IDEX SERIES FUND
485BPOS, 1997-01-31
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                       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.   25
                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
1940 Act File No.  811-4556

Amendment No.                  27

                        (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

           John Hurley, P.O. Box 5068, Clearwater, Florida 34618-5068
                    (Name and Address of Agent for Service)
- -------------------------------------------------------------------------------

Approximate  date of proposed public  offering:  It is proposed that this filing
will become effective:

/ /     60 days after filing pursuant to paragraph (a) (1) of Rule 485.

/ /     75 days after filing pursuant to paragraph (a) (2) of Rule 485.

/ /     On (date) pursuant to paragraph (a) (1) of Rule 485.

/ /     On (date) pursuant to paragraph (a) (2) of Rule 485.

/ /     Immediately upon filing pursuant to paragraph (b) of Rule 485.

/X/     On February 1, 1997 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 November
29, 1996 for the fiscal year ended  September  30, 1996 and on December 30, 1996
for the one month period ended October 31, 1996.
    



                                                     as filed January 31, 1997




<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 Introduction to the
                                   Portfolios; Summary of Expenses

3.  Condensed Financial            Financial Highlights
     Information

   
4.  General Description of         The IDEX Series -  Fund Introduction to the
     Registrant                    Portfolios; 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        Not Applicable
     of Fund Performance

6.  Capital Stock and Other        Shareholder Information and Instructions -
     Securities                    How  to Buy Shares; Distributions and
                                   Taxes; Miscellaneous Information

7.   Purchase of Securities        Alternative Purchase Arrangements;
     Being 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       Miscellaneous Information
     History



<PAGE>



13.  Investment Objectives and     Investment Objectives;  Investment
     Policies                      Restrictions; Policies and Practices; Other
                                   Policies and Practices of the Portfolio
14.  Management of the Fund        Trustees and Officers

15.  Control Persons and           Principal Shareholders
     Principal Holders of
     Securities

16.  Investment Advisory and       Investment Advisory and Other Services;
     Other Services                Administrative Services; Custodian, Transfer
                                   Agent and Other Affiliates

17.  Brokerage Allocation and      Portfolio Transactions and Brokerage
     Other Practices

18.  Capital Stock and Other       Miscellaneous Information
     Securities

19.  Purchase, Redemption and      Purchase of Shares; Distribution Plans; Net
     Pricing of Securities Being   Asset Value Determination;  Dividends and
     Offered                       Other Distributions; Shareholder Accounts;
                                   Retirement Plans; Redemption of Shares

20.  Tax Status                    Taxes

21.  Underwriter                   Distributor

22.  Calculation of Performance    Performance Information
     Data

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 IDEX Series Fund - Introduction to the  Portfolios^;  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..........................................................1

Introduction to the Portfolios................................................1

    Summary of Expenses ......................................................1

    Financial Highlights .....................................................1

         Aggressive Growth Portfolio..........................................2

         International Equity Portfolio.......................................5

         Capital Appreciation Portfolio.......................................7

         Global Portfolio.....................................................10

         Growth Portfolio.....................................................13

         C.A.S.E. Portfolio...................................................16

         Value Equity Portfolio...............................................19

         Strategic Total Return Portfolio (formerly Equity-Income Portfolio)..21

         Tactical Asset Allocation Portfolio..................................24

         Balanced Portfolio...................................................27

         Flexible Income Portfolio............................................30

         Income Plus Portfolio................................................33

         Tax-Exempt Portfolio.................................................36

Performance/Total Return......................................................41

Securities in Which the Portfolios Invest ....................................42

How the Portfolios Invest ....................................................46

Additional Risk Factors ......................................................49

Investment Advisory and Other Services .......................................52

Distributor and Distribution and Service Plans ...............................60

Miscellaneous Information ....................................................60

Distributions and Taxes ......................................................62

Shareholder Information and Instructions .....................................65

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

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

                                       i
    

<PAGE>

                              THE IDEX SERIES FUND
^

                         INTRODUCTION TO THE PORTFOLIOS

   
The IDEX  Series  Fund  consists of thirteen  Portfolios.  Each  Portfolio  is a
separate series of IDEX Series Fund (formerly IDEX II Series Fund) (the "Fund"),
an open-end  management  investment  company  offering a  selection  of separate
investment  portfolios.  The Fund is registered under the Investment Company Act
of 1940 (the "1940 Act").  All Portfolios ^ of the Fund are  diversified  except
for the Capital Appreciation  Portfolio ^. The Capital Appreciation Portfolio is
^  non-diversified.  See How the  Portfolios  Invest -  Diversification.  ^ Each
Portfolio has its own distinct  investment  objective and  policies^,  which are
summarized in the following  sections.  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.  The  summaries  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. 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.
    

Each Portfolio may change its investment objective without shareholder approval.
Unless  otherwise  noted,  a Portfolio may also change its  investment  policies
without shareholder  approval. ^ 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 ^ Price Waterhouse LLP, independent accountants,  whose
report  is  incorporated  by  reference  into the SAI.  ^ All  years ^ have been
audited unless otherwise noted. 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 net  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.


                                        2

<PAGE>
<TABLE>
<CAPTION>

   
                           AGGRESSIVE GROWTH PORTFOLIO

                               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 ^(a)                                                                          None          None           None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,     None         5.00%           None
whichever is lower) ^(b)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees                                                                              1.00%         1.00%          1.00%
12b-1 ^ Distribution and Service Fees                                                        0.35%         1.00%          0.90%
Other Expenses (net of expense reimbursements and/or fee waivers^) (c)                       0.50%         0.50%          0.50%
                                                                                             -----         -----          -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers^) (c)             1.85%         2.50%          2.40%

EXAMPLES

The tables below show the expenses you would pay on a ^ $1,000 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                                                                                        $73         $110         $150        $260
B                                                                                        $75         $108         $143        $267
C                                                                                        $24          $75         $128        $274

The next example assumes no redemption and, therefore, no deferred sales charge.

Share Class                                                                           1 Year      3 Years      5 Years    10 Years
- -----------                                                                           ------      -------      -------    --------
A                                                                                        $73         $110         $150        $260
B                                                                                        $25          $78         $133        $267
C                                                                                        $24          $75         $128        $274
- -------------------------------

     (a) 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.

     (b) On  certain  purchases  of  Class A  shares  in  amounts  greater  than
$1,000,000, a contingent deferred sales charge of 1% applies for 12 months after
purchase.

     (c) 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.  The percentages  shown are for the fiscal year ended September 30,
1996.

</TABLE>


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%.
    


                                        3

<PAGE>








<TABLE>
<CAPTION>

   
                           AGGRESSIVE GROWTH PORTFOLIO

                              FINANCIAL HIGHLIGHTS

                                                NET
                                              REALIZED        TOTAL
                                                AND          INCOME      DIVIDENDS    DISTRIBUTIONS  
                  NET ASSET        NET       UNREALIZED      (LOSS)        FROM           FROM                          NET ASSET
                    VALUE       INVESTMENT   GAIN (LOSS)      FROM          NET        REALIZED NET                      VALUE AT
YEAR OR PERIOD    BEGINNING       INCOME         ON        INVESTMENT   INVESTMENT       CAPITAL         TOTAL            END OF  
  ENDED (1)       OF PERIOD       (LOSS)     INVESTMENTS     INCOME       INCOME          GAINS       DISTRIBUTIONS       PERIOD  
  ---------       ---------       ------     -----------     ------       ------          -----       -------------       ------  
<S>               <C>            <C>           <C>           <C>             <C>         <C>              <C>             <C>
 CLASS A                                                                                                     
10/31/96    (2)   $15.75         $(0.01)       $(0.04)       $(0.05)         --               --               --         $15.70
 9/30/96   (14)   $17.68         $(0.15)       $(0.76)       $(0.91)         --          $(1.02)          $(1.02)         $15.75
 9/30/95          $10.00         $(0.14)         $7.82         $7.68         --               --               --         $17.68

 CLASS B
10/31/96    (2)   $15.63         $(0.01)       $(0.04)       $(0.05)         --               --              --          $15.58
 9/30/96   (14)   $17.64         $(0.23)       $(0.76)       $(0.99)         --          $(1.02)          $(1.02)         $15.63

 CLASS C
10/31/96    (2)   $15.65         $(0.01)       $(0.04)       $(0.05)         --               --              --          $15.60
 9/30/96   (14)   $17.64         $(0.21)       $(0.76)       $(0.97)         --          $(1.02)          $(1.02)         $15.65
 9/30/95          $10.00         $(0.18)         $7.82         $7.64         --               --           --             $17.64



                                                                                        
                                  NET ASSETS     RATIO OF EXPENSES TO AVERAGE NET    RATIO OF NET       
                                  AT END OF                 ASSETS (10)             INCOME (LOSS)     PORTFOLIO      AVERAGE
YEAR OR PERIOD       TOTAL         PERIOD       EXCLUDING    INCLUDING                TO AVERAGE       TURNOVER     COMMISSION
  ENDED (1)        RETURN (9)      (000'S)       CREDITS      CREDITS      GROSS     NET ASSETS (16)   RATE (11)     RATE (12)
  ---------        ----------      -------       -------      -------      -----     ---------------   ---------     ---------
  <S>              <C>             <C>           <C>            <C>        <C>           <C>            <C>           <C>
   CLASS A
  10/31/96  (2)    (0.32)%         $21,938       1.85%          1.85%      2.62%         (1.06)%          9.40%       $0.0662
   9/30/96         (4.91)%         $22,078       1.85%          1.85%      2.60%         (1.15)%        127.49%       $0.0715
   9/30/95          76.80%         $16,747       2.85%          2.85%      3.35%         (2.39)%         88.28%            --

   CLASS B
  10/31/96  (2)    (0.32)%          $1,992       2.50%          2.50%      3.27%         (1.71)%          9.40%       $0.0662
   9/30/96         (5.33)%          $1,800       2.50%          2.50%      3.25%         (1.80)%        127.49%       $0.0715

   CLASS C
  10/31/96  (2)    (0.32)%          $2,129       2.40%          2.40%      3.17%         (1.62)%          9.40%        $.0662
   9/30/96         (5.22)%          $2,250       2.40%          2.40%      3.15%         (1.70)%        127.49%        $.0715
   9/30/95          76.40%          $1,736       3.40%          3.40%      3.91%         (2.94)%         88.28%            --





</TABLE>

                 SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 39
    





                                        4

<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,  its  sub-adviser  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.

In selecting investments on behalf of the Portfolio,  its sub-adviser,  Scottish
Equitable Investment Management Limited ("Scottish Equitable"),  seeks initially
to identify  countries where economic growth  conditions are favorable  (through
analysis of gross domestic product growth rates,  inflation,  interest rates and
other  economic  factors),  and where stock market  valuations  generally do not
fully reflect growth potential. Scottish Equitable then seeks to identify within
each of the individual  markets,  companies whose earnings are undervalued (that
is,  where future  earnings  potential  is not  reflected  in the present  share
price).  Scottish  Equitable will utilize measures of value appropriate to local
market  conditions,  which may include low price earnings  ratios,  low price to
book value,  low price to cash flow ratios,  as well as considering such factors
as industry position and management quality.
    

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




                                        5

<PAGE>


<TABLE>
<CAPTION>

   

                         INTERNATIONAL EQUITY PORTFOLIO

                              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 ^(a)                                                                          None         None         None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,     None        5.00%         None
whichever is lower) ^(b)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees                                                                              1.00%        1.00%        1.00%
12b-1 ^ Distribution and Service Fees                                                        0.35%        1.00%        0.90%
Other Expenses ^(c)                                                                          0.35%        0.35%        0.35%
                                                                                             -----        -----        -----
Total Operating Expenses ^(c)                                                                1.70%        2.35%        2.25%

EXAMPLES

The tables below show the expenses you would pay on a ^ $1,000 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                                                                                       $71         $106          (d)          (d)
B                                                                                       $74         $103          (d)          (d)
C                                                                                       $23          $70          (d)          (d)
The next example assumes no redemption and, therefore, no deferred sales charge.

Share Class                                                                          1 Year      3 Years      5 Years     10 Years
- -----------                                                                          ------      -------      -------     --------
A                                                                                       $71         $106          (d)          (d)
B                                                                                       $24          $73          (d)          (d)
C                                                                                       $23          $70          (d)          (d)

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

     (a) 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.

     (b) On  certain  purchases  of  Class A  shares  in  amounts  greater  than
$1,000,000, a contingent deferred sales charge of 1% applies for 12 months after
purchase.

     (c) Other Expenses shown for the  International  Equity Portfolio are based
on estimates for the current fiscal year. For the period ended October 31, 1997,
annualized Total Expenses for International  Equity Class A, Class B and Class C
are expected to be 3.65%, 4.30% and 4.20%, respectively, absent reimbursement.

     (d) 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.

</TABLE>

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%.
    


NOTE: No Financial Highlights exist for the International  Equity Portfolio,  as
that Portfolio commenced operations on February 1, 1997.


<PAGE>

                                        6

<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 ^ December 31, 1996,
the MidCap Index included companies with capitalizations between approximately ^
$192  million and ^ $6.5  billion.  The range of the MidCap Index is expected to
change on a regular basis.  Subject to the above policy,  the Portfolio may also
invest in smaller or larger issuers.

INVESTOR  PROFILE:  For the investor  who wants  capital  growth,  ^ and who can
tolerate the greater risks associated with common stock investments.
    

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


                                        7

<PAGE>
<TABLE>
<CAPTION>

   
                         CAPITAL APPRECIATION PORTFOLIO

                               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 ^(a)                                                                        None          None         None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,   None          5.00%        None
whichever is lower) ^(b)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees                                                                             1.00%         1.00%        1.00%
12b-1 ^ Distribution and Service Fees                                                       0.35%         1.00%        0.90%
Other Expenses (net of expense reimbursements and/or fee waivers^) (c)                      0.50%         0.50%        0.50%
                                                                                            -----         -----        -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers^) (c)            1.85%         2.50%        2.40%

EXAMPLES

The tables below show the expenses you would pay on a ^ $1,000 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                                                                                        $73        $110         $150         $260
B                                                                                        $75        $108         $143         $267
C                                                                                        $24         $75         $128         $274

The next example assumes no redemption and, therefore, no deferred sales charge.

Share Class                                                                           1 Year     3 Years      5 Years     10 Years
- -----------                                                                           ------     -------      -------     --------
A                                                                                        $73        $110         $150         $260
B                                                                                        $25         $78         $133         $267
C                                                                                        $24         $75         $128         $274

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

     (a) 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.

     (b) On  certain  purchases  of  Class A  shares  in  amounts  greater  than
$1,000,000, a contingent deferred sales charge of 1% applies for 12 months after
purchase.

     (c) 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.  The percentages  shown are for the fiscal year ended September 30,
1996.

</TABLE>

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%.
    


                                        8

<PAGE>




<TABLE>
<CAPTION>

   

                         CAPITAL APPRECIATION PORTFOLIO

                              FINANCIAL HIGHLIGHTS

                                                NET
                                              REALIZED        TOTAL
                                                AND          INCOME      DIVIDENDS    DISTRIBUTIONS  
                  NET ASSET        NET       UNREALIZED      (LOSS)        FROM           FROM                          NET ASSET
                    VALUE       INVESTMENT   GAIN (LOSS)      FROM          NET        REALIZED NET                      VALUE AT
YEAR OR PERIOD    BEGINNING       INCOME         ON        INVESTMENT   INVESTMENT       CAPITAL         TOTAL            END OF  
  ENDED (1)       OF PERIOD       (LOSS)     INVESTMENTS     INCOME       INCOME          GAINS       DISTRIBUTIONS       PERIOD  
  ---------       ---------       ------     -----------     ------       ------          -----       -------------       ------  
<S>                <C>            <C>          <C>           <C>          <C>            <C>            <C>               <C>
 CLASS A
10/31/96  (2)      $15.75         $(0.02)      $(0.24)       $(0.26)           --             --             --           $15.49
 9/30/96 (15)      $13.54           $0.06        $3.04         $3.10      $(0.07)        $(0.82)        $(0.89)           $15.75
 9/30/95           $10.00         $(0.03)        $3.57         $3.54           --             --             --           $13.54

 CLASS B
10/31/96  (2)      $15.69         $(0.03)      $(0.24)       $(0.27)           --             --             --           $15.42
 9/30/96           $13.49         $(0.02)        $3.04         $3.02           --        $(0.82)        $(0.82)           $15.69


 CLASS C
10/31/96  (2)      $15.70         $(0.03)      $(0.24)       $(0.27)           --             --             --           $15.43
 9/30/96 (15)      $13.49              --        $3.04         $3.04      $(0.01)        $(0.82)        $(0.83)           $15.70
 9/30/95           $10.00         $(0.08)        $3.57         $3.49           --             --             --           $13.49


                                                                                     
                                 NET ASSETS     RATIO OF EXPENSES TO AVERAGE NET     RATIO OF NET       
                                  AT END OF               ASSETS (10)                INCOME (LOSS)     PORTFOLIO      AVERAGE
YEAR OR PERIOD       TOTAL         PERIOD       EXCLUDING    INCLUDING                TO AVERAGE       TURNOVER     COMMISSION
  ENDED (1)        RETURN (9)      (000'S)       CREDITS      CREDITS      GROSS     NET ASSETS (16)   RATE (11)     RATE (12)
  ---------        ----------      -------       -------      -------      -----     ---------------   ---------     ---------
 <S>                <C>           <C>             <C>         <C>          <C>          <C>             <C>           <C>
  CLASS A
 10/31/96  (2)      (1.59)%       $19,350         1.85%       1.85%        2.48%        (1.41)%          10.11%       $0.0340
  9/30/96            24.35%       $18,713         1.85%       1.85%        2.72%        (0.35)%         160.72%       $0.0369
  9/30/95            35.40%        $6,241         2.90%       2.85%        4.17%          0.75%         262.97%            --

  CLASS B
 10/31/96  (2)      (1.66)%        $2,132         2.50%       2.50%        3.13%        (2.06)%          10.11%       $0.0340
  9/30/96            23.63%        $2,022         2.50%       2.50%        3.37%        (1.00)%         160.72%       $0.0369

  CLASS C
 10/31/96  (2)      (1.66)%        $2,243         2.40%       2.40%        3.03%        (1.96)%          10.11%       $0.0340
  9/30/96            23.81%        $2,369         2.40%       2.40%        3.27%        (0.90)%         160.72%       $0.0369
  9/30/95            34.90%        $2,565         3.45%       3.40%        4.72%          0.20%         262.97%            --


</TABLE>

                 SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 39
    



                                        9

<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
^


                                       10

<PAGE>
<TABLE>
<CAPTION>

   
                                GLOBAL PORTFOLIO

                                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 (a)                                                                          None          None          None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,    None         5.00%          None
whichever is lower) (b)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees                                                                             1.00%         1.00%         1.00%
12b-1 Distribution and Service Fees                                                         0.35%         1.00%         0.90%
Other Expenses (c)                                                                          0.74%         0.74%         0.74%
                                                                                            -----         -----         -----
Total Operating Expenses (c)                                                                2.09%         2.74%         2.64%

EXAMPLES

The tables below show the expenses you would pay on a ^ $1,000 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                                                                                       $75         $117         $161         $284
B                                                                                       $78         $115         $155         $291
C                                                                                       $27          $82         $140         $297
The next example assumes no redemption and, therefore, no deferred sales charge.

Share Class                                                                          1 Year      3 Years      5 Years     10 Years
- -----------                                                                          ------      -------      -------     --------
A                                                                                       $75         $117         $161         $284
B                                                                                       $28          $85         $145         $291
C                                                                                       $27          $82         $140         $297

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


     (a) 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.

     (b) On  certain  purchases  of  Class A  shares  in  amounts  greater  than
$1,000,000, a contingent deferred sales charge of 1% applies for 12 months after
purchase.

     (c) 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.  The percentages  shown are for the fiscal year ended September 30,
1996.

</TABLE>

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%.


    

                                        11

<PAGE>

<TABLE>
<CAPTION>
   

                                GLOBAL PORTFOLIO

                              FINANCIAL HIGHLIGHTS

                                                NET
                                              REALIZED        TOTAL
                                                AND          INCOME      DIVIDENDS    DISTRIBUTIONS  
                  NET ASSET        NET       UNREALIZED      (LOSS)        FROM           FROM                          NET ASSET
                    VALUE       INVESTMENT   GAIN (LOSS)      FROM          NET        REALIZED NET                      VALUE AT
YEAR OR PERIOD    BEGINNING       INCOME         ON        INVESTMENT   INVESTMENT       CAPITAL         TOTAL            END OF  
  ENDED (1)       OF PERIOD       (LOSS)     INVESTMENTS     INCOME       INCOME          GAINS       DISTRIBUTIONS       PERIOD  
  ---------       ---------       ------     -----------     ------       ------          -----       -------------       ------  
  <S>               <C>           <C>          <C>          <C>             <C>         <C>             <C>               <C>
   CLASS A
  10/31/96  (2)     $21.40        $(0.02)      $0.01        $(0.01)         --               --              --           $21.39
   9/30/96          $17.73        $(0.09)      $4.38          $4.29         --          $(0.62)         $(0.62)           $21.40
   9/30/95          $15.93        $(0.06)      $2.42          $2.36         --          $(0.56)         $(0.56)           $17.73
   9/30/94          $13.35        $(0.04)      $2.62          $2.58         --               --              --           $15.93
   9/30/93          $10.00        $(0.04)      $3.39          $3.35         --               --              --           $13.35

   CLASS B
  10/31/96  (2)     $21.14        $(0.02)      $0.01        $(0.01)         --               --              --           $21.13
   9/30/96          $17.57        $(0.19)      $4.38          $4.19         --          $(0.62)         $(0.62)           $21.14

   CLASS C
  10/31/96  (2)     $21.04        $(0.02)      $0.01        $(0.01)         --               --              --           $21.03
   9/30/96          $17.46        $(0.18)      $4.38          $4.20         --          $(0.62)         $(0.62)           $21.04
   9/30/95          $15.74        $(0.14)      $2.42          $2.28         --          $(0.56)         $(0.56)           $17.46
   9/30/94          $13.35        $(0.23)      $2.62          $2.39         --               --              --           $15.74



                                                                                     
                                 NET ASSETS     RATIO OF EXPENSES TO AVERAGE NET     RATIO OF NET       
                                  AT END OF               ASSETS (10)                INCOME (LOSS)     PORTFOLIO      AVERAGE
YEAR OR PERIOD       TOTAL         PERIOD       EXCLUDING    INCLUDING                TO AVERAGE       TURNOVER     COMMISSION
  ENDED (1)        RETURN (9)      (000'S)       CREDITS      CREDITS      GROSS     NET ASSETS (16)   RATE (11)     RATE (12)
  ---------        ----------      -------       -------      -------      -----     ---------------   ---------     ---------
  <S>               <C>           <C>            <C>          <C>          <C>         <C>              <C>          <C>
   CLASS A
  10/31/96 (2)      (0.05)%       $135,837       2.08%        2.07%           --       (1.15)%            2.59%      $0.0520
   9/30/96           25.04%       $131,347       2.09%        2.06%           --       (0.67)%           97.94%      $0.0489
   9/30/95           15.47%        $89,397       2.10%        1.97%           --       (0.43)%          161.48%           --
   9/30/94           19.33%        $81,241       2.14%           --           --       (0.55)%          148.01%           --
   9/30/93           33.52%        $17,430       2.84%           --        3.65%       (0.87)%          116.98%           --

   CLASS B
  10/31/96 (2)      (0.05)%         $5,966       2.73%        2.72%           --       (1.80)%            2.59%      $0.0520
   9/30/96           24.70%         $5,000       2.74%        2.71%           --       (1.32)%           97.94%      $0.0489

   CLASS C
  10/31/96 (2)      (0.05)%         $8,624       2.63%        2.62%           --       (1.70)%            2.59%      $0.0520
   9/30/96           24.91%         $8,081       2.64%        2.61%           --       (1.22)%           97.94%      $0.0489
   9/30/95           15.14%         $3,567       2.65%        2.52%           --       (0.98)%          161.48%           --
   9/30/94           17.90%         $3,571       4.04%           --           --       (2.46)%          148.01%           --

</TABLE>




                 SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 39
    




                                       12

<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
^


                                       13

<PAGE>



   

<TABLE>
<CAPTION>



                                GROWTH PORTFOLIO

                                                    SUMMARY OF EXPENSES                              CLASS OF
                                                                                                      SHARES
                                                                                               A         B         C         T
================================================================================================================================
<S>                                                                                          <C>       <C>        <C>      <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as percentage of offering price)                  5.50%     None       None     8.50%
Redemption Fees (a)                                                                          None      None       None      None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,    None      5.00%      None      None
whichever is lower) (b)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees                                                                              1.00%     1.00%     1.00%     1.00%
12b-1 Distribution and Service Fees                                                          0.35%     1.00%     0.90%        --
Other Expenses (c)                                                                           0.33%     0.33%     0.33%     0.33%
                                                                                             -----     -----     -----     -----
Total Operating Expenses (c)                                                                 1.68%     2.33%     2.23%     1.33%


EXAMPLES

The tables below show the expenses you would pay on a $1,000  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                                                                                      $71         $105         $141         $243
B                                                                                      $74         $103         $135         $250
C                                                                                      $23          $70         $119         $256
T                                                                                      $97         $124         $152         $232
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                         1 Year      3 Years      5 Years     10 Years
- -----------                                                                         ------      -------      -------     --------
A                                                                                      $71         $105         $141         $243
B                                                                                      $24          $73         $125         $250
C                                                                                      $23          $70         $119         $256
T                                                                                      $97         $124         $152         $232
- -------------------------------

     (a) 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.

     (b) 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.

     (c) 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. Other Expenses for Class A, Class B and Class C for the fiscal year
ended September 30, 1996 were 0.48%,  0.46% and 0.44%,  respectively;  and Other
Expenses for Class T for the fiscal year ended October 31, 1996 were 0.33% on an
annualized basis. Other Expenses shown for each class are based on estimates for
the period  ending  October 31, 1997.  Other  Expenses for the fiscal year ended
September  30, 1996 reflect the effects of the  reorganization  of IDEX Fund and
IDEX Fund 3 into Class T.

</TABLE>

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%.



    

                                        14
<PAGE>



<TABLE>
<CAPTION>
   

                                GROWTH PORTFOLIO

                              FINANCIAL HIGHLIGHTS

                                                NET
                                              REALIZED        TOTAL
                                                AND          INCOME      DIVIDENDS    DISTRIBUTIONS  
                  NET ASSET        NET       UNREALIZED      (LOSS)        FROM           FROM                          NET ASSET
                    VALUE       INVESTMENT   GAIN (LOSS)      FROM          NET        REALIZED NET                      VALUE AT
YEAR OR PERIOD    BEGINNING       INCOME         ON        INVESTMENT   INVESTMENT       CAPITAL         TOTAL            END OF  
  ENDED (1)       OF PERIOD       (LOSS)     INVESTMENTS     INCOME       INCOME          GAINS       DISTRIBUTIONS       PERIOD  
  ---------       ---------       ------     -----------     ------       ------          -----       -------------       ------  
<S>                 <C>          <C>           <C>           <C>          <C>            <C>             <C>              <C>
   CLASS A
  10/31/96    (2)   $22.21            --       $(0.24)       $(0.24)           --             --              --          $21.97
   9/30/96          $22.84       $(0.11)         $4.66         $4.55           --        $(5.18)         $(5.18)          $22.21
   9/30/95          $16.78       $(0.05)         $6.18         $6.13           --        $(0.07)         $(0.07)          $22.84
   9/30/94(4)(14)   $18.46         $0.01       $(1.22)       $(1.21)           --        $(0.47)         $(0.47)          $16.78
   9/30/93    (3)   $16.46         $0.04         $2.42         $2.46      $(0.07)        $(0.39)         $(0.46)          $18.46
   9/30/92          $16.22         $0.08         $0.88         $0.96      $(0.07)        $(0.65)         $(0.72)          $16.46
   9/30/91    (4)   $13.77         $0.14         $5.32         $5.46      $(0.17)        $(2.84)         $(3.01)          $16.22
   9/30/90          $17.52         $0.12       $(2.21)       $(2.09)      $(0.09)        $(1.57)         $(1.66)          $13.77
   9/30/89          $11.48         $0.09         $6.18         $6.27      $(0.23)             --         $(0.23)          $17.52
   9/30/88          $14.08         $0.25       $(1.59)       $(1.34)      $(0.16)        $(1.10)         $(1.26)          $11.48
   9/30/87           $9.90         $0.14         $4.11         $4.25      $(0.07)             --         $(0.07)          $14.08
   9/30/86          $10.00         $0.07       $(0.17)       $(0.10)           --             --              --           $9.90

   CLASS B
  10/31/96    (2)    $21.85      $(0.01)       $(0.24)       $(0.25)           --             --              --
   9/30/96           $22.64      $(0.27)         $4.66         $4.39           --        $(5.18)         $(5.18)          $21.85

   CLASS C
  10/31/96    (2)    $21.91      $(0.02)       $(0.24)       $(0.26)           --             --              --          $21.65
   9/30/96           $22.64      $(0.21)         $4.66         $4.45           --        $(5.18)         $(5.18)          $21.91
   9/30/95           $16.68      $(0.15)         $6.18         $6.03           --        $(0.07)         $(0.07)          $22.64
   9/30/94   (14)    $18.46      $(0.09)       $(1.22)       $(1.31)           --        $(0.47)         $(0.47)          $16.68

   CLASS T    (8)
  10/31/96    (2)     $22.41          --       $(0.24)       $(0.24)           --             --              --          $22.17
   9/30/96   (13)     $22.23          --         $0.18         $0.18           --             --              --          $22.41


                                                                                     
                                 NET ASSETS     RATIO OF EXPENSES TO AVERAGE NET     RATIO OF NET       
                                  AT END OF               ASSETS (10)                INCOME (LOSS)     PORTFOLIO      AVERAGE
YEAR OR PERIOD       TOTAL         PERIOD       EXCLUDING    INCLUDING                TO AVERAGE       TURNOVER     COMMISSION
  ENDED (1)        RETURN (9)      (000'S)       CREDITS      CREDITS      GROSS     NET ASSETS (16)   RATE (11)     RATE (12)
  ---------        ----------      -------       -------      -------      -----     ---------------   ---------     ---------
 <S>               <C>            <C>           <C>           <C>             <C>         <C>              <C>             <C>
  CLASS A
 10/31/96  (2)       (1.09)%      $565,032        1.68%        1.68%          --        (0.13)%           9.40%       $0.0360
  9/30/96             22.41%      $567,564        1.83%        1.82%          --        (0.22)%          57.80%       $0.0385
  9/30/95             36.70%      $485,935        1.86%        1.84%          --        (0.26)%         123.26%            --
  9/30/94  (4)       (6.72)%      $431,207        1.76%           --          --          0.04%          63.73%            --
  9/30/93            15.13 %      $548,564        1.61%           --          --          0.29%          97.40%            --
  9/30/92              6.10%      $403,361        1.61%           --          --          0.69%          56.21%            --
  9/30/91  (4)        48.00%      $126,436        1.48%           --          --          0.88%         102.16%            --
  9/30/90           (12.50)%       $74,594        1.35%           --          --          0.75%         127.79%            --
  9/30/89             55.70%       $89,494        1.41%           --          --          0.67%          98.88%            --
  9/30/88            (8.00)%       $65,463        1.47%           --          --          2.45%         133.28%            --
  9/30/87             44.10%       $78,979        1.32%        1.39%          --          0.94%         167.58%            --
  9/30/86            (1.70)%       $19,745        2.02%        2.21%          --          2.35%          19.57%            --

  CLASS B
 10/31/96  (2)       (1.14)%        $5,242        2.32%        2.32%          --        (0.78)%           9.40%       $0.0360
  9/30/96             21.87%        $4,536        2.46%        2.45%          --        (0.86)%          57.80%       $0.0385

  CLASS C
 10/31/96  (2)       (1.19)%       $11,016        2.23%        2.23%          --        (0.68)%           9.40%       $0.0360
  9/30/96             22.15%       $11,167        2.34%        2.33%          --        (0.77)%          57.80%       $0.0385
  9/30/95             36.32%        $5,593        2.41%        2.38%          --        (0.81)%         123.26%            --
  9/30/94            (7.72)%        $3,423        3.48%           --          --        (1.68)%          63.73%            --

  CLASS T  (8)
 10/31/96  (2)       (1.03)%      $573,884        1.33%        1.33%          --        (0.20)%           9.40%       $0.0360
  9/30/96 (13)         0.81%      $585,505        1.18%        1.17%          --          0.36%          57.80%       $0.0385


</TABLE>

                 SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 39
    


                                        15

<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.

   
During the fiscal year ended  September  30, 1996,  the C.A.S.E.  Portfolio  was
leveraged  for 12 days  (up to an  amount  equal  to 20% of  total  assets)  for
temporary  purposes.  The purpose of the leveraging was to fulfill a short-short
gain  requirement  in order to retain status as a regulated  investment  company
under the Code. This  circumstance  developed due to abnormally high redemptions
and purchases during the fiscal year.

Estimated portfolio turnover for the C.A.S.E.  Portfolio for its initial year of
operations  was 100% to 200%.  For the period from February 1, 1996  (inception)
through  September  30, 1996,  and for the one-month  period ending  October 31,
1996, the Portfolio's  turnover rate was 654.49% and 20.69%,  respectively.  The
unexpectedly  high rate of turnover for the period ending September 30, 1996 was
caused by a number of large  investments in, and redemptions from, the Portfolio
over a relatively short period of time through shareholder accounts advised by a
common  representative,  necessitating  significant  purchases,  and  subsequent
liquidation, of portfolio investments.
    

SUB-ADVISER:  C.A.S.E. Management, Inc.


                                       16

<PAGE>



<TABLE>
<CAPTION>

   

                               C.A.S.E. PORTFOLIO

                                                    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 ^(a)                                                                          None         None         None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,     None        5.00%         None
whichever is lower) ^(b)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees                                                                              1.00%        1.00%        1.00%
12b-1 ^ Distribution and Service Fees                                                        0.35%        1.00%        0.90%
Other Expenses (net of expense reimbursements and/or fee waivers^) (c)                       1.50%        1.50%        1.50%
                                                                                             -----        -----        -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers^) (c)             2.85%        3.50%        3.40%

EXAMPLES

The tables below show the expenses you would pay on a ^ $1,000 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                                                                                       $82         $138          (d)         (d)
B                                                                                       $85         $137          (d)         (d)
C                                                                                       $34         $104          (d)         (d)

The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                          1 Year      3 Years      5 Years     10 Years
- -----------                                                                          ------      -------      -------     --------
A                                                                                       $82         $138          (d)          (d)
B                                                                                       $35         $107          (d)          (d)
C                                                                                       $34         $104          (d)          (d)

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


     (a) 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.

     (b) On  certain  purchases  of  Class A  shares  in  amounts  greater  than
$1,000,000, a contingent deferred sales charge of 1% applies for 12 months after
purchase.

     (c) 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.  The  percentages  shown are actual for the period February 1, 1996
through September 30, 1996, and have been annualized.

     (d) 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.

</TABLE>

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%.

    




                                        17

<PAGE>


<TABLE>
<CAPTION>
   

                               C.A.S.E. PORTFOLIO

                              FINANCIAL HIGHLIGHTS

                                                NET
                                              REALIZED        TOTAL
                                                AND          INCOME      DIVIDENDS    DISTRIBUTIONS  
                  NET ASSET        NET       UNREALIZED      (LOSS)        FROM           FROM                          NET ASSET
                    VALUE       INVESTMENT   GAIN (LOSS)      FROM          NET        REALIZED NET                      VALUE AT
YEAR OR PERIOD    BEGINNING       INCOME         ON        INVESTMENT   INVESTMENT       CAPITAL         TOTAL            END OF  
  ENDED (1)       OF PERIOD       (LOSS)     INVESTMENTS     INCOME       INCOME          GAINS       DISTRIBUTIONS       PERIOD  
  ---------       ---------       ------     -----------     ------       ------          -----       -------------       ------  
<S>                 <C>           <C>          <C>           <C>              <C>            <C>                 <C>      <C>
 CLASS A
10/31/96 (2)        $10.46        $(0.07)        $0.17       $0.10            --             --                  --       $10.56
 9/30/96            $10.00          $0.61      $(0.15)       $0.46            --             --                  --       $10.46

 CLASS B
10/31/96 (2)        $10.41        $(0.07)        $0.17       $0.10            --             --                  --       $10.51
 9/30/96            $10.00          $0.56      $(0.15)       $0.41            --             --                  --       $10.41

 CLASS C
10/31/96 (2)        $10.42        $(0.07)        $0.17       $0.10            --             --                  --       $10.52
 9/30/96            $10.00          $0.57      $(0.15)       $0.42            --             --                  --       $10.42


                                                                                     
                                 NET ASSETS     RATIO OF EXPENSES TO AVERAGE NET     RATIO OF NET       
                                  AT END OF               ASSETS (10)                INCOME (LOSS)     PORTFOLIO      AVERAGE
YEAR OR PERIOD       TOTAL         PERIOD       EXCLUDING    INCLUDING                TO AVERAGE       TURNOVER     COMMISSION
  ENDED (1)        RETURN (9)      (000'S)       CREDITS      CREDITS      GROSS     NET ASSETS (16)   RATE (11)     RATE (12)
  ---------        ----------      -------       -------      -------      -----     ---------------   ---------     ---------
<S>                 <C>            <C>            <C>          <C>         <C>          <C>             <C>          <C>
 CLASS A
10/31/96 (2)        0.96%          $1,675         1.85%        1.84%       6.79%         0.27%           20.69%      $0.0603
 9/30/96            4.60%          $1,455         2.85%        2.85%       5.89%        10.00%          654.49%      $0.0396

 CLASS B
10/31/96 (2)        0.96%          $1,159         2.50%        2.49%       7.44%         0.38%           20.69%      $0.0603
 9/30/96            4.10%          $1,100         3.50%        3.50%       6.54%         9.35%          654.49%      $0.0396

 CLASS C
10/31/96 (2)        0.96%            $687         2.40%        2.39%       7.34%         0.28%           20.69%      $0.0603
 9/30/96            4.20%            $613         3.40%        3.40%       6.44%         9.45%          654.49%      $0.0396

</TABLE>


                 SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 39


    

                                        18

<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 ^ focus on  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,


                                       19

<PAGE>

<TABLE>
<CAPTION>


   

                             VALUE EQUITY PORTFOLIO

                              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 (a)                                                                           None         None         None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,     None        5.00%         None
whichever is lower) (b)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees                                                                              1.00%        1.00%        1.00%
12b-1 Distribution and Service Fees                                                          0.35%        1.00%        0.90%
Other Expenses (c)                                                                           0.15%        0.15%        0.15%
                                                                                             -----        -----        -----
Total Operating Expenses (c)                                                                 1.50%        2.15%        2.05%

EXAMPLES

The tables below show the expenses you would pay on a ^ $1,000 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                                                                                       $69         $100          (d)          (d)
B                                                                                       $72          $97          (d)          (d)
C                                                                                       $21          $64          (d)          (d)
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                          1 Year      3 Years      5 Years     10 Years
- -----------                                                                          ------      -------      -------     --------
A                                                                                       $69         $100          (d)          (d)
B                                                                                       $22          $67          (d)          (d)
C                                                                                       $21          $64          (d)          (d)

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


     (a) 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.

     (b) On  certain  purchases  of  Class A  shares  in  amounts  greater  than
$1,000,000, a contingent deferred sales charge of 1% applies for 12 months after
purchase.

     (c)  Other  Expenses  shown  for the Value  Equity  Portfolio  are based on
estimates  for the current  fiscal year.  For the period ended October 31, 1997,
annualized  Total  Expenses  for Value  Equity  Class A, Class B and Class C are
expected to be 3.35%, 4.00% and 3.90%, respectively, absent reimbursement.

     (d) 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.

</TABLE>

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%.
    


NOTE:  No Financial  Highlights  exist for the Value Equity  Portfolio,  as that
Portfolio commenced operations on February 1, 1997.



                                        20

<PAGE>



   
                       ^ STRATEGIC TOTAL RETURN PORTFOLIO
    

OBJECTIVE: Current income, long-term growth of income and capital appreciation.

   
INVESTMENT FOCUS: The Strategic Total Return Portfolio  (formerly  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


                                       21

<PAGE>
<TABLE>
<CAPTION>

   
                        STRATEGIC TOTAL RETURN PORTFOLIO

                                                    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 ^(a)                                                                          None         None         None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,     None        5.00%         None
whichever is lower) ^(b)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees                                                                              1.00%        1.00%        1.00%
12b-1 ^ Distribution and Service Fees                                                        0.35%        1.00%        0.90%
Other Expenses (net of expense reimbursements and/or fee waivers^) (c)                       0.50%        0.50%        0.50%
                                                                                             -----        -----        -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers^) (c)             1.85%        2.50%        2.40%

EXAMPLES

The tables below show the expenses you would pay on a ^ $1,000 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                                                                                       $73         $110         $150         $260
B                                                                                       $75         $108         $143         $267
C                                                                                       $24          $75         $128         $274
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                          1 Year      3 Years      5 Years     10 Years
- -----------                                                                          ------      -------      -------     --------
A                                                                                       $73         $110         $150         $260
B                                                                                       $25          $78         $133         $267
C                                                                                       $24          $75         $128         $274

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

     (a) 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.

     (b) On  certain  purchases  of  Class A  shares  in  amounts  greater  than
$1,000,000, a contingent deferred sales charge of 1% applies for 12 months after
purchase.

     (c) 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.  The percentages  shown are for the fiscal year ended September 30,
1996.

</TABLE>

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%.
    



                                        22

<PAGE>


<TABLE>
<CAPTION>
   
                        STRATEGIC TOTAL RETURN PORTFOLIO

                              FINANCIAL HIGHLIGHTS

                                                NET
                                              REALIZED        TOTAL
                                                AND          INCOME      DIVIDENDS    DISTRIBUTIONS  
                  NET ASSET        NET       UNREALIZED      (LOSS)        FROM           FROM                          NET ASSET
                    VALUE       INVESTMENT   GAIN (LOSS)      FROM          NET        REALIZED NET                      VALUE AT
YEAR OR PERIOD    BEGINNING       INCOME         ON        INVESTMENT   INVESTMENT       CAPITAL         TOTAL            END OF  
  ENDED (1)       OF PERIOD       (LOSS)     INVESTMENTS     INCOME       INCOME          GAINS       DISTRIBUTIONS       PERIOD  
  ---------       ---------       ------     -----------     ------       ------          -----       -------------       ------  
 <S>               <C>            <C>          <C>           <C>          <C>           <C>             <C>               <C>
  CLASS A
 10/31/96  (2)     $13.27         $0.01        $0.15         $0.16             --            --              --           $13.43
  9/30/96          $11.74         $0.57        $1.28         $1.85        $(0.17)       $(0.15)         $(0.32)           $13.27
  9/30/95          $10.00         $0.09        $1.75         $1.84        $(0.10)            --         $(0.10)           $11.74

  CLASS B
 10/31/96  (2)     $13.27            --        $0.15         $0.15             --            --              --           $13.42
  9/30/96          $11.73         $0.50        $1.28         $1.78        $(0.09)       $(0.15)         $(0.24)           $13.27

  CLASS C
 10/31/96  (2)     $13.27            --        $0.15         $0.15             --            --              --           $13.42
  9/30/96          $11.73         $0.52        $1.28         $1.80        $(0.11)       $(0.15)         $(0.26)           $13.27
  9/30/95          $10.00         $0.03        $1.75         $1.78        $(0.05)            --         $(0.05)           $11.73



                                                                                     
                                 NET ASSETS     RATIO OF EXPENSES TO AVERAGE NET     RATIO OF NET       
                                  AT END OF               ASSETS (10)                INCOME (LOSS)     PORTFOLIO      AVERAGE
YEAR OR PERIOD       TOTAL         PERIOD       EXCLUDING    INCLUDING                TO AVERAGE       TURNOVER     COMMISSION
  ENDED (1)        RETURN (9)      (000'S)       CREDITS      CREDITS      GROSS     NET ASSETS (16)   RATE (11)     RATE (12)
  ---------        ----------      -------       -------      -------      -----     ---------------   ---------     ---------
<S>                 <C>            <C>            <C>          <C>         <C>          <C>             <C>           <C>
 CLASS A
10/31/96  (2)        1.20%         $11,744        1.85%        1.82%       2.76%        1.47%            5.50%        $0.0591
 9/30/96            16.00%         $11,314        1.85%        1.79%       2.79%        1.67%           40.58%        $0.0622
 9/30/95            18.43%          $5,167        2.99%        2.85%       4.57%        0.85%           34.67%             --

 CLASS B
10/31/96  (2)        1.13%          $1,684        2.50%        2.47%       3.40%        0.82%            5.50%        $0.0591
 9/30/96            15.38%          $1,537        2.50%        2.44%       3.44%        1.02%           40.58%        $0.0622

 CLASS C
10/31/96  (2)        1.13%          $1,792        2.40%        2.37%       3.30%        0.92%            5.50%        $0.0591
 9/30/96            15.49%          $1,728        2.40%        2.34%       3.34%        1.12%           40.58%        $0.0622
 9/30/95            17.95%            $281        3.54%        3.40%       5.12%        0.30%           34.67%             --


</TABLE>

                 SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 39

    





                                       23

<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


                                       24

<PAGE>

<TABLE>
<CAPTION>

   
                       TACTICAL ASSET ALLOCATION PORTFOLIO


                                                    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 (a)                                                                           None         None         None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,     None        5.00%         None
whichever is lower) (b)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees                                                                              1.00%        1.00%        1.00%
12b-1 Distribution and Service Fees                                                          0.35%        1.00%        0.90%
Other Expenses (net of expense reimbursements and/or fee waivers) (c)                        1.50%        1.50%        1.50%
                                                                                             -----        -----        -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers) (c)              2.85%        3.50%        3.40%

EXAMPLES

The tables below show the expenses you would pay on a ^ $1,000 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                                                                                       $82         $138         $197         $355
B                                                                                       $85         $137         $192         $363
C                                                                                       $34         $104         $177         $368
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                          1 Year      3 Years      5 Years     10 Years
- -----------                                                                          ------      -------      -------     --------
A                                                                                       $82         $138         $197         $355
B                                                                                       $35         $107         $182         $363
C                                                                                       $34         $104         $177         $368

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


     (a) 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.

     (b) On  certain  purchases  of  Class A  shares  in  amounts  greater  than
$1,000,000, a contingent deferred sales charge of 1% applies for 12 months after
purchase.

     (c) 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.  The percentages  shown are for the fiscal year ended September 30,
1996.

</TABLE>

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%.

    

                                        25

<PAGE>



<TABLE>
<CAPTION>

   
                       TACTICAL ASSET ALLOCATION PORTFOLIO

                              FINANCIAL HIGHLIGHTS

                                                NET
                                              REALIZED        TOTAL
                                                AND          INCOME      DIVIDENDS    DISTRIBUTIONS  
                  NET ASSET        NET       UNREALIZED      (LOSS)        FROM           FROM                          NET ASSET
                    VALUE       INVESTMENT   GAIN (LOSS)      FROM          NET        REALIZED NET                      VALUE AT
YEAR OR PERIOD    BEGINNING       INCOME         ON        INVESTMENT   INVESTMENT       CAPITAL         TOTAL            END OF  
  ENDED (1)       OF PERIOD       (LOSS)     INVESTMENTS     INCOME       INCOME          GAINS       DISTRIBUTIONS       PERIOD  
  ---------       ---------       ------     -----------     ------       ------          -----       -------------       ------  
<S>                <C>            <C>          <C>           <C>          <C>                <C>         <C>              <C>
CLASS A
10/31/96  (2)      $11.03         $0.02        $0.14         $0.16             --            --               --          $11.19
9/30/96            $10.00         $0.17        $0.94         $1.11        $(0.08)            --          $(0.08)          $11.03

CLASS B
10/31/96  (2)      $11.02         $0.02        $0.14         $0.16             --            --               --          $11.18
9/30/96            $10.00         $0.09        $0.94         $1.03        $(0.01)            --          $(0.01)          $11.02

CLASS C
10/31/96  (2)      $11.03         $0.01        $0.14         $0.15             --            --               --          $11.18
9/30/96            $10.00         $0.11        $0.94         $1.05        $(0.02)            --          $(0.02)          $11.03



                                                                                     
                                 NET ASSETS     RATIO OF EXPENSES TO AVERAGE NET     RATIO OF NET       
                                  AT END OF               ASSETS (10)                INCOME (LOSS)     PORTFOLIO      AVERAGE
YEAR OR PERIOD       TOTAL         PERIOD       EXCLUDING    INCLUDING                TO AVERAGE       TURNOVER     COMMISSION
  ENDED (1)        RETURN (9)      (000'S)       CREDITS      CREDITS      GROSS     NET ASSETS (16)   RATE (11)     RATE (12)
  ---------        ----------      -------       -------      -------      -----     ---------------   ---------     ---------
<S>                 <C>            <C>            <C>         <C>          <C>          <C>            <C>           <C>
 CLASS A
10/31/96  (2)        1.45%         $8,396         1.85%       1.85%        2.65%        1.26%           2.38%        $0.0800
 9/30/96            11.07%         $7,401         2.85%       2.85%        3.20%        0.72%          56.22%        $0.0828

 CLASS B
10/31/96  (2)        1.45%         $5,013         2.50%       2.50%        3.30%        0.61%           2.38%        $0.0800
 9/30/96            10.39%         $4,848         3.50%       3.50%        3.85%        0.07%          56.22%        $0.0828

 CLASS C
10/31/96  (2)        1.36%         $4,758         2.40%       2.40%        3.20%        0.71%           2.38%        $0.0800
 9/30/96            10.50%         $4,641         3.40%       3.40%        3.75%        0.17%          56.22%        $0.0828

</TABLE>


                 SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 39
    


<PAGE>


                                       26






<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 their 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


                                       27

<PAGE>

<TABLE>
<CAPTION>
   
                               BALANCED PORTFOLIO

                                                    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 ^(a)                                                                          None         None         None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,     None        5.00%         None
whichever is lower) ^(b)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees                                                                              1.00%        1.00%        1.00%
12b-1 ^ Distribution and Service Fees                                                        0.35%        1.00%        0.90%
Other Expenses (net of expense reimbursements and/or fee waivers^) (c)                       0.50%        0.50%        0.50%
                                                                                             -----        -----        -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers^) (c)             1.85%        2.50%        2.40%

EXAMPLES

The tables below show the expenses you would pay on a ^ $1,000 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                                                                                       $73         $110         $150         $260
B                                                                                       $75         $108         $143         $267
C                                                                                       $24          $75         $128         $274

The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                          1 Year      3 Years      5 Years     10 Years
- -----------                                                                          ------      -------      -------     --------
A                                                                                       $73         $110         $150         $260
B                                                                                       $25          $78         $133         $267
C                                                                                       $24          $75         $128         $274

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

     (a) 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.

     (b) On  certain  purchases  of  Class A  shares  in  amounts  greater  than
$1,000,000, a contingent deferred sales charge of 1% applies for 12 months after
purchase.

     (c) 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.  The percentages  shown are for the fiscal year ended September 30,
1996.

</TABLE>

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%.



    

                                        28

<PAGE>





<TABLE>
<CAPTION>
   

                               BALANCED PORTFOLIO

                              FINANCIAL HIGHLIGHTS

                                                NET
                                              REALIZED        TOTAL
                                                AND          INCOME      DIVIDENDS    DISTRIBUTIONS  
                  NET ASSET        NET       UNREALIZED      (LOSS)        FROM           FROM                          NET ASSET
                    VALUE       INVESTMENT   GAIN (LOSS)      FROM          NET        REALIZED NET                      VALUE AT
YEAR OR PERIOD    BEGINNING       INCOME         ON        INVESTMENT   INVESTMENT       CAPITAL         TOTAL            END OF  
  ENDED (1)       OF PERIOD       (LOSS)     INVESTMENTS     INCOME       INCOME          GAINS       DISTRIBUTIONS       PERIOD  
  ---------       ---------       ------     -----------     ------       ------          -----       -------------       ------  
<S>                <C>            <C>          <C>            <C>         <C>            <C>            <C>               <C>
CLASS A
10/31/96  (2)      $13.47         $0.01        $0.10          $0.11            --             --             --           $13.58
9/30/96            $11.47         $0.72        $1.77          $2.49       $(0.21)        $(0.28)        $(0.49)           $13.47
9/30/95            $10.00         $0.05        $1.47          $1.52       $(0.05)             --        $(0.05)           $11.47

CLASS B
10/31/96  (2)      $13.46            --        $0.10          $0.10            --             --             --           $13.56
9/30/96            $11.47         $0.63        $1.77          $2.40       $(0.13)        $(0.28)        $(0.41)           $13.46

CLASS C
10/31/96  (2)      $13.46         $0.01        $0.10          $0.11            --             --             --           $13.57
9/30/96            $11.47         $0.64        $1.77          $2.41       $(0.14)        $(0.28)        $(0.42)           $13.46
9/30/95            $10.00         $0.01        $1.47          $1.48       $(0.01)             --        $(0.01)           $11.47


                                                                                     
                                 NET ASSETS     RATIO OF EXPENSES TO AVERAGE NET     RATIO OF NET       
                                  AT END OF               ASSETS (10)                INCOME (LOSS)     PORTFOLIO      AVERAGE
YEAR OR PERIOD       TOTAL         PERIOD       EXCLUDING    INCLUDING                TO AVERAGE       TURNOVER     COMMISSION
  ENDED (1)        RETURN (9)      (000'S)       CREDITS      CREDITS      GROSS     NET ASSETS (16)   RATE (11)     RATE (12)
  ---------        ----------      -------       -------      -------      -----     ---------------   ---------     ---------
<S>                 <C>            <C>           <C>          <C>          <C>           <C>           <C>            <C>
 CLASS A
10/31/96  (2)        0.81%         $8,402        1.85%        1.85%        3.44%         1.84%           9.08%        $0.0408
 9/30/96            22.12%         $8,056        1.85%        1.85%        3.11%         1.87%         175.78%        $0.0443
 9/30/95            15.27%         $3,670        2.92%        2.85%        4.48%         0.56%          82.48%             --

 CLASS B
10/31/96  (2)        0.74%           $878        2.50%        2.50%        4.09%         1.18%           9.08%        $0.0408
 9/30/96            21.38%           $687        2.50%        2.50%        3.76%         1.22%         175.78%        $0.0443

 CLASS C
10/31/96  (2)        0.81%           $967        2.40%        2.40%        3.99%         1.28%           9.08%        $0.0408
 9/30/96            21.49%           $943        2.40%        2.40%        3.66%         1.32%         175.78%        $0.0443
 9/30/95            14.77%         $3,365        3.47%        3.40%        5.03%         0.01%          82.48%             --



</TABLE>





                 SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 39
    
<PAGE>


                                       29

<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 total 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


                                       30

<TABLE>
<CAPTION>

   

                            FLEXIBLE INCOME PORTFOLIO

                                                    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 ^(a)                                                                          None         None         None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,     None        5.00%         None
whichever is lower) ^(b)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees                                                                              0.90%        0.90%        0.90%
12b-1 ^ Distribution and Service Fees                                                        0.35%        1.00%        0.90%
Other Expenses (net of expense reimbursements and/or fee waivers^) (c)                       0.60%        0.60%        0.60%
                                                                                             -----        -----        -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers^) (c)             1.85%        2.50%        2.40%


EXAMPLES

The tables below show the expenses you would pay on a ^ $1,000 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                                                                                       $65         $103         $143         $254
B                                                                                       $75         $108         $143         $267
C                                                                                       $24          $75         $128         $274
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                          1 Year      3 Years      5 Years     10 Years
- -----------                                                                          ------      -------      -------     --------
A                                                                                       $65         $103         $143         $254
B                                                                                       $25          $78         $133         $267
C                                                                                       $24          $75         $128         $274

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


     (a) 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.

     (b) On  certain  purchases  of  Class A  shares  in  amounts  greater  than
$1,000,000, a contingent deferred sales charge of 1% applies for 12 months after
purchase.

     (c) 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.  The percentages  shown are for the fiscal year ended September 30,
1996.

</TABLE>

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%.


    



                                        31

<PAGE>


<TABLE>
<CAPTION>
   

                            FLEXIBLE INCOME PORTFOLIO

                              FINANCIAL HIGHLIGHTS

                                                NET
                                              REALIZED        TOTAL
                                                AND          INCOME      DIVIDENDS    DISTRIBUTIONS  
                  NET ASSET        NET       UNREALIZED      (LOSS)        FROM           FROM                          NET ASSET
                    VALUE       INVESTMENT   GAIN (LOSS)      FROM          NET        REALIZED NET                      VALUE AT
YEAR OR PERIOD    BEGINNING       INCOME         ON        INVESTMENT   INVESTMENT       CAPITAL         TOTAL            END OF  
  ENDED (1)       OF PERIOD       (LOSS)     INVESTMENTS     INCOME       INCOME          GAINS       DISTRIBUTIONS       PERIOD  
  ---------       ---------       ------     -----------     ------       ------          -----       -------------       ------  
<S>                <C>            <C>         <C>          <C>            <C>            <C>            <C>               <C>
CLASS A
10/31/96   (2)      $9.19         $0.20       $(0.01)        $0.19        $(0.05)             --        $(0.05)            $9.33
 9/30/96            $9.17         $2.23       $(1.63)        $0.60        $(0.58)             --        $(0.58)            $9.19
 9/30/95            $8.83         $0.61         $0.37        $0.98        $(0.64)             --        $(0.64)            $9.17
 9/30/94(4)(5)      $9.59         $0.65       $(0.81)      $(0.16)        $(0.60)             --        $(0.60)            $8.83
 9/30/93            $8.95         $0.70         $0.60        $1.30        $(0.66)             --        $(0.66)            $9.59
10/31/92   (3)      $8.73         $0.80         $0.22        $1.02        $(0.80)             --        $(0.80)            $8.95
10/31/91            $7.74         $0.82         $1.10        $1.92        $(0.80)        $(0.13)        $(0.93)            $8.73
10/31/90            $9.55         $0.90       $(1.80)      $(0.90)        $(0.91)             --        $(0.91)            $7.74
10/31/89           $10.15         $0.95       $(0.46)        $0.49        $(0.93)        $(0.16)        $(1.09)            $9.55
10/31/88            $9.60         $0.91         $0.55        $1.46        $(0.91)             --        $(0.91)           $10.15
10/31/87           $10.00         $0.25       $(0.40)      $(0.15)        $(0.25)             --        $(0.25)            $9.60

CLASS B
10/31/96   (2)      $9.18         $0.20        $(0.01)       $0.19        $(0.05)             --        $(0.05)            $9.32
 9/30/96            $9.17         $2.16        $(1.63)       $0.53        $(0.52)             --        $(0.52)            $9.18

CLASS C
10/31/96   (2)      $9.18         $0.20        $(0.01)       $0.19        $(0.05)             --        $(0.05)            $9.32
 9/30/96            $9.17         $2.17        $(1.63)       $0.54        $(0.53)             --        $(0.53)            $9.18
 9/30/95            $8.83         $0.56          $0.37       $0.93        $(0.59)             --        $(0.59)            $9.17
 9/30/94            $9.59         $0.60        $(0.81)     $(0.21)        $(0.55)             --        $(0.55)            $8.83





                                                                                     
                                 NET ASSETS     RATIO OF EXPENSES TO AVERAGE NET     RATIO OF NET       
                                  AT END OF               ASSETS (10)                INCOME (LOSS)     PORTFOLIO      AVERAGE
YEAR OR PERIOD       TOTAL         PERIOD       EXCLUDING    INCLUDING                TO AVERAGE       TURNOVER     COMMISSION
  ENDED (1)        RETURN (9)      (000'S)       CREDITS      CREDITS      GROSS     NET ASSETS (16)   RATE (11)     RATE (12)
  ---------        ----------      -------       -------      -------      -----     ---------------   ---------     ---------
<S>                 <C>            <C>            <C>          <C>         <C>          <C>            <C>                 <C>
CLASS A
10/31/96   (2)         2.08%       $17,001        1.85%        1.85%       2.98%         6.15%          16.16%             --
 9/30/96               6.73%       $17,065        1.85%        1.85%       2.07%         6.46%         135.38%             --
 9/30/95              11.57%       $19,786        1.87%        1.85%       1.94%         7.03%         149.58%             --
 9/30/94(4)(5)       (1.54)%       $21,527        1.85%           --       2.13%         6.57%         105.40%             --
 9/30/93              13.66%       $29,232        1.50%           --       1.56%         7.76%         138.86%             --
10/31/92   (3)        12.17%       $26,676        1.50%           --       1.66%         8.55%         140.23%             --
10/31/91              26.38%       $18,696        1.50%           --       1.75%         9.84%         130.73%             --
10/31/90            (10.22)%       $18,760        1.50%           --       1.60%        10.51%          72.40%             --
10/31/89               5.17%       $27,645        1.29%           --       1.56%         9.63%          71.44%             --
10/31/88              15.62%       $20,469        1.00%           --       1.96%         9.22%          54.42%             --
10/31/87             (1.90)%        $4,676        1.14%           --          --         7.88%          68.21%             --

CLASS B
10/31/96   (2)         2.04%          $522        2.50%        2.50%       3.63%         5.50%          16.16%             --
 9/30/96               5.94%          $494        2.50%        2.50%       2.72%         5.81%         135.38%             --

CLASS C
10/31/96   (2)         2.04%          $846        2.40%        2.40%       3.53%         5.60%          16.16%             --
 9/30/96               6.03%          $883        2.40%        2.40%       2.62%         5.91%         135.38%             --
 9/30/95              10.95%          $558        2.42%        2.40%       2.49%         6.48%         149.58%             --
 9/30/94             (2.15)%          $691        2.40%           --       8.59%         6.03%         105.40%             --

</TABLE>

                  SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 39

    

<PAGE>



                                       32

<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 investment grade (below the four highest rating categories);  and will not
invest  in rated  securities  that,  at the time of  investment,  are rated 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
investment grade (below the four highest rating categories); and will not invest
in rated securities that, at the time of investment,  are ratedB 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.


                                       33

<PAGE>

<TABLE>
<CAPTION>

   
                              INCOME PLUS PORTFOLIO

                                                    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 (a)                                                                           None         None            None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,     None        5.00%            None
whichever is lower) (b)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees                                                                              0.60%        0.60%           0.60%
12b-1 Distribution and Service Fees                                                          0.35%        1.00%           0.90%
Other Expenses (c)                                                                           0.38%        0.38%           0.38%
                                                                                             -----        -----           -----
Total Operating Expenses (c)                                                                 1.33%        1.98%           1.88%

EXAMPLES

The tables below show the expenses you would pay on a ^ $1,000 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                                                                                       $60          $88         $117         $200
B                                                                                       $70          $92         $117         $214
C                                                                                       $19          $59         $102         $220
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                          1 Year      3 Years      5 Years     10 Years
- -----------                                                                          ------      -------      -------     --------
A                                                                                       $60          $88         $117         $200
B                                                                                       $20          $62         $107         $214
C                                                                                       $19          $59         $102         $220

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

     (a) 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.

     (b) On  certain  purchases  of  Class A  shares  in  amounts  greater  than
$1,000,000, a contingent deferred sales charge of 1% applies for 12 months after
purchase.

     (c) 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.  The percentages  shown are for the fiscal year ended September 30,
1996.

</TABLE>

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%.
    



                                        34

<PAGE>






<TABLE>
<CAPTION>
   
                              INCOME PLUS PORTFOLIO

                              FINANCIAL HIGHLIGHTS

                                                NET
                                              REALIZED        TOTAL
                                                AND          INCOME      DIVIDENDS    DISTRIBUTIONS  
                  NET ASSET        NET       UNREALIZED      (LOSS)        FROM           FROM                          NET ASSET
                    VALUE       INVESTMENT   GAIN (LOSS)      FROM          NET        REALIZED NET                      VALUE AT
YEAR OR PERIOD    BEGINNING       INCOME         ON        INVESTMENT   INVESTMENT       CAPITAL         TOTAL            END OF  
  ENDED (1)       OF PERIOD       (LOSS)     INVESTMENTS     INCOME       INCOME          GAINS       DISTRIBUTIONS       PERIOD  
  ---------       ---------       ------     -----------     ------       ------          -----       -------------       ------  
<S>                <C>            <C>          <C>          <C>           <C>            <C>            <C>               <C>
CLASS A
10/31/96  (2)      $10.41         $0.22          $0.04        $0.26       $(0.06)             --        $(0.06)           $10.61
 9/30/96           $10.36         $2.72        $(1.96)        $0.76       $(0.71)             --        $(0.71)           $10.41
 9/30/95            $9.75         $0.75          $0.71        $1.46       $(0.75)        $(0.10)        $(0.85)           $10.36
 9/30/94           $10.98         $0.76        $(1.10)      $(0.34)       $(0.75)        $(0.14)        $(0.89)            $9.75
 9/30/93           $10.55         $0.83          $0.46        $1.29       $(0.81)        $(0.05)        $(0.86)           $10.98
 9/30/92  (6)      $10.04         $0.76          $0.64        $1.40       $(0.76)        $(0.13)        $(0.89)           $10.55
11/30/91            $9.20         $0.98          $0.87        $1.85       $(0.98)        $(0.03)        $(1.01)           $10.04
11/30/90            $9.99         $1.04        $(0.79)        $0.25       $(1.04)             --        $(1.04)            $9.20
11/30/89            $9.89         $1.04          $0.10        $1.14       $(1.04)             --        $(1.04)            $9.99
11/30/88            $9.85         $1.04          $0.06        $1.10       $(1.04)        $(0.02)        $(1.06)            $9.89
11/30/87           $10.94         $1.08        $(1.03)        $0.05       $(1.08)        $(0.06)        $(1.14)            $9.85
11/30/86           $10.28         $1.06          $0.73        $1.79       $(1.06)        $(0.07)        $(1.13)           $10.94

CLASS B
10/31/96  (2)      $10.40         $0.23          $0.04        $0.27       $(0.06)             --        $(0.06)           $10.61
 9/30/96           $10.35         $2.65        $(1.96)        $0.69       $(0.64)             --        $(0.64)           $10.40

CLASS C
10/31/96  (2)      $10.40         $0.23          $0.04        $0.27       $(0.06)             --        $(0.06)           $10.61
 9/30/96           $10.35         $2.66        $(1.96)        $0.70       $(0.65)             --        $(0.65)           $10.40
 9/30/95            $9.74         $0.69          $0.71        $1.40       $(0.69)        $(0.10)        $(0.79)           $10.35
 9/30/94           $10.98         $0.66        $(1.10)      $(0.44)       $(0.66)        $(0.14)        $(0.80)            $9.74



                                                                                     
                                 NET ASSETS     RATIO OF EXPENSES TO AVERAGE NET     RATIO OF NET       
                                  AT END OF               ASSETS (10)                INCOME (LOSS)     PORTFOLIO      AVERAGE
YEAR OR PERIOD       TOTAL         PERIOD       EXCLUDING    INCLUDING                TO AVERAGE       TURNOVER     COMMISSION
  ENDED (1)        RETURN (9)      (000'S)       CREDITS      CREDITS      GROSS     NET ASSETS (16)   RATE (11)     RATE (12)
  ---------        ----------      -------       -------      -------      -----     ---------------   ---------     ---------
<S>                <C>             <C>             <C>         <C>         <C>         <C>              <C>                 <C>
 CLASS A
10/31/96  (2)        2.53%         $66,285         1.33%       1.32%          --        5.60%            1.58%              --
 9/30/96             7.64%         $65,252         1.33%       1.31%          --        6.89%           65.96%              --
 9/30/95            15.85%         $68,746         1.29%       1.26%          --        7.53%           25.07%              --
 9/30/94           (3.28)%         $63,995         1.33%          --          --        7.35%           48.12%              --
 9/30/93            12.80%         $72,401         1.33%          --          --        7.73%           54.51%              --
 9/30/92  (6)       14.40%         $54,647         1.17%          --          --        8.79%           91.01%              --
11/30/91            21.00%         $47,334         1.15%          --       1.21%       10.20%           52.79%              --
11/30/90             2.50%         $33,182         0.69%          --       1.44%       11.12%           18.54%              --
11/30/89            12.10%         $23,416         0.70%          --       1.09%       10.59%           57.50%              --
11/30/88            11.50%         $17,078         0.68%          --       1.11%       10.55%           34.29%              --
11/30/87             0.30%         $11,349         0.64%          --       1.20%       10.82%           34.13%              --
11/30/86            17.90%          $4,221         1.29%          --       2.25%        9.93%           29.80%              --

 CLASS B
10/31/96  (2)        2.59%            $804         1.98%       1.97%          --        4.95%            1.58%              --
 9/30/96             6.95%            $774         1.98%       1.96%          --        6.24%           65.96%              --

 CLASS C
10/31/96  (2)        2.59%          $2,781         1.88%       1.87%          --        5.05%            1.58%              --
 9/30/96             7.05%          $2,684         1.88%       1.86%          --        6.34%           65.96%              --
 9/30/95            15.08%          $1,980         1.84%       1.81%          --        6.98%           25.07%              --
 9/30/94           (4.55)%          $2,112         3.52%          --          --        5.16%           48.12%              --

</TABLE>

                  SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 39


    

                                        35

<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. ^ 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.

                                       36

<PAGE>
<TABLE>
<CAPTION>

   
                              TAX-EXEMPT PORTFOLIO



                                                    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 ^(a)                                                                          None         None         None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,     None        5.00%         None
whichever is lower) ^(b)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees                                                                              0.60%        0.60%        0.60%
12b-1 ^ Distribution and Service Fees                                                        0.35%        1.00%        0.60%
Other Expenses (net of expense reimbursements and/or fee waivers^) (c)                       0.05%        0.05%        0.05%
                                                                                             -----        -----        -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers^) (c)             1.00%        1.65%        1.25%

EXAMPLES

The tables below show the expenses you would pay on a ^ $1,000 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                                                                                         57          78          100          164
B                                                                                         67          82          100          178
C                                                                                         13          40           69          151
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                           1 Year     3 Years      5 Years     10 Years
- -----------                                                                           ------     -------      -------     --------
A                                                                                         57          78          100          164
B                                                                                         17          52           90          178
C                                                                                         13          40           69          151

^-------------------------------

     ^(a) 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.

     ^(b) On  certain  purchases  of Class A ^ shares in  amounts  greater  than
$1,000,000, a contingent deferred sales charge of 1% applies for 12 months after
purchase.

     ^(c)  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.  ^ The  percentages  shown are for the fiscal year ended
September 30, 1996.

</TABLE>

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%.

    


                                        37

<PAGE>


<TABLE>
<CAPTION>

   
                              TAX-EXEMPT PORTFOLIO

                              FINANCIAL HIGHLIGHTS

                                                NET
                                              REALIZED        TOTAL
                                                AND          INCOME      DIVIDENDS    DISTRIBUTIONS  
                  NET ASSET        NET       UNREALIZED      (LOSS)        FROM           FROM                          NET ASSET
                    VALUE       INVESTMENT   GAIN (LOSS)      FROM          NET        REALIZED NET                      VALUE AT
YEAR OR PERIOD    BEGINNING       INCOME         ON        INVESTMENT   INVESTMENT       CAPITAL         TOTAL            END OF  
  ENDED (1)       OF PERIOD       (LOSS)     INVESTMENTS     INCOME       INCOME          GAINS       DISTRIBUTIONS       PERIOD  
  ---------       ---------       ------     -----------     ------       ------          -----       -------------       ------  
<S>                <C>            <C>          <C>           <C>          <C>            <C>             <C>              <C>
CLASS A
10/31/96  (2)      $11.36         $0.18        $(0.09)         $0.09      $(0.05)             --         $(0.05)          $11.40
 9/30/96           $11.34         $2.13        $(1.48)         $0.65      $(0.56)        $(0.07)         $(0.63)          $11.36
 9/30/95           $11.10         $0.55          $0.29         $0.84      $(0.56)        $(0.04)         $(0.60)          $11.34
 9/30/94           $12.07         $0.56        $(0.60)       $(0.04)      $(0.54)        $(0.39)         $(0.93)          $11.10
 9/30/93           $11.62         $0.56          $0.45         $1.01      $(0.54)        $(0.02)         $(0.56)          $12.07
 9/30/92  (7)      $11.46         $0.54          $0.28         $0.82      $(0.54)        $(0.12)         $(0.66)          $11.62
11/30/91           $11.27         $0.75          $0.26         $1.01      $(0.75)        $(0.07)         $(0.82)          $11.46
11/30/90           $11.39         $0.78        $(0.12)         $0.66      $(0.78)             --         $(0.78)          $11.27
11/30/89           $10.97         $0.78          $0.42         $1.20      $(0.78)             --         $(0.78)          $11.39
11/30/88           $10.44         $0.79          $0.53         $1.32      $(0.79)             --         $(0.79)          $10.97
11/30/87           $11.81         $0.77        $(1.37)       $(0.60)      $(0.77)             --         $(0.77)          $10.44
11/30/86           $10.56         $0.79          $1.42         $2.21      $(0.79)        $(0.17)         $(0.96)          $11.81

CLASS B
10/31/96  (2)      $11.36         $0.17        $(0.09)         $0.08      $(0.04)             --         $(0.04)          $11.40
 9/30/96           $11.34         $2.06        $(1.48)         $0.58      $(0.49)        $(0.07)         $(0.56)          $11.36

CLASS C
10/31/96  (2)      $11.36         $0.17        $(0.09)         $0.08      $(0.04)             --         $(0.04)          $11.40
 9/30/96           $11.34         $2.10        $(1.48)         $0.62      $(0.53)        $(0.07)         $(0.60)          $11.36
 9/30/95           $11.10         $0.52          $0.29         $0.81      $(0.53)        $(0.04)         $(0.57)          $11.34
 9/30/94           $12.07         $0.53        $(0.60)       $(0.07)      $(0.51)        $(0.39)         $(0.90)          $11.10


                                                                                     
                                 NET ASSETS     RATIO OF EXPENSES TO AVERAGE NET     RATIO OF NET       
                                  AT END OF               ASSETS (10)                INCOME (LOSS)     PORTFOLIO      AVERAGE
YEAR OR PERIOD       TOTAL         PERIOD       EXCLUDING    INCLUDING                TO AVERAGE       TURNOVER     COMMISSION
  ENDED (1)        RETURN (9)      (000'S)       CREDITS      CREDITS      GROSS     NET ASSETS (16)   RATE (11)     RATE (12)
  ---------        ----------      -------       -------      -------      -----     ---------------   ---------     ---------
<S>                 <C>            <C>            <C>          <C>          <C>         <C>             <C>                <C>
 CLASS A
10/31/96  (2)         0.76%        $24,439        1.00%        1.00%        1.89%       4.60%             3.79%            --
 9/30/96              5.89%        $24,708        1.00%        1.00%        1.46%       4.88%            71.05%            --
 9/30/95              7.75%        $27,401        1.02%        1.00%        1.35%       4.83%           126.48%            --
 9/30/94            (0.41)%        $29,096        1.00%           --        1.30%       4.83%            59.84%            --
 9/30/93              8.97%        $30,717        1.00%           --        1.43%       4.83%            91.03%            --
 9/30/92              7.20%        $28,363        1.00%           --        1.20%       5.49%           106.89%            --
11/30/91              9.20%        $28,242        0.95%           --        1.24%       6.67%           117.92%            --
11/30/90              6.00%        $22,708        0.68%           --        0.92%       6.92%            81.17%            --
11/30/89             11.20%        $15,916        0.70%           --        1.11%       6.98%            67.45%            --
11/30/88             12.90%        $11,805        0.70%           --        1.13%       7.28%            35.44%            --
11/30/87            (5.20)%         $8,833        0.64%           --        1.37%       7.16%            87.03%            --
11/30/86             21.40%         $3,112        1.21%           --        2.92%       6.89%            38.00%            --

 CLASS B
10/31/96  (2)         0.71%           $198        1.65%        1.65%        2.54%       3.94%             3.79%            --
 9/30/96              5.21%           $189        1.65%        1.65%        2.11%       4.23%            71.05%            --

 CLASS C
10/31/96  (2)         0.74%           $939        1.25%        1.25%        2.14%       4.34%             3.79%            --
 9/30/96              5.63%           $907        1.25%        1.25%        1.71%       4.63%            71.05%            --
 9/30/95              7.48%           $454        1.27%        1.25%        1.60%       4.58%           126.48%            --
 9/30/94            (0.73)%           $277        1.25%           --       20.88%       4.58%            59.84%            --

</TABLE>

                  SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 39


    
<PAGE>



                                       38

<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 ^ Strategic Total Return Portfolios
was December 2, 1994.  Commencement  of operations for Class B shares of each of
the above  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) Calculations are for the one month period ended October 31, 1996. 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 of 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 for Class A or Class T shares 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 ^ show:  Expenses Excluding Credits
(total expenses less amounts  waived/reimbursed  by the investment  adviser);  ^
Expenses Including Credits (total expenses less amounts waived/reimbursed by the
investment  adviser and reduced by  affiliated  brokerage  and custody  earnings
credits);  and ^ Gross  Expenses  (total  expenses  ^, not taking  into  account
waived/reimbursed  amounts by the investment  adviser ^ or affiliated  brokerage
and custody earnings credits). Short periods (where applicable) are annualized.

(11) This rate is  calculated  by  dividing  the ^ lesser of the  Portfolio's  ^
respective  long-term  purchases or sales by the average  value of its long-term
investments during the period. ^ Growth's  acquisition of investment  securities
of IDEX Fund and IDEX Fund 3 has been  eliminated  from the  September  30, 1996
portfolio  turnover  calculation.  Short  periods  (where  applicable)  are  not
annualized.
    


                                       39

<PAGE>



   
(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 ^ ended September 30, 1996 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.

   
(14)  Distributions  from net realized  capital gains include  distributions  in
excess of current net realized capital gains.

(15) Distributions from net investment income include distributions in excess of
current net investment income.

(16) Short periods (where applicable) are annualized.
    

                                       40

<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.

                                       41

<PAGE>



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.

                    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.

   
o    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  net  assets,  directly  or  indirectly,  in  foreign
     securities.
    

o    The Global and International  Equity Portfolios may invest without limit in
     foreign securities.

   
o    The ^  Strategic  Total  Return  Portfolio  may invest up to 25% of its net
     assets directly or indirectly in foreign securities,  provided that no more
     than 10% of its total  assets may be invested  directly in such  securities
     denominated  in  foreign  currency  and not  publicly  traded in the United
     States.

o    The  Flexible  Income  Portfolio  may  invest up to 50% of its net  assets,
     directly or indirectly,  in foreign securities,  provided that no more than
     25% of its total 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,  ^  Strategic  Total  Return and  Tactical  Asset  Allocation
Portfolios do not currently  intend to purchase or sell any  derivatives  during
the fiscal year ending October 31, 1997. 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.

                                       42

<PAGE>



The  Income  Plus  Portfolio  may  purchase  and sell  contracts  for the future
delivery of  fixed-income  securities at an established  price,  commonly called
"interest  rate futures  contracts."  It does so only for the purpose of hedging
against anticipated  interest rate changes that would adversely affect the value
of Portfolio  securities.  The Portfolio will maintain cash or cash  equivalents
equal in value to the market value of futures contracts  purchased (less related
margin  deposits) to assure that its position is fully  collateralized  and that
its use of such contracts is minimally leveraged.

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

o    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.

o    The Portfolio does not intend to write any put options.

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

o    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.

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

   
o    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
     total 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 during the fiscal year ended October 31, 1997,  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

                                       43

<PAGE>



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.

             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.

o    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.

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

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

o    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.


                                       44

<PAGE>



                  REPURCHASE AND REVERSE REPURCHASE AGREEMENTS

Each  of  the  Portfolios  may  invest  in  repurchase  and  reverse  repurchase
agreements.  In a  repurchase  agreement,  the  Portfolio  buys a  security  and
simultaneously  agrees  to  resell  it  to  the  seller,  generally  a  bank  or
broker-dealer  who agrees to repurchase the security,  at a specified  price and
date or on demand.  This  technique is a method of earning  income on idle cash.
The repurchase  agreement is effectively  secured by the value of the underlying
security.

If a seller fails to repurchase the security as agreed, the Portfolio may suffer
a loss if the  security's  value  declines  before  it can be  sold on the  open
market.  If the seller goes  bankrupt,  a  Portfolio  may  encounter  delays and
increased costs in selling the underlying security.

Repurchase agreements maturing in more than seven days are subject to the limits
described above on illiquid securities.

In a reverse repurchase agreement, a Portfolio sells a security to another party
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,  ^ Strategic Total Return,
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 total assets,  and each of
the Value Equity and ^ Strategic Total Return Portfolios may invest up to 10% of
its  total  assets,  in junk  bonds,  or in the case of the Value  Equity  and ^
Strategic Total Return  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.

                                       45

<PAGE>



                                BANK OBLIGATIONS

   
Subject  to  its  investment  policy,  during  temporary  defensive  periods,  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:
    

o    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;

o    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

o    exposure to credit losses arising from possible  financial  difficulties of
     borrowers might affect a bank's ability to meet its obligations.

                            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 25% or more ^ of total 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

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

o    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  IDEX  Series  Fund -  Introduction  to the  Portfolios:  ^  Investment
Practices   and  Risks  for  a   discussion   of  the   individual   Portfolios'
diversification styles.
    


                                       46

<PAGE>



                               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:

o    liquidity needs;

o    securities having reached a price or yield objective;

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

o    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%.

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 (100% or more) 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"),  ^  an  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  total  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
    

                                       47

<PAGE>



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.,  ^ Strategic  Total Return,  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., ^ Strategic Total Return, 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.

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.

o    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.

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

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

o    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.


                                       48

<PAGE>



As a fundamental  policy,  the Aggressive Growth Portfolio may not make loans to
others,  except through buying  qualified debt  obligations,  lending  portfolio
securities  or  entering  into  repurchase  agreements.  The  Aggressive  Growth
Portfolio  will not lend  securities or other assets if, as a result,  more than
20% of its total assets would be loaned to other parties.

If the  borrower  of a  security  defaults,  the  Portfolio  may be  delayed  or
prevented from recovering  collateral,  or may be otherwise  required to cover a
transaction  in  the  security  loaned.  If  portfolio  securities  are  loaned,
collateral  values  must be  continuously  maintained  at no less  than  100% by
pricing both the securities loaned and the collateral daily. If a material event
is to be voted upon affecting a Portfolio's  investment in securities  which are
on loan,  the Portfolio will take such actions as may be appropriate in order to
vote its shares. For more information about lending securities, see the SAI.

                             JOINT TRADING ACCOUNTS

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

                         MASTER FUND/FEEDER FUND OPTION

The Fund may in the future  seek to achieve  the  investment  objective  of 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.

                    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

                                       49

<PAGE>



unregulated and can be subject to speculative  trading.  From time to time, many
countries  impose exchange  controls which limit or prohibit  trading in certain
currencies.

CURRENCY  TRADING  COSTS.  ADRs do not  involve  the same  direct  currency  and
liquidity risks as securities  denominated in foreign currencies.  However,  the
value of the currency in which the foreign  security  represented  by the ADR is
denominated may affect the value of the ADR.

To the extent  that a Portfolio  invests in foreign  securities  denominated  in
foreign  currencies,  its share price  reflects the price  movements both of its
securities and of the currencies in which they are denominated.  The share price
of a Portfolio  that invests in both U.S. and foreign  securities may have a low
correlation with movements in the U.S.  markets.  If most of the securities in a
Portfolio  are  denominated  in  foreign  currencies  or  depend on the value of
foreign  currencies,  the relative  strength of the U.S.  dollar  against  those
foreign currencies may be an important factor in that Portfolio's performance. A
Portfolio incurs costs in converting foreign  currencies into U.S. dollars,  and
vice versa.

DIFFERENT  ACCOUNTING AND REPORTING  PRACTICES.  Foreign companies are generally
subject  to tax  laws  and  to  accounting,  auditing  and  financial  reporting
standards,  practices and  requirements  different  from those that apply in the
U.S.

LESS INFORMATION AVAILABLE. There is generally less public information available
about foreign companies.

LESS  REGULATION.   Many  foreign  countries  have  less  stringent   securities
regulations than the U.S.

MORE  DIFFICULT  BUSINESS  NEGOTIATIONS.  A Portfolio  may find it  difficult to
enforce  obligations in foreign  countries or to negotiate  favorable  brokerage
commission rates.

REDUCED LIQUIDITY/INCREASED VOLATILITY. Some foreign securities are less liquid,
and their prices more volatile, than securities of comparable U.S. companies.

SETTLEMENT DELAYS. Settling foreign securities transactions may take longer than
settlements in the U.S.

HIGHER  CUSTODY  CHARGES.  Custodianship  of shares  may cost  more for  foreign
securities than it does for U.S. securities.

ASSET  VULNERABILITY.  In some  foreign  countries,  there  is a risk of  direct
seizure or  appropriation  through  taxation of assets of a  Portfolio.  Certain
countries may also impose limits on the removal of securities or other assets of
a Portfolio. Interest, dividends and capital gains on foreign securities held by
a Portfolio may be subject to foreign withholding taxes.

POLITICAL  INSTABILITY.  In  some  countries,   political  instability,  war  or
diplomatic developments could affect investments.

These risks may be greater in developing  countries or in countries with limited
or developing  capital  markets.  In particular,  developing  countries may have
relatively unstable governments,  economies based on only a few industries,  and
securities  markets that trade only a small number of  securities.  As a result,
securities  of  issuers  located  in  developing   countries  may  have  limited
marketability and may be subject to abrupt or erratic price fluctuations.

At times,  the  Portfolios'  foreign  securities  may be listed on  exchanges or
traded in markets which are open on days (such as Saturday)  when the Portfolios
do not  compute a price or accept  orders  for  purchase,  sale or  exchange  of
shares. As a result,  the net asset value of the Portfolios may be significantly
affected by trading on days when shareholders cannot make transactions.

HEDGING FOREIGN CURRENCY TRANSACTIONS.  A Portfolio may hedge some or all of its
investments  denominated in a foreign currency against a decline in the value of
that currency.  For example,  a Portfolio may buy or sell securities while using
forward currency  contracts to fix a price in U.S. dollars for securities it has
agreed  to buy or  sell  ("transaction  hedge").  A  Portfolio  may  enter  into
contracts to sell a foreign  currency for U.S.  dollars (not exceeding the value
of a given Portfolio's  assets denominated in that currency) or by participation
in options or futures contracts with respect to a currency ("position hedge").

A  Portfolio  could  hedge a  position  by selling a second  currency,  which is
expected to perform similarly to the currency in which portfolio investments are
denominated 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").


                                       50

<PAGE>



As an operating  policy, a Portfolio will not commit more than 10% of its assets
to the  consummation  of  cross-hedge  contracts,  and will  either  cover  such
transactions  with liquid  portfolio  securities  denominated  in the applicable
currency  or  segregate  liquid  assets in the  amount of such  commitments.  In
addition,  when a  Portfolio  anticipates  buying  securities  denominated  in a
particular  currency,  it may enter into a forward  contract  to  purchase  such
currency  in exchange  for the U.S.  dollar or another  currency  ("anticipatory
hedge").

These strategies seek to minimize the effect of currency appreciation as well as
depreciation,  but do not protect  against a decline in the underlying  value of
the hedged  security.  In addition,  such strategies may reduce or eliminate the
opportunity to profit from increases in the value of the original currency,  and
may adversely  affect a Portfolio's  performance if the manager's  projection of
future exchange rates is wrong.

                FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS

Generally,  options,  futures  contracts,  forward  contracts  and  swap-related
products  ("derivative  instruments")  involve  additional  investment risks and
transaction  costs, and draw upon skills and experience which are different from
those needed to pick the other  securities or  instruments  in which a Portfolio
invests. Special risks of derivatives' use include:

INACCURATE MARKET PREDICTIONS.  If interest rates, securities prices or currency
markets do not move in the directions  expected by a portfolio  manager who uses
derivatives  based  on  those  measures,  these  instruments  may  fail in their
intended purpose and result in losses to the Portfolio.

IMPERFECT  CORRELATION.  Derivatives' prices may be imperfectly  correlated with
the prices of the securities,  interest rates or currencies  being hedged.  When
this happens, the expected benefits may be diminished.

ILLIQUIDITY.  A liquid  secondary  market may not be available  for a particular
instrument at a particular  time. A Portfolio may therefore be unable to control
losses by closing out a derivative position.

TAX CONSIDERATIONS. A Portfolio may have to delay closing out certain derivative
positions to avoid adverse tax consequences.

The  risk of loss  from  investing  in  derivative  instruments  is  potentially
unlimited. See the SAI for more information about derivatives.

                             FIXED INCOME INVESTING

Risk in the fixed income  component of any Portfolio  depends on (1) the term of
the securities;  (2) the quality of the securities;  and (3) changes in interest
rates.

When  prevailing  interest  rates trend  downward,  the price of  existing  debt
securities  tends to go up,  because  the  coupon  payments  (or yield) of those
securities  becomes  more  valuable in  comparison  to  prevailing  rates.  When
interest rates trend upward, the price of existing securities tends to go down.

This effect usually becomes more pronounced  with  longer-term  issues than with
shorter-term issues.

The effect of these  fluctuations,  in turn,  on a  Portfolio's  share price and
yield depends on the extent to which a Portfolio is invested in debt securities.

                           HIGH-YIELD/HIGH-RISK BONDS

High-yield/high risk debt securities are also known as "junk bonds." These bonds
involve significant quality and liquidity concerns. Their yields fluctuate. They
are not suitable for short-term investing.

Higher yields are  ordinarily  available on  fixed-income  securities  which are
unrated or are rated in the lower categories by services such as S&P or Moody's.
Unrated  securities are not necessarily of lower quality than rated  securities,
but the  markets for lower  rated and  unrated  securities  are less liquid than
higher rated securities.

Lower rated debt securities  (including  convertibles) carry significant default
risk -- the risk that the issuer will not make  interest or  principal  payments
when due.  Because the coupon rates on these  securities  are high,  the issuers
might  experience  great  financial  stress in an  economic  downturn  or during
periods of rising  interest  rates.  This stress  might  adversely  affect their
ability to make interest or principal payments or to obtain additional credit. A
bond default within the Portfolio would cause losses to the Portfolio.


                                       51

<PAGE>



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:

o    a new product or process;

o    a management change;

o    a technological breakthrough;

o    an extraordinary corporate event; or

o    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.

                     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.


                                       52

<PAGE>



                           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, ^ STRATEGIC
TOTAL RETURN, 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,  ^ Strategic  Total  Return,  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 or the  one-month  period  ended  October 31, 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, ^
Strategic  Total Return,  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 or the
one-month  period ended October 31, 1996, by the Value Equity and  International
Equity  Portfolios,  since those  Portfolios had not yet begun  operations as of
that date.
    


                     ACTUAL ADVISORY FEE RATIOS FOR
                          THE FISCAL YEAR ENDED
                           SEPTEMBER 30, 1996
   
                                       PERCENTAGE OF AVERAGE       
                                         DAILY NET ASSETS
                                               
                 Capital Appreciation*        0.13%                
                 Global                       1.00%                
                 Growth                       1.00%                
                 Balanced*                    0.00%                
                 Flexible Income*             0.69%                
    
                 *Net of fees waived by IMI


             TOTAL ACTUAL EXPENSE RATIOS FOR THE FISCAL
                   YEAR ENDED SEPTEMBER 30, 1996,      
               INCLUDING THE INVESTMENT ADVISORY FEE.  
                                                       
                             PERCENTAGE OF AVERAGE DAILY NET ASSETS
                                                                   
                              CLASS A     CLASS B    CLASS C    CLASS T
   Capital Appreciation*      1.85%        2.50%      2.40%         -- 
   Global                     2.09%        2.74%      2.64%         -- 
   Growth                     1.83%        2.46%      2.34%      1.18% 
   Balanced ^*                1.85%        2.50%      2.40%         -- 
   Flexible Income*           1.85%        2.50%      2.40%         -- 
                                                                       
  *Net of fees waived by IMI                                           


                                       53

<PAGE>




                              ADVISORY FEE SCHEDULE

                              CAPITAL                                   FLEXIBLE
AVERAGE DAILY NET ASSETS    APPRECIATION   GLOBAL    GROWTH   BALANCED   INCOME
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%


                         ACTUAL ADVISORY FEE RATIOS FOR
                              THE FISCAL YEAR ENDED
                               SEPTEMBER 30, 1996

                                    PERCENTAGE OF AVERAGE DAILY NET  
                                                ASSETS

        
     Aggressive Growth*                          0.25%               
     C.A.S.E.*                                   0.00%               
     Strategic Total Return*                     0.06%               
     Tactical Asset Allocation*                  0.65%               
     Income Plus                                 0.60%               
     Tax-Exempt*                                 0.13%               
         
     *Net of fees waived by ISI                                      
     --------------------------------------                          


                    TOTAL ACTUAL EXPENSE RATIOS FOR THE FISCAL           
                          YEAR ENDED SEPTEMBER 30, 1996,                 
                      INCLUDING THE INVESTMENT ADVISORY FEE.             
                                                                         
                                  PERCENTAGE OF AVERAGE DAILY NET ASSETS 
                                                                         
                              CLASS A        CLASS B         CLASS C     
                                                                         
 Aggressive Growth*           1.85%          2.50%           2.40%  
 C.A.S.E. *                   2.85%          3.50%           3.40%  
 Strategic Total Return*      1.85%          2.50%           2.40%  
 Tactical Asset Allocation*   2.85%          3.50%           3.40%  
 Income Plus                  1.33%          1.98%           1.88%  
 Tax-Exempt*                  1.00%          1.65%           1.25%  
                                                                    
 *Net of fees waived by ISI                                         




<TABLE>
<CAPTION>
                              ADVISORY FEE SCHEDULE
   
                                                                            STRATEGIC     TACTICAL
                            Aggressive   International             VALUE      TOTAL         ASSET         INCOME          TAX-
AVERAGE DAILY NET ASSETS      Growth        Equity       C.A.S.E.  EQUITY    RETURN      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>



                    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.

                                       54

<PAGE>



                                  SUB-ADVISERS

Janus Capital, AEGON USA Investment Management, Inc. ("AEGON Management"),  Fred
Alger  Management,  Inc. ("Alger  Management"),  Luther King Capital  Management
Corporation  ("Luther King"),  Dean Investment  Associates ("Dean  Investment"),
C.A.S.E. Management, Inc. ("C.A.S.E."),  NWQ Investment Management Company, Inc.
("NWQ"),  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  ^ $7.1  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.

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 ^ over $20 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 ^ $57 billion.
    


                                       55

<PAGE>


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.

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.

                                       56

<PAGE>




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.  On  January  13,  1997,  Mr.   Speaker,   settled  an  SEC
administrative  action  involving two personal trades that he made in January of
1993. Without admitting or denying the allegations,  Mr. Speaker agreed to civil
money penalty,  disgorgement and interest payments  totaling  $37,199,  and to a
90-day  suspension  starting on or about January 27, 1997. During that time, the
Flexible Income Portfolio will be managed by its co-manager, Sandy Rufenacht.

Sandy  R.  Rufenacht  has  been  co-portfolio  manager  of the  Flexible  Income
Portfolio since January, 1997. Mr. Rufenacht joined Janus Capital Corporation in
1990 and gained  experience  as a trader and research  analyst  before  assuming
management  responsibilities.  He holds a Bachelor of Arts in Business  from the
University  of  Northern  Colorado.  Mr.  Rufenacht  is also an  Executive  Vice
President of Janus Investment Fund and serves as portfolio manager or co-manager
of other mutual funds.
    

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.

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

                                       57

<PAGE>



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.

   
                       ^ STRATEGIC TOTAL RETURN PORTFOLIO

Luther King, 301 Commerce Street, Suite 1600, Fort Worth, Texas 76102, serves as
the investment sub-adviser to the ^ Strategic Total Return 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. ^ Strategic  Total Return
Portfolio since its inception in February, 1993.

Luther King provides ISI with investment  advice and  recommendations  for the ^
Strategic Total Return  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.

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 ^ Strategic Total Return
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 ^
Strategic  Total  Return  Portfolio  since  its  inception.  Mr.  King  has been
President of Luther King since 1979.  Mr.  Hollmann has served as Vice President
of Luther King since 1983.
    

                       TACTICAL ASSET ALLOCATION PORTFOLIO

   
ISI has entered into an  Investment  Counsel  Agreement  for the Tactical  Asset
Allocation  Portfolio  with  Dean  Investment,  a  division  of  C.H.  Dean  and
Associates,  Inc., 2480 Kettering Tower,  Dayton,  Ohio  45423-2480.  Founded in
1972, Dean  Investment  manages  portfolios for  individuals  and  institutional
clients  world-wide and provides a full range of investment  advisory  services,
with more than ^ $3.7  billion in assets  under  management  as of 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.

                                       58

<PAGE>



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' 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.


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<PAGE>



                 DISTRIBUTOR AND DISTRIBUTION AND SERVICE PLANS

                             UNDERWRITING AGREEMENTS

The Fund has entered into an  Underwriting  Agreement with ISI pursuant to which
ISI serves as principal  underwriter  and performs  services and bears  expenses
relating to the offering of Fund shares for sale to the public.

ISI is compensated  by each Portfolio for services as distributor  and principal
underwriter for Class A, Class B and Class C shares of each Portfolio, and Class
T shares of the Growth Portfolio.

                               DISTRIBUTION PLANS

ISI may use the fees payable  under these plans as it deems  appropriate  to pay
for  activities  or  expenses  primarily  intended  to result in the sale of the
respective  share  classes  or in  personal  service  to and/or  maintenance  of
shareholder  accounts of the respective  share classes.  Expense  categories may
include, but are not limited to: compensation to employees of ISI;  compensation
to and expenses of ISI, dealers or other financial  institutions who sell shares
or  service  shareholder  accounts;  the  costs  of  printing  and  distributing
prospectuses,  statements of additional  information  and reports for other than
existing  shareholders;  and the costs of preparing,  printing and  distributing
sales  literature and advertising  materials.  Payments made under the plans may
exceed distribution expenses actually incurred.

Of the  distribution  and service  fees  received by ISI for Class A and Class B
shares,  ISI  currently  reallows an annual amount of 0.25% of the average daily
net assets of that  Portfolio's  Class A or Class B shares to brokers or dealers
that have sold such shares. Of the distribution and service fees received by ISI
for Class C shares,  ISI currently reallows the total fees to brokers or dealers
that have sold such Class C shares.  Class T shares of the Growth  Portfolio are
not subject to annual  distribution and service fees.  However,  as compensation
for the  expenses  borne  by ISI and the  distribution  services  provided,  ISI
receives the sales  charges  imposed on Class T shares and reallows a portion of
such charges to brokers or dealers that have sold such Class T shares.

                         CLASS A SHARE DISTRIBUTION PLAN

As  compensation  for the expenses  borne by ISI and the  distribution  services
provided,  ISI receives the sales charges imposed on Class A shares and reallows
a portion of such charges to brokers or dealers that have sold Class A shares.

ISI may also receive annual distribution and service fees in accordance with the
Plan of  Distribution  pursuant to Rule 12b-1 under the 1940 Act,  adopted  with
respect to each class of shares of a Portfolio.  Under its Plan of  Distribution
for  Class A  shares  ("Class  A  Plan"),  a  Portfolio  may  pay ISI an  annual
distribution  fee of up to 0.35%,  and an annual service fee of up to 0.25%,  of
the average daily net assets of that Portfolio's Class A shares. However, to the
extent that a Portfolio pays service fees, the amount the Portfolio may pay as a
distribution  fee is reduced  accordingly,  so that the total fees payable under
the Class A Plan may not exceed 0.35%,  on an annualized  basis,  of the average
daily net assets of that Portfolio's Class A shares.

                         CLASS B SHARE DISTRIBUTION PLAN

Under its Plan of Distribution  for Class B shares ("Class B Plan"), a Portfolio
may pay ISI an annual distribution fee of up to 0.75%, and an annual service fee
of up to 0.25%,  of the  average  daily net assets of that  Portfolio's  Class B
shares.

                         CLASS C SHARE DISTRIBUTION PLAN

Under its Plan of Distribution  for Class C shares ("Class C Plan"), a Portfolio
may pay ISI an annual distribution fee of up to 0.75%, and an annual service fee
of up to 0.25%,  of the  average  daily net assets of that  Portfolio's  Class C
shares. However, the total fee payable pursuant to a Class C Plan may not, on an
annualized  basis,  exceed  0.90%  of the  average  daily  net  assets  of  each
Portfolio,  and the Tax-Exempt  Portfolio  currently  intends to limit the total
fees  payable  pursuant  to its Class C Plan to 0.60% of the  average  daily net
assets of that Portfolio's Class C shares.

                            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,

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<PAGE>



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:

o    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.

o    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.

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

o    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.

o    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 ^ distribution  and
service  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.


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<PAGE>



                              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.

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 ^
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 ^ Strategic  Total  Return,  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.

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<PAGE>



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.

                                 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 ^ attributable 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
any 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.


                                       63

<PAGE>



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.

                           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. ^

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.

^


                                       64

<PAGE>



                                 TAX STATEMENTS

Tax forms related to dividends and other  distributions  paid by a Portfolio are
mailed  annually.  For most types of accounts,  IDEX will report the proceeds of
redemptions to shareholders and the Internal  Revenue Service ("IRS")  annually.
Average cost basis information on non-retirement plan account redemptions is not
currently reported to the IRS.

                                 TAX WITHHOLDING

Each Portfolio,  except the Tax-Exempt Portfolio, is required to withhold 31% of
all  dividends,  and each  Portfolio,  including the  Tax-Exempt  Portfolio,  is
required to withhold 31% of capital gains distributions and redemption proceeds,
paid on behalf of any  individuals and certain other  noncorporate  shareholders
who do not furnish the Portfolio with a correct taxpayer  identification number.
Withholding from income  distributions  and capital gain  distributions  also is
required  for  shareholders  who  otherwise  are  subject to backup  withholding
according to the IRS.

NOTE: The foregoing is only a general  summary of some of the important  federal
tax considerations  under current law generally affecting each Portfolio and its
shareholders;  see the SAI for further  discussion.  Because  there may be other
federal,   state  or  local  tax  considerations   applicable  to  a  particular
shareholder, shareholders are urged to consult their own tax advisers.

                    SHAREHOLDER INFORMATION AND INSTRUCTIONS

This section  discusses buying,  selling,  and exchanging shares of a Portfolio;
sales  charges and  possible  waivers  and  discounts;  and general  shareholder
account information.

If you need help or  additional  forms,  call  IDEX  Customer  Service  at (800)
851-9777 M-F, 8 a.m-7 p.m. 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:

o    By check:


                                       65

<PAGE>



Make your check payable to IDEX Mutual Funds and send it to:

          IDEX INVESTOR SERVICES, INC.
          P.O. BOX 9015
          CLEARWATER, FL 34618-9015
                 or
          201 HIGHLAND AVENUE
          LARGO, FL 33770-2597

o    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.

o    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.

o    Through authorized dealers:

Orders  of at  least  $1,000  ("confirmed  purchases")  may  be  issued  through
authorized  dealers.  If you open a new account through a dealer,  the dealer is
responsible  for opening your account and providing your taxpayer ID number.  If
you already have an IDEX account, no additional documentation is needed. Dealers
may pay for share  orders with  Federal  funds bank wires by  instructing  their
banks to wire Federal funds as follows:

                 NATIONSBANK OF FLORIDA, N.A.
                 TAMPA, FLORIDA
                 ABA #: 063100277
                 DDA #: 3601194554
                 ATTN: IDEX INVESTOR SERVICES, INC.
                 CONFIRMED PURCHASE ORDER NUMBER(S)
                 SHAREHOLDER'S ACCOUNT NAME(S)

The dealer's bank may charge for a wire transfer. IDEX currently does not charge
for this service.

The Fund 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.


                                       66

<PAGE>



The  number  of  shares  that you buy is  determined  by the next NAV per  share
calculated after IDEX receives and accepts your order to purchase shares. NAV is
determined  separately for each class of shares of a Portfolio.  Example: If you
buy $1,000 worth of Class B shares of a Portfolio,  and the Portfolio's  Class B
per-share NAV is $10, you will receive 100 Class B shares of that Portfolio. The
NAV per share of each class of a Portfolio is determined by the Fund's custodian
on each day that the New York Stock Exchange (the "Exchange") is open, as of the
close of the regular session of business on the Exchange. The Exchange currently
closes at 4:00 p.m. Eastern Time each day it is open.

Per share NAV for each share  class is  determined  by  dividing  the net assets
allocable to that share class by the total number of shares  outstanding of that
class.

In determining  total net assets and thus,  NAV per share,  securities and other
portfolio  investments  are  valued  at  market  value.  Investments  for  which
quotations are not readily available are valued at fair value determined in good
faith 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 ^  distribution  ^ and  service  Fees up to
0.35% per year  throughout  your  investment.  You can reduce the up-front sales
charge percentage in four ways:
    

o    By investing larger amounts.

o    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.

o    By filing a "letter of  intention"  to buy enough  shares within a 13 month
     period to qualify for a reduced sales charge.

o    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,  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.
    

                         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.


                                       67

<PAGE>



                    DISCOUNTS THROUGH A RIGHT OF ACCUMULATION

If you already own Class A shares of certain IDEX Portfolios,  or Class T shares
of the Growth Portfolio, you may be able to get a sales charge discount when you
buy new shares of  Portfolios  described  in this  Prospectus.  The value of the
shares you already own may be "accumulated"  -- i.e.,  counted together with the
value of the new shares you plan to buy -- to achieve  quantities  eligible  for
discount.  Ask your sales representative for information,  or call IDEX Customer
Service.

                     DISCOUNTS THROUGH A LETTER OF INTENTION

You may also earn a sales charge discount on Class A shares 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:

o    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.

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

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

o    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.

o    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.

o    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:

o    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.

o    Directors,  officers,  full-time employees and sales representatives of any
     dealer having a sales agreement with ISI.

o    Any trust,  pension,  profit-sharing  or other  benefit plan for any of the
     foregoing persons.

o    Any family members of the foregoing persons.


                                       68

<PAGE>



o    "Wrap"  accounts  for the  benefit of  clients  of certain  broker-dealers,
     financial  institutions  or  financial  planners,  who  have  entered  into
     arrangements with the Fund or ISI.

Persons eligible to buy Class A shares at NAV may not impose a sales charge when
they re-sell those shares.




                        CLASS A SHARE QUANTITY DISCOUNTS
                           AGGRESSIVE GROWTH PORTFOLIO
                                          
                         INTERNATIONAL EQUITY PORTFOLIO
                         CAPITAL APPRECIATION PORTFOLIO
                                          
                               ^ GLOBAL PORTFOLIO
                                GROWTH PORTFOLIO
                                         
                               C.A.S.E. PORTFOLIO
                             VALUE EQUITY PORTFOLIO
                      ^ STRATEGIC TOTAL RETURN PORTFOLIO ^
                       TACTICAL ASSET ALLOCATION PORTFOLIO
                               BALANCED PORTFOLIO
    

                                                 REALLOWANCE
                                  SALES CHARGE   TO DEALERS
                                     AS % OF       AS A %         SALES CHARGE
                                    OFFERING     OF OFFERING        AS % OF
AMOUNT OF PURCHASE                   PRICE         PRICE        AMOUNT INVESTED
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%  unless  they  were
purchased through a qualified retirement plan. 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.



                                       69

<PAGE>






<TABLE>
<CAPTION>
                        CLASS A SHARE QUANTITY DISCOUNTS
                            FLEXIBLE INCOME PORTFOLIO
                              INCOME PLUS PORTFOLIO
                              TAX-EXEMPT PORTFOLIO

                                    SALES CHARGE            REALLOWANCE              SALES CHARGE
                                      AS % OF            TO DEALERS AS A %             AS % OF
AMOUNT OF PURCHASE                  OFFERING PRICE       OF OFFERING PRICE         AMOUNT INVESTED
<S>                                     <C>                    <C>                      <C>    

Less than $50,000                       4.75%                  4.00%                    4.99%
$50,000 but less than $100,000          4.00%                  3.25%                    4.17%
$100,000 but less than $250,000         3.50%                  2.75%                    3.63%
$250,000 but less than $500,000         2.25%                  1.75%                    2.30%
$500,000 but less than $1,000,000       1.25%                  1.00%                    1.27%
$1,000,000 or more                      0.00%                  0.50%*                   0.00%


*    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.

</TABLE>

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%  unless  they  were
purchased through a qualified retirement plan. 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.




     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 ^
distribution  and service 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:

o Dividends  and capital  gains,  either in cash or reinvested  shares,  are not
subject to the sales charge.

o    No sales charge is imposed on any increase in value of your shares.

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

o    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.


                                       70

<PAGE>



                     SALES CHARGE WAIVERS ON CLASS B SHARES

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

o    Following the death of the shareholder.

o    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.

o    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.

o    After  selling Class B shares of one  Portfolio,  if you decide to reinvest
     those proceeds within 90 days in Class B shares of another  Portfolio,  the
     sales charge on your initial redemption will be waived.

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


                                 CLASS B SHARES

                                            CONTINGENT DEFERRED SALES CHARGE
                                            AS A PERCENTAGE OF DOLLAR AMOUNT
YEAR SINCE PURCHASE                                SUBJECT TO CHARGE*

First                                                      5%
Second                                                     4%
Third                                                      3%
Fourth                                                     2%
Fifth and Sixth                                            1%
Seventh and Later                                          0%

*The  charge is assessed  on an amount  equal to the lesser of the then  current
market value or the original cost of the shares being redeemed.  No sales charge
is imposed on increases in net asset value above the initial purchase price.



                       CLASS B SHARE DEALER REALLOWANCES

   
Aggressive   Growth   Portfolio,   International   Equity   Portfolio,   Capital
Appreciation Portfolio, Global Portfolio, Growth Portfolio,  C.A.S.E. Portfolio,
Value  Equity  Portfolio,  Strategic  Total  Return  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.



                                       71

<PAGE>



              CLASS C SHARES: SALES CHARGES AND DEALER REALLOWANCES

   
When you buy Class C shares,  you pay no up-front sales charge.  Throughout your
investment,  you will be charged ^ distribution  and service 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 ^ distribution and service fees on Class B and Class
C shares,  are the same as the purpose and function of the  up-front  commission
and  annual ^  distribution  and  service  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 ^
distribution  and  service  fees.  When  you buy  Class T shares  of the  Growth
Portfolio,  you  generally  pay an  up-front  sales  charge.  You can reduce the
up-front sales charge percentage in the following four ways, which are described
in more detail above under Class A Shares:  Sales Charges,  Available  Discounts
and Dealer Reallowances.
    

o    By investing larger amounts.

o    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.

o    By filing a "letter of  intention"  to buy enough  shares within a 13 month
     period to qualify for a reduced sales charge.

o    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:

o    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.

o    Directors,  officers,  full-time employees and sales representatives of any
     dealer having a sales agreement with ISI.

o    Any trust,  pension,  profit-sharing  or other  benefit plan for any of the
     foregoing persons.

o    Any family members of the foregoing persons.

o    "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.


                                       72

<PAGE>




<TABLE>
<CAPTION>

                        CLASS T SHARE QUANTITY DISCOUNTS
                                GROWTH PORTFOLIO

                                   SALES CHARGE        REALLOWANCE        SALES CHARGE
                                     AS % OF        TO DEALERS AS A %       AS % OF
AMOUNT OF PURCHASE                OFFERING PRICE    OF OFFERING PRICE    AMOUNT INVESTED
<S>                                   <C>                  <C>                <C>  

Less than $10,000                     8.50%                7.00%              9.29%
$10,000 but less than $25,000         7.75%                6.25%              8.40%
$25,000 but less than $50,000         6.25%                5.50%              6.67%
$50,000 but less than $75,000         5.75%                5.00%              6.10%
$75,000 but less than $100,000        5.00%                4.25%              5.26%
$100,000 but less than $250,000       4.25%                3.75%              4.44%
$250,000 but less than $500,000       3.00%                2.50%              3.09%
$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.

</TABLE>

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.



                      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:

o    How much you intend to invest. For example, Class A and Class T shares have
     an  initial  sales  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.

o    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.

   
o    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 or Class T
     shares,  based on the amount you are  investing.  Remember that if you hold
     Class B shares for eight  years they  automatically  become  Class A shares
     (which  have a lower  annual  distribution  and service fee than 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  distribution  and service  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 ^  distribution  and
     service fees.
    


                                       73

<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  distribution  and
service 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.



                                   CLASS A     CLASS B     CLASS C    CLASS T
   
Up-front sales charge                Yes         No          No         Yes
Higher ongoing distribution 
 and service 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 Class 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,  unless the shares were purchased  through a qualified  retirement
     plan.

                           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  Exchange 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 and Class T
share sales will be charged the  appropriate  contingent  deferred  sales charge
applicable to certain redemptions.


                                       74

<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).

o    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.

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

o    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:

o    redemption requests larger than $100,000.

o    redemption  requests  of any size made in an account  where the address has
     been changed within the past 10 days.

o    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.

o    redemptions by Federal funds bank wire to a bank that is not pre-designated
     on your account.

o    certain requests to change the registered owners of an account.

o    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:

o    For shares purchased by check or ACH within the past 15 days.

o    For  retirement  accounts  (except  IRAs,  which  will  be  subject  to 10%
     withholding).

o    For shares represented by certificates.

o    In amounts over $50,000.

o    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.


                                       75

<PAGE>



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:

o    Have an account worth at least $10,000 (unless this is an IRA account).

o    Withdraw only up to 12% annually of the value of your  account,  if you own
     Class B shares.

o    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:

o    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.

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

o    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.

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

o    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.

o    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.


                                       76

<PAGE>



                             REINVESTMENT PRIVILEGE

If you sell  Class A,  Class B or Class T shares,  you may  repurchase  Class A,
Class B or Class T shares in any  Portfolio of the same class,  in an amount not
more than the amount you sold without  incurring a new sales charge. To do this,
you must send a 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:

o    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;

o    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;

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

o    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 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  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  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.


                                       77

<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  ^ that fall  below $250 due to
redemptions 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.

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.


                                       78

<PAGE>



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:

o    No certificates will be issued for fractional shares.

o    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.

o    Certificates are issued only as your account is registered.

o    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.


                                       79

<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.

                                        1

<PAGE>







                     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                                11.4%                       1.5%
AA                                  3.7%                         --
A                                  13.0%                      11.8%
BBB                                15.1%                      36.0%
BB                                 13.6%                      16.4%
B                                  21.1%                      14.9%
CCC                                  --                          --
CC                                   --                        5.2%
C/NR                                7.3%                         --
Preferred Stock/NR                  4.1%                         --
Cash, Equivalents and              10.7%                     14.7%
 Assets Less Liabilities
Total                               100%                      100%
    
- ----------------------------------------------------------------------------

No other  Fund held 5% or more of its  assets in bonds  rated  below  investment
grade,  including  unrated bonds deemed to be the  equivalent of  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.

                                        2

<PAGE>




                                   APPENDIX B

GLOSSARY OF INVESTMENT TERMS

This glossary provides a more detailed description of the types of securities in
which the Portfolios may invest.  The Portfolios may invest in these  securities
to the  extent  permitted  by their  investment  objectives  and  policies.  The
Portfolios  are not  limited  by this  discussion  and may invest in ANY type of
security unless precluded by the policies discussed elsewhere in this Prospectus
or in the SAI.

I. EQUITY AND DEBT SECURITIES

BONDS  ARE DEBT  SECURITIES  issued by a  company,  municipality  or  government
agency.  The  issuer of a bond is  required  to pay the holder the amount of the
loan (or par  value) at a  specified  maturity  and to make  scheduled  interest
payments.

CERTIFICATES OF PARTICIPATION ("COPS") are certificates representing an interest
in a pool of securities. Holders are entitled to a proportionate interest in the
underlying securities. Municipal lease obligations are often sold in the form of
COPs. See "Municipal lease obligations" below.

COMMERCIAL  PAPER is a short-term debt obligation with a maturity ranging from 1
to 270 days  issued by banks,  corporations  and other  borrowers  to  investors
seeking to invest idle cash. The Portfolios may purchase commercial paper issued
under Section 4(2) of the  Securities  Act of 1933. The Portfolios may determine
that such securities are liquid under guidelines established by the Trustees.

COMMON STOCK  represents  a share of ownership in a company and usually  carries
voting rights and earns dividends.  Unlike preferred stock,  dividends on common
stock are not fixed but are declared at the  discretion of the issuer's board of
directors.

CONVERTIBLE  SECURITIES are preferred  stocks or bonds that pay a fixed dividend
or interest  payment and are convertible  into common stock at a specified price
or conversion ratio.

DEPOSITARY RECEIPTS are receipts for shares of a foreign-based  corporation that
entitle the holder to dividends  and capital gains on the  underlying  security.
Receipts include those issued by domestic banks (American Depositary  Receipts),
foreign  banks  (Global or  European  Depositary  Receipts)  and  broker-dealers
(depositary shares).

FIXED-INCOME SECURITIES are securities that pay a fixed rate of return. The term
generally  includes  short- and  long-term  government,  corporate and municipal
obligations  that pay a fixed rate of interest or coupons for a specified period
of time and preferred  stock,  which pays fixed  dividends.  Coupon and dividend
rates may be fixed for the life of the issue or, in the case of  adjustable  and
floating rate securities, for a shorter period.

HIGH-YIELD/HIGH-RISK  BONDS are securities that are rated below investment grade
by the primary rating agencies (BB or lower by Standard & Poor's and Ba or lower
by Moody's).  Other terms  commonly  used to describe  such  securities  include
"lower rated bonds," "non-investment grade bonds" and "junk bonds."

INDUSTRIAL  DEVELOPMENT  BONDS are  revenue  bonds  that are  issued by a public
authority  but which may be backed only by the credit and  security of a private
issuer and may involve greater credit risk. See "Municipal securities" below.

MORTGAGE-  AND  ASSET-BACKED  SECURITIES  are  shares  in an  organized  pool of
mortgages or other debt. These securities are generally pass-through securities,
which means that principal and interest  payments on the  underlying  securities
(less  servicing  fees) are passed through to  shareholders on a pro rata basis.
These securities  involve prepayment risk, which is the risk that the underlying
mortgages or other debt may be refinanced or paid off prior to their  maturities
during periods of declining  interest rates.  In that case, a portfolio  manager
may have to reinvest the proceeds from the securities at a lower rate. Potential
market gains on a security  subject to prepayment  risk may be more limited than
potential  market  gains  on a  comparable  security  that  is  not  subject  to
prepayment risk.

MUNICIPAL  LEASE  OBLIGATIONS  are revenue bonds backed by leases or installment
purchase  contracts  for property or  equipment.  Lease  obligations  may not be
backed by the issuing  municipality's  credit and may involve risks not normally
associated with general  obligation  bonds and other revenue bonds. For example,
their  interest may become  taxable if the lease is assigned and the holders may
incur losses if the issuer does not appropriate  funds for the lease payments on
an annual  basis,  which may  result in  termination  of the lease and  possible
default.

                                        1

<PAGE>



MUNICIPAL  SECURITIES  are bonds or notes  issued by a U.S.  state or  political
subdivision. A municipal security may be a general obligation backed by the full
faith and credit (i.e.,  the borrowing and taxing power) of a municipality  or a
revenue obligation paid out of the revenues of a designated project, facility or
revenue source.

PASSIVE FOREIGN  INVESTMENT  COMPANIES  (PFICS) are foreign  investment funds or
trusts.  In  addition  to bearing  their  proportionate  share of a  Portfolio's
expenses, shareholders may indirectly bear similar expenses of PFICs and similar
trusts.

PREFERRED STOCK is a class of stock that generally pays dividends at a specified
rate and has  preference  over  common  stock in the  payment of  dividends  and
liquidation. Preferred stock generally does not carry voting rights.

REPURCHASE  AGREEMENTS  involve the purchase of a security by a Portfolio  and a
simultaneous  agreement by a bank or dealer to repurchase  the security from the
Portfolio at a specified date or upon demand.  This technique offers a method of
earning income on idle cash. These  securities  involve the risk that the seller
will fail to repurchase the security,  as agreed. In that case, a Portfolio will
bear the risk of market  value  fluctuations  until the security can be sold and
may encounter delays and incur costs in liquidating the security.

REVERSE  REPURCHASE  AGREEMENTS involve the sale of a security by a Portfolio to
another  party  (generally a bank or dealer) in return for cash and an agreement
by the  Portfolio to buy the security back at a specified  price and time.  This
technique  may be used to provide  cash to  satisfy  unusually  high  redemption
requests or for other temporary or emergency purposes.

STANDBY COMMITMENTS are obligations  purchased by a Portfolio from a dealer that
give the  Portfolio  the option to sell a security  to the dealer at a specified
price.

TENDER OPTION BONDS are generally  long-term  securities  that have been coupled
with an  option to  tender  the  securities  to a bank,  broker-dealer  or other
financial  institution  at periodic  intervals and receive the face value of the
bond.  This  type of  security  is  commonly  used as a means of  enhancing  the
liquidity of municipal securities.

U.S.  GOVERNMENT  SECURITIES include direct  obligations of the U.S.  government
that are  supported  by its full faith and credit.  Treasury  bills have initial
maturities of less than one year,  Treasury notes have initial maturities of one
to ten years and Treasury  bonds may be issued with any  maturity but  generally
have maturities of at least ten years. U.S.  government  securities also include
indirect  obligations of the U.S. government that are issued by federal agencies
and government sponsored entities. Unlike Treasury securities, agency securities
generally  are not backed by the full  faith and credit of the U.S.  government.
Some agency  securities  are supported by the right of the issuer to borrow from
the Treasury,  others are supported by the  discretionary  authority of the U.S.
government to purchase the agency's obligations and others are supported only by
the credit of the sponsoring agency.

WARRANTS are securities,  typically  issued with preferred stock or bonds,  that
give the holder  the right to buy a  proportionate  amount of common  stock at a
specified price,  usually at a price that is higher than the market price at the
time of  issuance  of the  warrant.  The right may last for a period of years or
indefinitely.

WHEN-ISSUED,  DELAYED DELIVERY AND FORWARD  TRANSACTIONS  generally  involve the
purchase of a security  with payment and delivery due at some time in the future
(i.e.,  beyond normal  settlement).  The Portfolios do not earn interest on such
securities  until  settlement and bear the risk of market value  fluctuations in
between  the  purchase  and  settlement  dates.  New issues of stocks and bonds,
private placements and U.S. government securities may be sold in this manner.

ZERO  COUPON  BONDS are debt  securities  that do not pay  regular  interest  at
regular intervals, but are issued at a significant discount from face value. The
discount approximates the total amount of interest the security will accrue from
the date of issuance to maturity.  Strips are debt  securities that are stripped
of their interest (usually by a financial intermediary) after the securities are
issued.  The  market  value of these  securities  generally  fluctuates  more in
response  to  changes  in  interest  rates than  interest-paying  securities  of
comparable maturity.

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

FUTURES  CONTRACTS  are  contracts  that  obligate  the buyer to receive and the
seller to deliver an  instrument  or money at a  specified  price on a specified
date. The Portfolios may buy and sell futures  contracts on foreign  currencies,
securities and financial  indices  including  interest rates or an index of U.S.
government,  foreign government, equity or fixed-income securities. An option on
a futures contract gives the buyer the right, but not the obligation,  to buy or
sell a futures  contract  at a specified  price on or before a  specified  date.
Futures  contracts  and  options  on  futures  are  standardized  and  traded on
designated exchanges.


                                        2

<PAGE>


INDEXED/STRUCTURED  SECURITIES are typically  short- to  intermediate-term  debt
securities  whose value at maturity  or interest  rate is linked to  currencies,
interest rates, equity securities,  indices or other financial indicators.  Such
securities  may be  positively  or  negatively  indexed  (i.e.  their  value may
increase  or  decrease  if  the  reference  index  or  instrument  appreciates).
Indexed/structured  securities may have return characteristics similar to direct
investments  in the  underlying  instruments  and may be more  volatile than the
underlying  instruments.  A Portfolio  bears the market risk of an investment in
the underlying instruments, as well as the credit risk of the issuer.

INVERSE  FLOATERS  are debt  instruments  whose  interest  rate bears an inverse
relationship to the interest rate on another instrument.

OPTIONS are the right, but not the obligation, to buy or sell a specified amount
of  securities  or other  assets  on or before a fixed  date at a  predetermined
price. The Portfolios may purchase and write put and call options on securities,
securities  indices and foreign  currencies.  A put option  gives the holder the
right, upon payment of a premium, to deliver a specified amount of a security to
the writer of the option on or before a fixed date at a  predetermined  price. A
call option gives the holder the right, upon payment of a premium,  to call upon
the writer to deliver a specified amount of a security on or before a fixed date
at a predetermined price.

FORWARD  CONTRACTS  are  contracts  to purchase  or sell a  specified  amount of
property for an agreed upon price at a specified time. Forward contracts are not
currently  exchange traded and are typically  negotiated on an individual basis.
The  Portfolios  may enter into  forward  currency  contracts  to hedge  against
declines  in the value of  non-dollar  denominated  securities  or to reduce the
impact  of  currency   appreciation   on  purchases  of  nondollar   denominated
securities.  They may also enter into  forward  contracts  to  purchase  or sell
securities or other financial indices.

INTEREST  RATE SWAPS  involve the  exchange  by two parties of their  respective
commitments  to pay or receive  interest  (e.g.,  an exchange  of floating  rate
payments for fixed rate payments).

   
INTEREST RATE CAPS entitle 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.

INTEREST RATE FLOORS entitle 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.
    






















                                        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 ^ STRATEGIC TOTAL RETURN 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,  ^ Strategic  Total Return  (formerly
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 ^ Strategic Total Return  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                                                          1

   
INVESTMENT RESTRICTIONS, POLICIES AND PRACTICES                                1
 Investment Restrictions of IDEX Aggressive Growth Portfolio                   1
 Investment Restrictions of IDEX International Equity Portfolio                2
 Investment Restrictions of IDEX Capital Appreciation Portfolio and 
     IDEX Balanced Portfolio                                                   4
 Investment Restrictions of IDEX Global Portfolio                              5
 Investment Restrictions of IDEX Growth Portfolio and 
     IDEX Flexible Income Portfolio                                            7
 Investment Restrictions of IDEX C.A.S.E. Portfolio                            8
 Investment Restrictions of IDEX Value Equity Portfolio                       10
 Investment Restrictions of IDEX ^ Strategic Total Return Portfolio           11
 Investment Restrictions of IDEX Tactical Asset Allocation Portfolio          12
 Investment Restrictions of IDEX Income Plus Portfolio                        14
 Investment Restrictions of IDEX Tax-Exempt Portfolio                         15
    
OTHER POLICIES AND PRACTICES OF THE PORTFOLIOS                                17
 Futures, Options and Other Derivative Instruments                            17
 Futures Contracts                                                            17
 Options on Futures Contracts                                                 19
 Options on Securities                                                        20
 Options on Foreign Currencies                                                23
 Forward Contracts                                                            24
 Swaps and Swap-Related Products                                              25
 Eurodollar Instruments                                                       26
 Special Investment Considerations and Risks                                  26
 Additional Risks of Options on Foreign Currencies, Forward Contracts 
     and Foreign Instruments                                                  27
 Other Investment Companies                                                   28
 Zero Coupon, Pay-In-Kind and Step Coupon Securities                          28
 Income-Producing Securities                                                  28
 Lending of Portfolio Securities                                              29
 Joint Trading Accounts                                                       30
 Illiquid Securities                                                          30
 Repurchase and Reverse Repurchase Agreements                                 30
 Pass-through Securities                                                      31
 High-Yield/High-Risk Bonds                                                   32
 Warrants and Rights                                                          32
 U.S. Government Securities                                                   32
 Portfolio Turnover                                                           33

INVESTMENT ADVISORY AND OTHER SERVICES                                        33
 Additional Investment Advisory or Sub-Advisory Services 
     Provided by the Sub-Advisers                                             36
^
DISTRIBUTOR                                                                   38

ADMINISTRATIVE SERVICES                                                       38

CUSTODIAN, TRANSFER AGENT AND OTHER AFFILIATES                                39

PORTFOLIO TRANSACTIONS AND BROKERAGE                                          40

                                        i



<PAGE>


TRUSTEES AND OFFICERS                                                         42

PURCHASE OF SHARES                                                            46

DISTRIBUTION PLANS                                                            47

NET ASSET VALUE DETERMINATION                                                 50

DIVIDENDS AND OTHER DISTRIBUTIONS                                             52

SHAREHOLDER ACCOUNTS                                                          52

RETIREMENT PLANS                                                              52

REDEMPTION OF SHARES                                                          52

TAXES                                                                         53

PRINCIPAL SHAREHOLDERS                                                        55

MISCELLANEOUS                                                                 55
 Organization                                                                 55
 Shares of Beneficial Interest                                                55
 Legal Counsel and Auditors                                                   56
 Registration Statement                                                       56

PERFORMANCE INFORMATION                                                       56

FINANCIAL STATEMENTS                                                          60

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

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


                                        1

<PAGE>



   
     As a fundamental  policy  governing  concentration,  the Portfolio will not
invest 25% or more of its total  assets in any one  particular  industry,  other
than U.S. government securities.
    

     Furthermore,  the  Portfolio  has  adopted  the  following  non-fundamental
investment  restrictions  which may be changed by the Board of  Trustees  of the
Fund without shareholder approval:

     (A) The Portfolio may not 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 ^ number 7 above.  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. Invest 25% or more ^ of the value of the Portfolio's total assets in any
particular  industry (other than U.S.  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;


                                        2

<PAGE>



     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.

   
     As a fundamental  policy  governing  concentration,  the Portfolio will not
invest 25% or more of its total  assets in any one  particular  industry,  other
than U.S. government securities.
    

     Furthermore,  the  Portfolio  has  adopted  the  following  non-fundamental
investment  restrictions  which may be changed by the Board of  Trustees  of the
Fund without shareholder approval:

     (A) The Portfolio may not, 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  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 ^ Incorporated  ("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


                                        3

<PAGE>



     (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 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.

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

     As a fundamental  policy  governing  concentration,  the Portfolio will not
invest 25% or more of its total  assets in any one  particular  industry,  other
than U.S. government securities.
    

     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;

                                        4

<PAGE>



     (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 total
assets of that  Portfolio  will  normally  be invested  in  fixed-income  senior
securities, which include corporate debt securities and preferred stock.
    

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

<PAGE>



     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.

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

     As a fundamental  policy  governing  concentration,  the Portfolio will not
invest 25% or more of its total  assets in any one  particular  industry,  other
than U.S. government securities.
    

     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  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 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
have made a determination as to liquidity, as permitted under the 1940 Act; and
    


                                        6

<PAGE>



     (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.

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

     As a fundamental  policy  governing  concentration,  the Portfolio will not
invest 25% or more of its total  assets in any one  particular  industry,  other
than U.S. government securities.
    

     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;

                                        7

<PAGE>



     (C) The Portfolio may not sell securities short,  unless it owns or has the
right to obtain securities  equivalent in kind and amount to the securities sold
short,  and provided that  transactions in options,  futures  contracts,  swaps,
forward contracts, and other derivative instruments are not deemed to constitute
selling securities short;

     (D) The  Portfolio may not purchase  securities on margin,  except that the
Portfolio may obtain such short-term  credits as are necessary for the clearance
of  transactions,  and provided that margin  payments and other deposits made in
connection  with  transactions in options,  futures  contracts,  swaps,  forward
contracts,  and other derivative  instruments  shall not be deemed to constitute
purchasing securities on margin;

   
     (E) The  Portfolio  may not  invest  more  than  15% of its 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  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 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);


                                        8

<PAGE>



     7. The Portfolio may borrow money only for temporary or emergency  purposes
(not for  leveraging or  investment) in an amount not exceeding 25% of the value
of the Portfolio's total assets (including the amount borrowed) less liabilities
(other  than  borrowings).  Any  borrowings  that exceed 25% of the value of the
Portfolio's  total  assets by reason of a decline in net assets  will be reduced
within  three  business  days to the  extent  necessary  to comply  with the 25%
limitation.  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.

   
     As a fundamental  policy  governing  concentration,  the Portfolio will not
invest 25% or more of its total  assets in any one  particular  industry,  other
than U.S. government securities.
    

     Furthermore,  the  Portfolio  has  adopted  the  following  non-fundamental
investment  restrictions  which may be changed by the Board of  Trustees  of the
Fund without shareholder approval:

     (A) The Portfolio may not, 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


                                        9

<PAGE>



     (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 25% or more ^ of the value of the Portfolio's total assets in any
particular industry (other than U.S. 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  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.

   
     As a fundamental  policy  governing  concentration,  the Portfolio will not
invest 25% or more of its total  assets in any one  particular  industry,  other
than U.S. government securities.
    

     Furthermore,  the  Portfolio  has  adopted  the  following  non-fundamental
investment  restrictions  which may be changed by the Board of  Trustees  of the
Fund without shareholder approval:

     (A) The Portfolio may not, 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

                                       10

<PAGE>



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.

   
INVESTMENT RESTRICTIONS OF IDEX ^ STRATEGIC TOTAL RETURN PORTFOLIO

IDEX ^ Strategic  Total  Return  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);


                                       11

<PAGE>



     6. Act as an  underwriter  of  securities  issued by others,  except to the
extent that it may be deemed an underwriter in connection  with the  disposition
of its portfolio securities;

     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.

   
     As a fundamental  policy  governing  concentration,  the Portfolio will not
invest 25% or more of its total  assets in any one  particular  industry,  other
than U.S. government securities.
    

     Furthermore,  the  Portfolio  has  adopted  the  following  non-fundamental
investment  restrictions  which may be changed by the Board of  Trustees  of the
Fund without shareholder approval:

     (A) The Portfolio may not 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;

     (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 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;
    

     (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;


                                       12

<PAGE>



     2.  Invest more than 25% of the  Portfolio's  assets in the  securities  of
issuers  primarily  engaged  in the same  industry.  Utilities  will be  divided
according to their services,  for example,  gas, gas transmission,  electric and
telephone,  and each will be considered a separate industry for purposes of this
restriction.  In  addition,  there  shall be no  limitation  on the  purchase of
obligations  issued or  guaranteed  by the U.S.  government  or its  agencies or
instrumentalities, or of certificates of deposit and bankers acceptances;

     3. Purchase or sell  physical  commodities  unless  acquired as a result of
ownership of  securities or other  instruments  (but this  limitation  shall not
prevent the Portfolio from investing in securities or other  instruments  backed
by physical commodities);

     4.  Purchase or sell real estate (but this shall not prevent the  Portfolio
from  investing  in  securities  or other  instruments  backed  by real  estate,
including mortgage-backed  securities, or securities of companies engaged in the
real estate business);

     5. Lend any security or make any other loan if, as a result,  more than 25%
of its total assets would be lent to other parties (but this limitation does not
apply to purchases of commercial paper or debt securities);

     6. Act as an  underwriter  of  securities  issued by others,  except to the
extent that it may be deemed an underwriter in connection  with the  disposition
of its portfolio securities;

     7. The Portfolio may borrow money only for temporary or emergency  purposes
(not for  leveraging or  investment) in an amount not exceeding 25% of the value
of the Portfolio's total assets (including the amount borrowed) less liabilities
(other  than  borrowings).  Any  borrowings  that exceed 25% of the value of the
Portfolio's  total  assets by reason of a decline in net assets  will be reduced
within  three  business  days to the  extent  necessary  to comply  with the 25%
limitation; and

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

   
     As a fundamental  policy  governing  concentration,  the Portfolio will not
invest 25% or more of its total  assets in any one  particular  industry,  other
than U.S. government securities.
    

     Furthermore,  the  Portfolio  has  adopted  the  following  non-fundamental
investment  restrictions  which may be changed by the Board of  Trustees  of the
Fund without shareholder approval:

     (A) The Portfolio may not 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


                                       13

<PAGE>



     (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;

     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;

                                       14

<PAGE>



     12. Invest in securities of other investment companies, except in the event
of merger or reorganization with another investment company;

     13. Make loans, except to the extent the purchase of notes, bonds, bankers'
acceptances  or other  evidence  of  indebtedness  or the entry into  repurchase
agreements or deposits  (including  time deposits and  certificates  of deposit)
with banks may be considered loans;

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

     15.  Invest  in  oil,  gas or  other  mineral  exploration  or  development
programs;

     16. Purchase or hold any real estate or mortgage loans thereon, except that
the  Portfolio  may invest in  securities  secured by real  estate or  interests
therein or issued by persons (such as real estate investment  trusts) which deal
in real estate or interests therein; and

     17.  Purchase the  securities  (other than  government  securities)  of any
issuer if, as a result,  the Portfolio  would hold more than 10% of any class of
securities  (including any class of voting  securities) of such issuer; for this
purpose, all debt obligations of an issuer, and all shares of stock of an issuer
other than common stock, are treated as a single class of securities.

   
     As a fundamental  policy  governing  concentration,  the Portfolio will not
invest 25% or more of its total  assets in any one  particular  industry,  other
than U.S. government 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 net 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;


                                       15

<PAGE>



     4. Purchase  securities  on margin or sell  "short",  but the Portfolio may
obtain  such  short-term  credits  as may be  necessary  for  the  clearance  of
purchases and sales of securities;

     5. Purchase or hold any real estate or mortgage loans thereon,  except that
the  Portfolio  may invest in  securities  secured by real  estate or  interests
therein or issued by persons (such as real estate investment  trusts) which deal
in real estate or interests therein;

     6. Purchase or retain the securities of any issuer,  if, to the Portfolio's
knowledge,  those  officers  and  directors  of the manager or  sub-adviser  who
individually  own beneficially  more than 0.5% of the outstanding  securities of
such  issuer  together  own  beneficially  more  than  5%  of  such  outstanding
securities;

     7. Invest in securities of other investment companies,  except in the event
of merger or reorganization with another investment company;

     8. Make loans,  except to the extent the purchase of notes, bonds, or other
evidences of indebtedness  or the entry into  repurchase  agreements or deposits
with banks may be considered loans;

     9. Invest in companies for the purpose of exercising management or control;

     10. Write,  purchase or sell put, call, straddle or spread options,  except
for hedging purposes only, in accordance with such non-fundamental policies that
the Board may from time to time adopt;

     11. Purchase or sell commodities or commodity contracts; and

     12. The Portfolio may borrow money only for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 1/3 of the current
value of the  Portfolio's  total assets  (including  the amount  borrowed)  less
liabilities  (not  including  the amount  borrowed at the time the  borrowing is
made). For purposes of this limitation, reverse repurchases would not constitute
borrowings.

   
     As a fundamental  policy  governing  concentration,  the Portfolio will not
invest 25% or more of its total  assets in any one  particular  industry,  other
than U.S. government securities.
    

     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 net  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

                                       16

<PAGE>



          from  enforcement  proceedings  under  Section  17(f)  or 18(f) of the
          Investment  Company Act of 1940, as amended (the "1940 Act"),  (ii) by
          the Commodity Futures Trading Commission (the "CFTC") for exemption of
          investment  companies  registered under the 1940 Act from registration
          as "commodity pool operators" and from certain provisions of Subpart B
          of Part 4 of the  CFTC's  regulations,  and (iii) by state  securities
          commissioners or administrators in the states in which the Portfolio's
          shares have been qualified for public offering.

     The Tax-Exempt Portfolio does not intend in the foreseeable future to adopt
the  foregoing  investment  policies to permit  trading in interest rate futures
contracts, options thereon, and options on portfolio securities.

     Except with respect to borrowing  money,  if a  percentage  limitation  set
forth above is complied with at the time of the investment,  a subsequent change
in the percentage resulting from any change in value of the net assets of any of
the Portfolios  will not result in a violation of such  restriction.  Additional
limitations  on  borrowing  that are  imposed by state law and  regulations  may
apply.

     In addition to the above, as a fundamental  policy,  each of the Portfolios
other  than  the  Tax-Exempt  Portfolio  and the  Income  Plus  Portfolio,  may,
notwithstanding  any other  investment  policy  or  limitation  (whether  or not
fundamental),  invest all of its assets in the  securities of a single  open-end
management investment company with substantially the same fundamental investment
objectives, policies and limitations as such Portfolio.

                 OTHER POLICIES AND PRACTICES OF THE PORTFOLIOS

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS.

     A.   Futures  Contracts.  Each of the Portfolios  other than the Tax-Exempt
          Portfolio and the Income Plus  Portfolio may enter into  contracts for
          the  purchase or sale for future  delivery  of 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 ^  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.


                                       17

<PAGE>



          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.

          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

                                       18

<PAGE>



          will  not  match  exactly  such   Portfolio's   current  or  potential
          investments.  A Portfolio may buy and sell futures  contracts based on
          underlying   instruments  with  different   characteristics  from  the
          securities  in which it  typically  invests--for  example,  by hedging
          investments in portfolio securities with a futures contract based on a
          broad  index of  securities--which  involves  a risk that the  futures
          position will not correlate  precisely  with such  performance  of the
          Portfolio's investments.

          Futures  prices can also diverge  from the prices of their  underlying
          instruments,  even  if the  underlying  instruments  correlate  with a
          Portfolio's  investments.  Futures prices are affected by factors such
          as current  and  anticipated  short-term  interest  rates,  changes in
          volatility of the underlying instruments, and the time remaining until
          expiration of the contract. Those factors may affect securities prices
          differently  from futures  prices.  Imperfect  correlations  between a
          Portfolio's investments and its futures positions may also result from
          differing  levels of demand in the futures  markets and the securities
          markets, from structural differences in how futures and securities are
          traded,  and from  imposition  of daily price  fluctuation  limits for
          futures contracts.  A Portfolio may buy or sell futures contracts with
          a greater or lesser value than the securities it wishes to hedge or is
          considering   purchasing  in  order  to  attempt  to  compensate   for
          differences in historical  volatility between the futures contract and
          the  securities,  although this may not be successful in all cases. If
          price changes in a Portfolio's futures positions are poorly correlated
          with its other investments,  its futures positions may fail to produce
          desired gains or may result in losses that are not offset by the gains
          in that Portfolio's other investments.

          Because futures  contracts are generally settled within a day from the
          date they are closed out,  compared with a settlement  period of seven
          days for some types of  securities,  the  futures  markets can provide
          superior liquidity to the securities markets.  Nevertheless,  there is
          no assurance a liquid  secondary  market will exist for any particular
          futures  contract  at  any  particular  time.  In  addition,   futures
          exchanges may  establish  daily price  fluctuation  limits for futures
          contracts  and may halt trading if a contract's  price moves upward or
          downward more than the limit in a given day. On volatile  trading days
          when the price fluctuation limit is reached,  it may be impossible for
          a  Portfolio  to  enter  into new  positions  or  close  out  existing
          positions.  If the  secondary  market  for a futures  contract  is not
          liquid because of price fluctuation limits or otherwise, the Portfolio
          may not be able to promptly  liquidate  unfavorable  futures positions
          and  potentially  could be  required  to  continue  to hold a  futures
          position until the delivery date,  regardless of changes in its value.
          As a result, such Portfolio's access to other assets held to cover its
          futures positions also could be impaired.

          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.,  ^ Strategic  Total Return,
          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

                                       19

<PAGE>



          on futures contracts may be made to attempt to hedge against potential
          changes in interest rates or currency exchange rates or the price of a
          security or a securities index which might correlate with or otherwise
          adversely affect either the value of the Portfolio's securities or the
          prices of securities  which the Portfolio is  considering  buying at a
          later date.  Transactions  in options on future  contracts will not be
          made for speculation.

          The purchase of a call option on a futures contract is similar in some
          respects to the purchase of a call option on an  individual  security.
          Depending on the pricing of the option compared to either the price of
          the  futures  contract  upon  which it is  based  or the  price of the
          underlying instrument,  ownership of the option may or may not be less
          risky  than  ownership  of the  futures  contract  or  the  underlying
          instrument.  As  with  the  purchase  of  futures  contracts,  when  a
          Portfolio is not fully  invested it may buy a call option on a futures
          contract to hedge against a market advance.

          The  writing  of a call  option on a futures  contract  constitutes  a
          partial  hedge  against  declining  prices of the  security or foreign
          currency which is deliverable  under, or of the index comprising,  the
          futures contract. If the futures price at the expiration of the option
          is below the exercise  price,  a Portfolio will retain the full amount
          of the option  premium  which  provides a partial  hedge  against  any
          decline  that may have  occurred  in such  Portfolio's  holdings.  The
          writing of a put option on a futures  contract  constitutes  a partial
          hedge against  increasing  prices of the security or foreign  currency
          which is deliverable  under, or of the index  comprising,  the futures
          contract.  If the futures  price at expiration of the option is higher
          than the exercise  price,  a Portfolio  will retain the full amount of
          the option premium which provides a partial hedge against any increase
          in the price of securities which that Portfolio is considering buying.
          If a call or put option a  Portfolio  has written is  exercised,  such
          Portfolio will incur a loss which will be reduced by the amount of the
          premium it received.  Depending on the degree of  correlation  between
          the change in the value of its portfolio securities and changes in the
          value of the futures positions,  that Portfolio's losses from existing
          options on futures  may to some  extent be  reduced  or  increased  by
          changes in the value of portfolio securities.

          The purchase of a put option on a futures  contract is similar in some
          respects  to the  purchase  of  protective  put  options on  portfolio
          securities. For example, a Portfolio may buy a put option on a futures
          contract to hedge its portfolio securities against the risk of falling
          prices or rising interest rates.

          The  amount of risk a  Portfolio  assumes  when it buys an option on a
          futures  contract  is the  premium  paid for the option  plus  related
          transaction  costs.  In addition to the  correlation  risks  discussed
          above, the purchase of an option also entails 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 the  market  price  and  the
          volatility  of the  underlying  security,  the  remaining  term of the
          option, supply and demand and interest rates.


                                       20

<PAGE>



          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.

          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

                                       21

<PAGE>



          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.

          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

                                       22

<PAGE>



          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  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.

                                       23

<PAGE>



          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.,  ^  Strategic  Total  Return,   Tactical  Asset  Allocation,
          Balanced and Flexible  Income  Portfolios'  principal  uses of forward
          foreign currency exchange contracts ("forward currency contracts").  A
          Portfolio  may enter  into  forward  currency  contracts  with  stated
          contract  values  of up to the  value of that  Portfolio's  assets.  A
          forward currency contract is an obligation to buy or sell an amount of
          a specified currency for an agreed price (which may be in U.S. dollars
          or another currency). A Portfolio will exchange foreign currencies for
          U.S. Dollars and for other foreign  currencies in the normal course of
          business  and may buy and sell  currencies  through  forward  currency
          contracts in order to fix a price for  securities it has agreed to buy
          or sell ("transaction  hedge"). A Portfolio also may hedge some or all
          of its  investments  denominated  in  foreign  currency  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
    

                                       24

<PAGE>



          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  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

                                       25

<PAGE>



          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.,  ^  Strategic  Total  Return,   Tactical  Asset  Allocation,
          Balanced  and  Flexible  Income  Portfolios,   although  none  of  the
          Portfolios  presently intends to engage in such transactions in excess
          of 5% of its total assets.  These  transactions  may in some instances
          involve the delivery of  securities  or other  underlying  assets by a
          Portfolio or its counterparty to collateralize  obligations  under the
          swap.  Under the  documentation  currently used in those markets,  the
          risk of loss with respect to interest rate swaps is limited to the net
          amount of the  interest  payments  that a Portfolio  is  contractually
          obligated to make. If the other party to an interest rate swap that is
          not  collateralized  defaults,  a Portfolio would risk the loss of the
          net  amount of the  payments  that it  contractually  is  entitled  to
          receive.  A Portfolio  may buy and sell (i.e.,  write) caps and floors
          without limitation,  subject to the segregation  requirement described
          above.
    

          In addition to the instruments, strategies and risks described in this
          Statement of Additional  Information and in the Prospectus,  there may
          be  additional  opportunities  in  connection  with  options,  futures
          contracts,  forward currency  contracts and other hedging  techniques,
          that  become   available  as  the  portfolio   managers   develop  new
          techniques,  as regulatory  authorities broaden the range of permitted
          transactions  and as new  instruments  are  developed.  The  portfolio
          managers may use these opportunities to the extent they are consistent
          with the  Portfolio's  investment  objective  and are permitted by the
          Portfolio's   investment   limitations   and   applicable   regulatory
          requirements.

     G.   Eurodollar  Instruments.  The Portfolios may each make  investments in
          Eurodollar    instruments.    Eurodollar    instruments    are    U.S.
          dollar-denominated  futures  contracts  or options  thereon  which are
          linked to the London  Interbank  Offered Rate (the "LIBOR"),  although
          foreign  currency-denominated  instruments  are available from time to
          time. Eurodollar futures contracts enable purchasers to obtain a fixed
          rate for the  lending of funds and  sellers to obtain a fixed rate for
          borrowings.  A Portfolio  might use Eurodollar  futures  contracts and
          options  thereon  to hedge  against  changes  in LIBOR,  to which many
          interest rate swaps and fixed income instruments are linked.

     H.   Special Investment Considerations and Risks. The successful use of the
          investment   practices   described   above  with  respect  to  futures
          contracts, options on futures contracts, forward contracts, options on
          securities  and on  foreign  currencies,  and swaps  and  swap-related
          products  draws upon skills and  experience  which are different  from
          those  needed to select  the other  instruments  in which a  Portfolio
          invests. Should interest or exchange rates or the prices of securities
          or financial indices move in an unexpected manner, a Portfolio may not
          achieve  the  desired  benefits of the  foregoing  instruments  or may
          realize losses and thus be in a worse position than if such strategies
          had not been used. Unlike many  exchange-traded  futures contracts and
          options on futures  contracts,  there are no daily  price  fluctuation
          limits with respect to options on  currencies,  forward  contracts and
          other negotiated or over-the-counter  instruments,  and adverse market
          movements  could  therefore  continue  to an  unlimited  extent over a
          period of time. In addition,  the correlation between movements in the
          price of the securities  and currencies  hedged or used for cover will
          not be perfect and could produce unanticipated losses.

          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

                                       26

<PAGE>



          impossible to predict the amount of trading interest that may exist in
          those  instruments in the future.  Particular risks exist with respect
          to the use of each of the  foregoing  instruments  and could result in
          such adverse  consequences  to a Portfolio as the possible loss of the
          entire premium paid for an option bought by a Portfolio, the inability
          of the Portfolio,  as the writer of a covered call option,  to benefit
          from the appreciation of the underlying  securities above the exercise
          price  of the  option  and the  possible  need to  defer  closing  out
          positions in certain instruments to avoid adverse tax consequences. As
          a result,  no assurance can be given that a Portfolio  will be able to
          use those instruments effectively for their intended purposes.

          In connection  with certain of its hedging  transactions,  a Portfolio
          must  segregate  assets with the Fund's  custodian bank to ensure that
          such Portfolio will be able to meet its obligations  pursuant to these
          instruments. Segregated assets generally may be not be disposed of for
          so long as a  Portfolio  maintains  the  positions  giving rise to the
          segregation  requirement.  Segregation  of  a  large  percentage  of a
          Portfolio's  assets could impede  implementation  of that  Portfolio's
          investment  policies  or its  ability to meet  redemption  requests or
          other current obligations.

     I.   Additional Risks of Options on Foreign  Currencies,  Forward Contracts
          and  Foreign  Instruments.  Unlike  transactions  entered  into  by  a
          Portfolio  in futures  contracts,  options on foreign  currencies  and
          forward  contracts are not traded on contract markets regulated by the
          CFTC or (with the exception of certain  foreign  currency  options) by
          the  SEC.  To  the  contrary,  such  instruments  are  traded  through
          financial  institutions  acting  as  market-makers,  although  foreign
          currency  options  are also  traded  on  certain  national  securities
          exchanges,  such as the  Philadelphia  Stock  Exchange and the Chicago
          Board  Options  Exchange,  subject  to  SEC  regulation.   Options  on
          currencies may be traded  over-the-  counter.  In an  over-the-counter
          trading  environment,  many of the  protections  afforded  to exchange
          participants  will not be available.  For example,  there are no daily
          price fluctuation limits, and adverse market movements could therefore
          continue to an  unlimited  extent over a period of time.  Although the
          buyer of an option  cannot  lose more than the  amount of the  premium
          plus  related  transaction  costs,  this entire  amount could be lost.
          Moreover, an option writer and a buyer or seller of futures or forward
          contracts  could lose amounts  substantially  in excess of any premium
          received or initial  margin or collateral  posted due to the potential
          additional  margin and collateral  requirements  associated  with such
          positions.

          Options on foreign currencies traded on national securities  exchanges
          are within the jurisdiction of the SEC, as are other securities traded
          on such exchanges.  As a result,  many of the protections  provided to
          traders on organized  exchanges will be available with respect to such
          transactions.  In particular,  all foreign  currency option  positions
          entered  into  on a  national  securities  exchange  are  cleared  and
          guaranteed  by the OCC,  thereby  reducing  the  risk of  counterparty
          default.  Further,  a liquid  secondary  market in options traded on a
          national securities exchange may be more readily available than in the
          over-the-counter   market,   potentially  permitting  a  Portfolio  to
          liquidate  open positions at a profit prior to exercise or expiration,
          or to limit losses in the event of adverse market movements.

          The purchase and sale of  exchange-traded  foreign  currency  options,
          however,  is  subject  to the  risks of the  availability  of a liquid
          secondary  market  described  above,  as well as the  risks  regarding
          adverse market movements,  margining of options written, the nature of
          the foreign  currency  market,  possible  intervention by governmental
          authorities and the effects of other political and economic events. In
          addition,   exchange-traded  options  on  foreign  currencies  involve
          certain  risks  not  presented  by the  over-the-counter  market.  For
          example,  exercise  and  settlement  of  such  options  must  be  made
          exclusively   through   the  OCC,   which  has   established   banking
          relationships in applicable  foreign countries for this purpose.  As a
          result,  the  OCC  may,  if  it  determines  that  foreign  government
          restrictions or taxes would prevent the orderly  settlement of foreign
          currency option exercises, or would result in undue burdens on the OCC
          or its clearing  member,  impose  special  procedures  on exercise and
          settlement,  such as technical changes in the mechanics of delivery of
          currency,  the fixing of dollar  settlement  prices or prohibitions on
          exercise.

          In addition, options on U.S. government securities, futures contracts,
          options on futures contracts, forward contracts and options on foreign
          currencies may be traded on foreign exchanges and  over-the-counter in
          foreign  countries.  Such  transactions  are  subject  to the  risk of
          governmental  actions  affecting  trading  in or the prices of foreign
          currencies or  securities.  The value of such  positions also could be
          adversely affected by (i) other complex foreign political and economic
          factors, (ii) lesser availability than in the United States of data on
          which to make trading decisions, (iii) delays in a Portfolio's ability
          to act upon  economic  events  occurring  in  foreign  markets  during
          nonbusiness  hours  in the  United  States,  (iv)  the  imposition  of
          different  exercise and  settlement  terms and  procedures  and margin
          requirements than in the United States, and (v) low trading volume.

                                       27

<PAGE>



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 ^ 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 its affiliate,  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.

     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

                                       28

<PAGE>



manager's belief as to the resumption of income payments,  however, the purchase
of any security on which payment of interest or dividends is suspended  involves
a high degree of risk. Such risk includes, among other things, the following:

     A.   Financial and Market  Risks.  Investments  in  securities  that are in
          default  involve a high degree of financial  and market risks that can
          result in  substantial  or at times  even  total  losses.  Issuers  of
          defaulted securities may have substantial capital needs and may become
          involved  in  bankruptcy  or  reorganization  proceedings.  Among  the
          problems  involved in  investments in such issuers is the fact that it
          may be difficult  to obtain  information  about the  condition of such
          issuers.  The market  prices of such  securities  also are  subject to
          abrupt and erratic movements and above average price  volatility,  and
          the spread between the bid and asked prices of such  securities may be
          greater than normally expected.

     B.   Disposition  of Portfolio  Securities.  Although  the Flexible  Income
          Portfolio  generally  intends  to  purchase  securities  for which its
          portfolio manager expects an active market to be maintained, defaulted
          securities  may be less actively  traded than other  securities and it
          may be difficult to dispose of substantial holdings of such securities
          at prevailing market prices.  The Flexible Income Portfolio will limit
          its  holdings of any such  securities  to amounts  that its  portfolio
          manager  believes  could be readily  sold,  and its  holdings  of such
          securities  would,  in any  event,  be  limited so as not to limit the
          Flexible  Income  Portfolio's   ability  to  readily  dispose  of  its
          securities to meet redemptions.

     C.   Other.  Defaulted  securities  require  active  monitoring and may, at
          times, require participation in bankruptcy or receivership proceedings
          on behalf of the Flexible Income Portfolio.

     Other types of income producing securities that the Portfolios may purchase
include, but are not limited to, the following types of securities:

          Variable and Floating Rate Obligations.  These types of securities are
          relatively  long-term  instruments  that often carry  demand  features
          permitting the holder to demand payment of principal at any time or at
          specified intervals prior to maturity.

          Standby  Commitments.  These instruments,  which are similar to a put,
          give the Portfolios the option to obligate a broker, dealer or bank to
          repurchase a security held by the Portfolios at a specified price.

          Tender Option  Bonds.  Tender  option bonds are  relatively  long-term
          bonds that are coupled with the  agreement of a third party (such as a
          broker,  dealer or bank) to grant the holders of such  securities  the
          option  to  tender  the  securities  to the  institution  at  periodic
          intervals.

          Inverse  Floaters.  Inverse  floaters are  instruments  whose interest
          bears  an  inverse  relationship  to  the  interest  rate  on  another
          security.  The  Portfolios  will  not  invest  more  than 5% of  their
          respective assets in inverse floaters.

     The Portfolios  will purchase  instruments  with demand  features,  standby
commitments  and tender option bonds primarily for the purpose of increasing the
liquidity of their portfolios.

LENDING OF PORTFOLIO SECURITIES.

     Subject to any applicable investment  restriction relating to lending, each
of the  Portfolios  other than the  Tax-Exempt  Portfolio  and the  Income  Plus
Portfolio may lend securities from its portfolio.  Under  applicable  regulatory
requirements  (which are subject to change),  the following  conditions apply to
securities  loans:  a) the loan must be  continuously  secured by liquid  assets
maintained on a current basis in an amount at least equal to the market value of
the  securities  loaned;  b) a Portfolio  must receive any dividends or interest
paid by the issuer on such  securities;  c) a  Portfolio  must have the right to
call the loan and obtain the  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

                                       29

<PAGE>



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., ^ Strategic Total Return, Tactical Asset
Allocation,  Balanced and Flexible  Income  Portfolios may invest up to 15%, and
each of the Tax-Exempt  and Income Plus  Portfolios may invest up to 10%, of its
net  assets  in  illiquid  securities  (i.e.,  securities  that are not  readily
marketable).  The Board of Trustees  has  authorized  the  sub-advisers  to make
liquidity  determinations  with respect to its  securities,  including Rule 144A
securities,  commercial paper and municipal lease obligations in accordance with
the guidelines established by the Board of Trustees.  Under the guidelines,  the
portfolio manager will consider the following  factors in determining  whether a
Rule 144A security or a municipal lease  obligation is liquid:  1) the frequency
of trades and quoted prices for the security;  2) the number of dealers  willing
to purchase or sell the security and the number of other  potential  purchasers;
3) the willingness of dealers to undertake to make a market in the security; and
4) the nature of the marketplace trades, including the time needed to dispose of
the security, the method of soliciting offers and the mechanics of the transfer.
With respect to  municipal  lease  obligations,  the  portfolio  managers of the
Tax-Exempt and Flexible Income  Portfolios will also consider  factors unique to
municipal  lease  obligations  including  the  general  creditworthiness  of the
municipality, the importance of the property covered by the lease obligation and
the  likelihood  that the  marketability  of the  obligation  will be maintained
throughout  the  time  the  obligation  is held by the  Portfolio.  The  sale of
illiquid  securities  often  requires more time and results in higher  brokerage
charges or dealer  discounts  and other  selling  expenses than does the sale of
securities  eligible  for trading on  national  securities  exchanges  or in the
over-the-counter  markets.  A Portfolio may be restricted in its ability to sell
such securities at a time when the  sub-advisor  deems it advisable to do so. In
addition,  in order to meet  redemption  requests,  a Portfolio may have to sell
other  assets,  rather  than such  illiquid  securities,  at a time which is not
advantageous.
    

REPURCHASE AND REVERSE REPURCHASE AGREEMENTS.

   
     Although  each of the  Portfolios  may enter into  repurchase  and  reverse
repurchase  agreements,   the  Growth,   C.A.S.E.,   Global,   Flexible  Income,
Tax-Exempt, ^ Strategic Total Return 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
    

                                       30

<PAGE>



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 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

                                       31

<PAGE>



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,  ^
Strategic  Total Return,  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.  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.


                                       32

<PAGE>


   

PORTFOLIO TURNOVER.

PORTFOLIO                     10/31/96       1996         1995        1994
- ---------                     --------       ----         ----        ----
AGGRESSIVE GROWTH              9.40%       127.49%       88.28%          -- 
CAPITAL APPRECIATION          10.11%       160.72%      262.97%          -- 
GLOBAL                         2.59%        97.94%      161.48%     148.01% 
GROWTH^                        9.40%        57.80%      123.26%      63.73% 
C.A.S.E.                      20.69%       654.49%           --          -- 
EQUITY-INCOME                  5.50%        40.58%       34.67%          -- 
TACTICAL ASSET ALLOCATION      2.38%        56.22%           --          -- 
BALANCED                       9.08%       175.78%       82.48%          -- 
FLEXIBLE INCOME               16.16%       135.38%      149.58%     105.40% 
INCOME PLUS                    1.58%        65.96%       25.07%      48.12% 
TAX-EXEMPT                     3.79%        71.05%      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 to
each of the Aggressive Growth,  International Equity,  C.A.S.E., Value Equity, ^
Strategic Total Return,  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 ^ collectively  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
    

                                       33

<PAGE>



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  -  ^  February  1,  1997;  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; ^ Strategic
Total Return - 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., ^
Strategic Total Return, 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.
    



                                       34

<PAGE>



                            INVESTMENT ADVISORY FEES

<TABLE>
<CAPTION>

   
                               ADVISORY FEES ^ AFTER REIMBURSEMENT                ADVISORY FEE ^ REIMBURSEMENTS

                                                         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        $5,163      $56,761      $30,629           --   $17,394    $169,995    $31,402          --
Capital Appreciation    IMI        $7,502      $19,350    $(11,865)           --   $12,709    $122,710    $55,475          --
Global                  IMI      $126,856   $1,130,757     $873,921     $558,189        --          --         --          --
Growth                  IMI      $952,996   $5,459,981   $4,292,430   $4,949,754        --          --         --          --
C.A.S.E.                ISI     $(11,137)    $(36,998)           --           --   $13,949     $55,165        -^-          --
Strategic Total 
 Return                 ISI        $1,140       $5,591    $(14,695)           --   $11,492     $92,079    $39,831          --
Tactical Asset 
  Allocation            ISI        $2,983      $53,542           --           --   $11,829     $28,453         --          --
Balanced                IMI      $(4,993)    $(21,773)    $(17,689)           --   $13,490    $106,223    $49,201          --
Flexible Income         IMI      $(3,566)     $133,035     $169,696     $136,806   $17,675     $41,410    $16,128     $98,496
Income Plus             ISI       $35,332     $414,023     $402,031     $421,791        --          --         --          --
Tax-Exempt              ISI      $(6,243)      $35,970      $78,055      $65,782   $19,367    $123,530    $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 ^ entered into 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 ^ Strategic Total Return 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 ^ respective  Investment Counsel Agreements dated ^ February 1, 1997
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  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.


                                       35

<PAGE>



   
     Further  discussions  of the  basic  fee  arrangements  and  allocation  of
responsibilities  relating to terms of the ^ Investment  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
   
                            ^(NET OF FEES REIMBURSED)
    


                                                    SEPTEMBER 30
PORTFOLIO                   10/31/96       1996         1995          1994
   
Aggressive Growth             $2,065      $22,704      $12,252            --
Capital Appreciation          $3,751       $9,675           --            --
Global                       $63,428     $565,378     $436,960      $279,094
Growth                      $476,498   $2,729,990   $2,146,215    $2,474,877
C.A.S.E.                          --           --           --            --
Strategic Total Return          $456       $2,236           --            --
Tactical Asset Allocation     $1,193      $21,417           --            --
Balanced                          --           --           --            --
Flexible Income                   --      $66,517      $84,848       $68,403
Income Plus                  $17,666     $207,011     $201,015      $210,895
Tax-Exempt                        --      $17,985      $39,027       $32,891
    

     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 ^, 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").
    

                                     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:


                                       36

<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  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 ^ $46 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 ^ Strategic Total Return
Portfolio.  Dean 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

                                       37

<PAGE>



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        $25,967        $479,802       $228,229            --      $3,677    $65,924      $33,478           --
Capital Appreciation     $47,565        $395,205        $73,332            --      $8,052    $60,768      $10,921           --
Global                  $150,015        $938,340       $491,761    $1,202,555     $20,964   $139,197      $73,278     $102,320
Growth                  $191,780      $2,033,743     $1,155,639    $2,389,332     $28,146   $296,565     $167,446     $346,753
C.A.S.E.                  $4,356         $36,903             --            --        $642     $5,443           --           --
Strategic Total 
  Return                 $19,972        $234,546        $90,604            --      $3,617    $35,552      $14,667           --
Tactical Asset 
  Allocation             $22,282        $200,817             --            --      $2,742    $30,970           --           --
Balanced                 $13,157        $128,544        $61,824            --      $2,118    $20,474      $10,074           --
Flexible Income           $2,509         $36,139        $28,794       $66,672        $444     $5,837       $5,736      $12,453
Income Plus               $7,845        $167,267       $142,265      $285,345      $1,393    $29,744      $26,821      $52,998
Tax-Exempt                $2,189         $50,307        $22,502       $73,000        $410     $8,771       $4,491      $14,193
    
</TABLE>

     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."


                                       38

<PAGE>



     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.")

                              TRANSFER AGENCY FEES

<TABLE>
<CAPTION>

                           FEES AND EXPENSES NET OF BROKERAGE CREDITS                     BROKERAGE CREDITS RECEIVED

                                                  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         $15,460      $141,668     $27,772           --          --           --           --           --
Capital Appreciation       $9,740       $61,086     $22,570           --          --           --           $8           --
Global                    $46,880      $379,409    $341,591      $34,294          --           --         $323         $222
Growth                   $273,000    $1,537,321    $174,068   $1,523,083          --           --           --      $12,039
C.A.S.E.                   $2,260        $8,930          --           --          --           --           --           --
Strategic Total 
 Return                    $5,772       $40,189     $10,668           --          --           --           --           --
Tactical Asset 
 Allocation                $6,084       $25,499          --           --          --           --           --           --
Balanced                   $3,500       $26,374      $9,905           --          --           --           --           --
Flexible Income            $8,624       $51,078     $53,822      $60,995          --           --           --           --
Income Plus               $10,000      $113,654    $118,821     $152,834          --           --           --           --
Tax-Exempt                 $4,250       $40,367     $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.



                                       39

<PAGE>



                      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  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 ^
Aggressive  Growth  Portfolio  paid the following  commissions to ^ Fred Alger &
Company, Incorporated:
    

                                       40

<PAGE>


   
COMMISSIONS PAID:                              Fred Alger &
                                            Company, Incorporated
                                            10/31/96       09/30/96
Fiscal 1996                                $4,711          $42,819
Fiscal 1996 Percentages:                     91.4%            98.2%
 Commissions with affiliates 
  to total commissions
Value of brokerage transactions with 
 affiliates to total brokerage               92.7%            98.8%
  transactions
    
                             ^ BROKERAGE COMMISSIONS
<TABLE>
<CAPTION>


   
BROKERAGE COMMISSIONS PAID          AGGRESSIVE         CAPITAL                                                        STRATEGIC
(including Affiliated Brokerage)      GROWTH         APPRECIATION      GLOBAL       GROWTH         C.A.S.E.          TOTAL RETURN
   <S>                                <C>              <C>            <C>          <C>             <C>                <C>

   October 31, 1996                    $5,156           $14,114         $9,638      $34,732         $3,469             $2,089
   September, 1996                    $43,591          $109,526       $109,328     $314,230        $50,714            $16,340
   September, 1995                    $19,568           $41,182       $124,068     $930,417             --             $9,661
   September, 1994                         --                --        $61,311     $607,482             --                 --

AFFILIATED BROKERAGE PAID

   October 31, 1996                     $4,711               --             --           --             --                 --
   September, 1996                     $42,819               --             --           --             --                 --
   September, 1995                     $18,944              $11           $431           --             --                 --
   September, 1994                          --               --           $296      $16,052             --                 --
    
</TABLE>

   
<TABLE>
<CAPTION>
                                     TACTICAL ASSET
BROKERAGE COMMISSIONS PAID             ALLOCATION           BALANCED            FLEXIBLE INCOME       INCOME PLUS      TAX-EXEMPT
(including Affiliated Brokerage)
   <S>                                 <C>                 <C>                    <C>                      <C>              <C>
   October 31, 1996                     $2,800              $1,291                     --                  --               --
   September, 1996                     $34,335             $37,881                $27,515                  --               --
   September, 1995                         --               $9,193                 $1,853                  --               --
   September, 1994                         --                  --                  $2,963                  --               --

AFFILIATED BROKERAGE PAID

   October 31, 1996                        --                  --                      --                  --               --
   September, 1996                         --                  --                      --                  --               --
   September, 1995                         --                  --                      --                  --               --
   September, 1994                         --                  --                      --                  --               --
    
</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.


                                       41

<PAGE>



   
     During ^ the fiscal  year ended  September  30,  1996,  Growth,  Global,  ^
Balanced,  Capital  Appreciation  ^,  Strategic  Total  Return,  Tactical  Asset
Allocation  and  C.A.S.E.  Portfolios  had  transactions  in  the  amounts  of ^
$302,630,  $69,535, $14,546, $46,367,  $184,125,  $54,341,341,  and $31,674,394,
respectively,  which  resulted in  brokerage  commission  of ^ $24,095,  $1,589,
$1,360, $2,165, $590, $34,444 and $50,714,  respectively,  that were directed to
brokers for brokerage and research services provided.

     During the  one-month  period  ended  October 31, 1996,  Global,  Balanced,
Strategic Total Return,  Tactical Asset  Allocation and C.A.S.E.  Portfolios had
transactions  in the  amounts  of $9,838,  $1,153,  $145,192,  $9,001,  $665 and
$14,220,018,  respectively, which resulted in brokerage commissions of $32, $11,
$240,  $3,360 and  $3,469,  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;^  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 ^ of IDEX Series Fund; ^ 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; ^ currently  retired;  formerly,  President (1981 -
1990)  and  Executive  Vice  President  (1979 - 1981) of the  Avionics  Group of
Rockwell  International  Corporation,  Cedar Rapids,  Iowa (supplier of aviation
electronics).

- ----------
Becky A. Ferrell(2)
12/10/60

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

                                       42

<PAGE>



^----------
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;^  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
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.


                                       43

<PAGE>



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

Trustee (1987 to present), Chairman (December 1989 to present) and President and
Chief Executive  Officer (1987 to September 1990) of IDEX Series Fund;^ 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 ^ of IDEX Series  Fund;  ^ currently  semi-retired;  Trustee of American
Skandia  Investment  Trust;  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), Treasurer and Principal Financial
Officer  (December  1996 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).

                                       44

<PAGE>

- ---------
William W. Short, Jr.
12420 73rd Court
Largo, FL  34623
02/25/36
   
Trustee of IDEX Series Fund;^  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;  ^ Member of Advisory Board 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; ^ Director (1987 to present),  Western Reserve Life
Assurance Co. of Ohio (life insurance);  currently retired; formerly,  Director,
Regional   Marketing^   (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.



                                       45

<PAGE>



                               COMPENSATION TABLE

<TABLE>
<CAPTION>

                                        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               $0     $3,637      $19,000     $18,500         $2,500       $31,000
Daniel Calabria, Trustee            $250     $3,887       $6,500      $6,250           $500       $12,500
James L. Churchill, Trustee         $100     $5,919      $14,800     $14,400           $500       $23,500
Charles C. Harris, Trustee          $500    $15,414           $0          $0         $2,500       $31,000
Julian A. Lerner, Trustee           $500     $7,773           $0          $0           $500       $12,500
William W. Short, Jr., Trustee      $500    $15,414           $0          $0           $500       $24,000
Jack E. Zimmerman, Trustee            $0     $3,637      $18,500     $18,000           $500       $23,500
Total                             $1,850    $55,681      $58,800     $57,150         $7,500      $158,000
    
</TABLE>

*    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 ^ consists of IDEX Series Fund  (including  IDEX Fund and
     IDEX  Fund 3  prior  to  their  reorganization  into  IDEX  Series  Fund on
     September 20, 1996)and WRL Series Fund, Inc.
    

     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 ^ $6,000 and ^ $62,000, respectively, in
trustees  fees and expenses and no trustee  emeritus  fees or expenses.  As of ^
January 2, 1997, 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, ^ Strategic Total
Return,  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

                                       46

<PAGE>



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.

                               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.

                                DISTRIBUTION FEES

   
     Distribution ^ related  expenses  incurred by ISI for the one-month  period
ended  October 31, 1996 and the fiscal year ended  September  30,  1996^ were as
follows.  These  expenses  have been  partially  reimbursed  to ISI by the 12b-1
arrangements with the Fund.
    



                                       47

<PAGE>

<TABLE>
<CAPTION>

                                                                     AGGRESSIVE GROWTH
                                               A                               B                             C
                                             SHARES                          SHARES                        SHARES
                                     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>

Advertising                             $157        $18,689           $35          $2,107              $8          $5,131 
Printing/mailing                      $4,360        $20,464          $959          $3,760            $228          $2,454 
 Prospectuses to other 
 than current shareholders
Compensation to underwriters          $1,906        $19,470        $1,214          $7,764          $1,221         $15,985 
Compensation to dealers               $4,765        $48,675          $405              --            $470          $6,148 
Compensation to sales personnel       $1,095         $1,611          $241            $302             $57            $167 
Interest or other finance                 --             --            --              --              --              -- 
 charges
Travel                                  $219         $4,476           $48            $806             $11            $620 
Office Expenses                         $434        $17,033           $95          $2,738             $23          $3,128 
Administrative Processing Costs         $345         $1,036          $131            $392            $135            $405 
TOTAL                                $13,281       $131,454        $3,128         $17,869          $2,153         $34,038 
    
</TABLE>


<TABLE>
<CAPTION>

                                                                  CAPITAL APPRECIATION                                      
                                                 A                             B                               C           
                                              SHARES                         SHARES                         SHARES         
                                    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>
Advertising                            $274         $10,406            $37          $2,151             $14          $2,410  
Printing/mailing                     $7,579         $23,446         $1,013          $4,492            $391          $3,403  
 Prospectuses to other                                                                                                      
 than current shareholders                                                                                                  
Compensation to underwriters         $1,647         $10,891         $1,349          $7,281          $1,261         $16,717  
Compensation to dealers              $4,118         $27,229           $450              --            $485          $6,430  
Compensation to sales personnel      $1,904          $2,340           $254            $431             $98            $315  
Interest or other finance                --              --             --              --              --              --  
 charges                                                                                                                    
Travel                                 $380          $4,588            $51          $1,035             $20          $1,171  
Office Expenses                        $755          $7,334           $101          $1,651             $39          $1,299  
Administrative Processing Costs        $228            $684           $124            $373            $124            $373  
TOTAL                               $16,885         $86,918         $3,379         $17,414          $2,432         $32,118  
    

</TABLE>


<TABLE>
<CAPTION>
                                                                             GLOBAL                                         
                                                      A                        B                               C            
                                                    SHARES                   SHARES                          SHARES         
                                    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>
Advertising                            $855          $9,104           $194            $920             $139          $1,335 
Printing/mailing                    $23,693        $139,124         $5,362         $18,881           $3,840         $19,310 
 Prospectuses to other 
 than current shareholders
Compensation to underwriters        $11,506        $105,872         $3,543         $16,329           $4,686         $35,301 
Compensation to dealers             $28,766        $264,679         $1,181              --           $1,802         $13,577 
Compensation to sales personnel      $5,951         $41,945         $1,347          $5,033             $964          $6,547 
Interest or other finance charges        --              --             --              --               --              -- 
Travel                               $1,188          $9,632           $269          $1,219             $192          $1,626 
Office Expenses                      $2,360          $8,682           $534          $1,109             $382          $1,169 
Administrative Processing Costs        $795          $8,793           $144          $1,432             $186          $2,084 
TOTAL                               $75,114        $587,831        $12,574         $44,923          $12,191         $80,949 
    
</TABLE>

<TABLE>
<CAPTION>

                                                                                  GROWTH                                        
                                                    A                                B                               C           
                                                  SHARES                          SHARES                          SHARES         
                                      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>
Advertising                             $1,693           $27,068            $133            $918             $67          $1,910 
Printing/mailing                       $46,894          $351,326          $3,689         $16,577          $1,850         $22,710 
 Prospectuses to other                                                                                                           
 than current shareholders                                                                                                       
Compensation to underwriters           $48,496          $523,027          $3,166         $16,832          $6,195         $52,279 
Compensation to dealers               $121,240        $1,307,566          $1,055              --          $2,383         $20,107 
Compensation to sales personnel        $11,779          $118,398            $927          $4,770            $465          $8,089 
Interest or other finance charges           --                --              --              --              --              -- 
Travel                                  $2,351           $26,470            $185          $1,084             $93          $1,894 
Office Expenses                         $4,671           $22,410            $368            $983            $184          $1,480 
Administrative Processing Costs         $3,152           $37,972            $153          $1,495            $207          $2,344 
TOTAL                                 $240,276        $2,414,237          $9,676         $42,659         $11,444        $110,813 
</TABLE>
    



<TABLE>
<CAPTION>

                                                                          C.A.S.E.                                         

                                              A                                B                               C           
                                           SHARES                            SHARES                          SHARES        
                                             ^        9/30/96        10/31/96       9/30/96        10/31/96         9/30/96
                                      10/31/96
   
<S>                                     <C>           <C>             <C>            <C>             <C>            <C>
Advertising                                $41          $948             $11         $1,150             $27          $1,832
Printing/mailing                        $1,137        $2,549            $305         $2,147            $757          $1,912
 Prospectuses to other than 
 current shareholders
Compensation to underwriters              $133          $751            $951         $3,928            $350          $5,360
Compensation to dealers                   $333        $1,876              --             --            $135          $2,062
Compensation to sales personnel           $286          $247             $77           $184            $190             $76
Interest or other finance charges           --            --              --             --              --              --
Travel                                     $57          $540             $15           $633             $38            $942
Office Expenses                           $113          $875             $30         $1,140             $75          $2,665
Administrative Processing Costs           $112          $336            $106           $317            $110            $330
TOTAL                                   $2,212        $8,122          $1,495         $9,499          $1,682         $15,179
    
</TABLE>


<TABLE>
<CAPTION>
   

                                                                 ^ STRATEGIC TOTAL RETURN 
    
                                               A                               B                               C 
                                            SHARES                           SHARES                         SHARES
                                   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>
Advertising                            $110          $6,180            $26          $1,675             $14          $1,563  
Printing/mailing                     $3,049         $13,540           $732          $2,820            $398          $2,988  
 Prospectuses to other than                                                                                                 
 current shareholders                                                                                                       
Compensation to underwriters           $977          $8,140         $1,035          $6,629            $977          $6,203  
Compensation to dealers              $2,442         $20,350           $345              --            $376          $2,386  
Compensation to sales personnel        $766          $1,201           $184            $241            $100            $232  
Interest or other finance charges        --              --             --              --              --              --  
Travel                                 $153          $2,239            $37            $759             $20            $578  
Office Expenses                        $304          $7,785            $73          $1,627             $40          $2,368  
Administrative Processing Costs        $167            $500           $116            $347            $118            $354  
TOTAL                                $7,968         $59,935         $2,548         $14,098          $2,043         $16,672  
                                        
</TABLE>

                                       48

<PAGE>
<TABLE>
<CAPTION>
                                                               TACTICAL ASSET ALLOCATION                                    
                                                  A                            B                               C            
                                               SHARES                        SHARES                          SHARES         
                                     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>
Advertising                             $170          $6,178             $39         $6,207             $38          $3,329 
Printing/mailing                      $4,715         $12,610          $1,081         $8,746          $1,050          $6,338 
 Prospectuses to other than 
 current shareholders
Compensation to underwriters            $664          $3,454          $3,143        $22,393          $2,587         $15,989 
Compensation to dealers               $1,660          $8,636          $1,048             --            $995          $6,149 
Compensation to sales personnel       $1,184          $1,129            $271           $683            $264            $558 
Interest or other finance charges         --              --              --             --              --              -- 
Travel                                  $236          $2,847             $54         $2,617             $53          $1,523 
Office Expenses                         $470          $6,403            $108         $6,336            $105          $3,387 
Administrative Processing Costs         $137            $410            $119           $356             $11            $358 
TOTAL                                 $9,236         $41,667          $5,863        $47,338          $5,103         $37,631 
    
</TABLE>

<TABLE>
<CAPTION>

                                                                            BALANCED
                                                  A                            B                                 C            
                                               SHARES                        SHARES                           SHARES          
                                      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>
Advertising                                $71          $3,386            $36            $623              $6          $1,064 
Printing/mailing                        $1,980          $7,500           $997          $1,631            $170          $1,078 
 Prospectuses to other than                                                                                                   
 current shareholders                                                                                                         
Compensation to underwriters              $706          $5,805           $467          $2,605            $530         $15,541 
Compensation to dealers                 $1,765         $14,513           $156              --            $204          $5,977 
Compensation to sales personnel           $497            $658           $250            $154             $43             $57 
Interest or other finance charge            --              --             --              --              --              -- 
Travel                                     $99          $1,196            $50            $228              $9            $427 
Office Expenses                           $197          $4,492            $99            $756             $17          $1,305 
Administrative Processing Costs           $137            $411           $105            $315            $113            $338 
TOTAL                                   $5,452         $37,961         $2,160          $6,312          $1,092         $25,787 
    
</TABLE>

<TABLE>
<CAPTION>

                                                                        FLEXIBLE INCOME                                     
                                                 A                             B                               C            
                                               SHARES                        SHARES                          SHARES         
                                     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>
Advertising                              $43            $896              $7            $96              $6            $461 
Printing/mailing                      $1,186         $11,415            $199         $1,588            $154          $2,952 
 Prospectuses to other than 
 current shareholders
Compensation to underwriters          $1,451         $18,303            $322         $2,252            $477          $5,587 
Compensation to dealers               $3,628         $45,758            $107             --            $183          $2,149 
Compensation to sales personnel         $298          $4,142             $50           $599             $39          $1,290 
Interest or other finance charges         --              --              --             --              --              -- 
Travel                                   $59            $883             $10           $134              $8            $283 
Office Expenses                         $118            $702             $20            $83             $15            $262 
Administrative Processing Costs         $172          $2,093            $102         $1,212            $111          $1,308 
TOTAL                                 $6,955         $84,192            $817         $5,964            $993         $14,292 
    
</TABLE>


<TABLE>
<CAPTION>
                                                                         INCOME PLUS 
                                                   A                           B                                C            
                                                SHARES                       SHARES                           SHARES          
                                       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>
Advertising                                $150          $3,631             $6          $270             $21            $667 
Printing/mailing                         $4,151         $41,521           $176        $3,232            $583          $6,654 
 Prospectuses to other than                                                                                                  
 current shareholders                                                                                                        
Compensation to underwriters             $5,592         $65,983           $497        $4,642          $1,497         $16,650 
Compensation to dealers                 $13,980        $164,959           $166            $0            $576          $6,404 
Compensation to sales personnel          $1,043         $14,760            $44        $1,196            $147          $2,621 
Interest or other finance charges            --              --             --            --              --              -- 
Travel                                     $208          $3,229             $9          $262             $29            $548 
Office Expenses                            $414          $2,757            $18          $204             $58            $452 
Administrative Processing Costs            $283          $3,468           $104        $1,229            $119          $1,397 
TOTAL                                   $25,821        $300,308         $1,020       $11,035          $3,030         $35,393 
    
</TABLE>

<TABLE>
<CAPTION>

                                                                          TAX-EXEMPT
                                                  A                            B                               C
                                                SHARES                       SHARES                          SHARES
                                      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>
Advertising                               $59          $1,123              $2            $31             $11            $201
Printing/mailing                       $1,645         $13,723             $51           $697            $292          $2,110
 Prospectuses to other than 
 current shareholders
Compensation to underwriters           $2,093         $25,933            $121         $1,029            $298          $1,941
Compensation to dealers                $5,232         $64,833             $40             --            $213          $1,387
Compensation to sales personnel          $413          $4,822             $13           $274             $73            $761
Interest or other finance charges          --              --              --             --              --              --
Travel                                    $82          $1,060              $3            $47             $15            $164
Office Expenses                          $164            $883              $5            $30             $29            $146
Administrative Processing Costs          $155          $1,861            $100         $1,203            $109          $1,279

TOTAL                                  $9,843        $114,238            $335         $3,311          $1,040          $7,989
    
</TABLE>

                                       49

<PAGE>



     No distribution  fees were applicable to Class A, Class B or Class C shares
of the International  Equity or Value Equity Portfolios for the one-month period
ended  October  31,1996 or the fiscal year ended  September  30, 1996,  as those
Portfolios  had not yet  commenced  operations.  Class T  shares  of the  Growth
Portfolio are not subject to annual distribution and service fees.

                          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.


                                       50

<PAGE>



                 OFFERING PRICE PER SHARE CALCULATED AS FOLLOWS:

   
<TABLE>
<CAPTION>

                            NET ASSET VALUE PER SHARE           ADD MAXIMUM     AMOUNT OF SALES
AS OF OCTOBER 31, 1996      NET ASSET SHARES OUTTANDING)     SELLING COMMISSIONS     CHARGE          OFFERING PRICE PER SHARE
<S>                                  <C>                           <C>               <C>                     <C>              
AGGRESSIVE GROWTH
Class A                              $15.70                        5.50%             $0.91                   $16.61
Class B                              $15.58                          --                --                    $15.58
Class C                              $15.60                          --                --                    $15.60
CAPITAL APPRECIATION
Class A                              $15.49                        5.50%             $0.90                   $16.39
Class B                              $15.42                          --                --                    $15.42
Class C                              $15.43                          --                --                    $15.43
GLOBAL
Class A                              $21.39                        5.50%             $1.24                   $22.63
Class B                              $21.13                          --                --                    $21.13
Class C                              $21.03                          --                --                    $21.03
GROWTH
Class A                              $21.97                        5.50%             $1.28                   $23.25
Class B                              $21.60                          --                --                    $21.60
Class C                              $21.65                          --                --                    $21.65
Class T                              $22.17                        8.50%             $2.06                   $24.23
C.A.S.E.
Class A                              $10.56                        5.50%             $0.61                   $11.17
Class B                              $10.51                          --                --                    $10.51
Class C                              $10.52                          --                --                    $10.52
STRATEGIC TOTAL RETURN
Class A                              $13.43                        5.50%             $0.78                   $14.21
Class B                              $13.42                          --                --                    $13.42
Class C                              $13.42                          --                --                    $13.42
TACTICAL ASSET ALLOCATION
Class A                              $11.19                        5.50%             $0.65                   $11.84
Class B                              $11.18                          --                --                    $11.18
Class C                              $11.18                          --                --                    $11.18
BALANCED
Class A                              $13.58                        5.50%             $0.79                   $14.37
Class B                              $13.56                          --                --                    $13.56
Class C                              $13.57                          --                --                    $13.57
FLEXIBLE INCOME
Class A                               $9.33                         4.75%             $0.47                   $9.80
Class B                               $9.32                          --                --                     $9.32
Class C                               $9.32                          --                --                     $9.32
INCOME PLUS
Class A                              $10.61                         4.75%             $0.53                  $11.14
Class B                              $10.61                           --                --                   $10.61
Class C                              $10.61                           --                --                   $10.61
TAX-EXEMPT
Class A                              $11.40                         4.75%             $0.57                  $11.97
Class B                              $11.40                           --                --                   $11.40
Class C                              $11.40                           --                --                   $11.40
    
</TABLE>


     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.

                                       51

<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 ^ distribution
and service 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.


                                       52

<PAGE>



     Redemption  of  shares  may be  suspended,  or the date of  payment  may be
postponed,  whenever (1) trading on the Exchange is restricted, as determined by
the  Securities  and Exchange  Commission,  or the Exchange is closed except for
holidays and weekends,  (2) the Securities and Exchange  Commission permits such
suspension  and so  orders,  or (3) an  emergency  exists as  determined  by the
Securities   and  Exchange   Commission  so  that  disposal  of  securities  and
determination of net asset value is not reasonably practicable.

     The Contingent  Deferred Sales Charge  ("CDSC") is waived on redemptions of
Class B shares in the circumstances described below:

     (a)  Redemption upon Total Disability or Death

     The Fund will waive the CDSC on  redemptions  following  the death or total
disability  (as  evidenced by a  determination  of the federal  Social  Security
Administration)  of a Class B shareholder,  but in the case of total  disability
only as to shares owned at the time of the initial  determination of disability.
The Transfer Agent or Distributor  will require  satisfactory  proof of death or
disability before it determines to waive the CDSC.

     (b)  Redemption Pursuant to a Fund's Systematic Withdrawal Plan

     A shareholder  may elect to  participate  in a systematic  withdrawal  plan
("Plan") with respect to the  shareholder's  investment  in the Fund.  Under the
Plan, a dollar amount of a  participating  shareholder's  investment in the Fund
will be  redeemed  systematically  by the  Fund  on a  periodic  basis,  and the
proceeds paid in accordance with the shareholder's  instructions.  The amount to
be redeemed and frequency of the systematic withdrawals will be specified by the
shareholder  upon his or her election to  participate in the Plan. The CDSC will
be  waived  on  redemptions  made  under  the Plan  subject  to the  limitations
described below.

     The amount of the  shareholder's  investment in a Fund at the time election
to  participate  in the Plan is made  with  respect  to the Fund is  hereinafter
referred to as the "Initial  Account  Balance." The amount to be  systematically
redeemed from the Fund without the imposition of a CDSC may not exceed a maximum
of 12% annually of the shareholder's  Initial Account Balance. The Fund reserves
the right to change  the terms and  conditions  of the Plan and the  ability  to
offer the Plan.

     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.


                                       53

<PAGE>



     If the  Tax-Exempt  Portfolio  invests  in any  instruments  that  generate
taxable   income,   under  the   circumstances   described  in  the  Prospectus,
distributions of the interest earned thereon will be taxable to that Portfolio's
shareholders  as  ordinary  income to the extent of its  earnings  and  profits.
Moreover,  if that  Portfolio  realizes  capital  gains  as a result  of  market
transactions,  any  distributions  of that  gain  also  will be  taxable  to its
shareholders.

     Proposals may be introduced  before Congress for the purpose of restricting
or  eliminating  the federal  income tax  exemption  for  interest on  municipal
securities.  If such a proposal  were  enacted,  the  availability  of municipal
securities  for  investment  by the  Tax-Exempt  Portfolio  and the value of its
portfolio securities would be affected.  In that event, the Tax-Exempt Portfolio
will re-evaluate its investment objective and policies.

     Dividends  and interest  received by a Portfolio  may be subject to income,
withholding  or other taxes imposed by foreign  countries  and U.S.  possessions
that would reduce the yield on its securities.  Tax conventions  between certain
countries  and the United States may reduce or eliminate  these  foreign  taxes,
however, and foreign countries generally do not impose taxes on capital gains in
respect of  investments by foreign  investors.  If more than 50% of the value of
the Global Portfolio's total assets at the close of its taxable year consists of
securities  of foreign  corporations,  it will be eligible to, and may,  file an
election with the Internal Revenue Service that will enable its shareholders, in
effect,  to receive the  benefit of the  foreign tax credit with  respect to any
foreign and U.S.  possessions income taxes paid by it. Pursuant to the election,
a Portfolio  will treat those taxes as dividends  paid to its  shareholders  and
each shareholder  will be required to (1) include in gross income,  and treat as
paid by him,  his  proportionate  share of those  taxes,  (2) treat his share of
those taxes and of any dividend paid by the  Portfolio  that  represents  income
from foreign or U.S.  possessions  sources as his own income from those sources,
and (3) either  deduct the taxes  deemed  paid by him in  computing  his taxable
income or,  alternatively,  use the foregoing  information  in  calculating  the
foreign tax credit  against his federal  income tax. The Global  Portfolio  will
report to its  shareholders  shortly  after each taxable  year their  respective
shares of the income from sources within,  and taxes paid to, foreign  countries
and U.S. possessions if it makes this election.

     Each Portfolio  except the Tax-Exempt  Portfolio may invest in the stock of
"passive  foreign  investment  companies"   ("PFICs").   A  PFIC  is  a  foreign
corporation that, in general,  meets either of the following tests: (1) at least
75% of its gross  income is  passive  or (2) an  average  of at least 50% of its
assets produce, or are held for the production of, passive income. Under certain
circumstances, a Portfolio will be subject to federal income tax on a portion of
any  "excess  distribution"  received  on the  stock of a PFIC or of any gain on
disposition of that stock (collectively  "PFIC income"),  plus interest thereon,
even if the Portfolio  distributes the PFIC income as a taxable  dividend to its
shareholders. The balance of the PFIC income will be included in the Portfolio's
investment company taxable income and, accordingly, will not be taxable to it to
the extent  that  income is  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.

                                       54

<PAGE>



     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 ^ January 2, 1997, 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, ^ Strategic Total Return, Tactical
Asset Allocation,  Balanced,  Flexible Income or Tax-Exempt Portfolios, with the
following exceptions: ^ Patrick J. Logue was record owner of approximately 8% of
the Balanced  Portfolio,  and ISI owned beneficially or of record  approximately
12% of the C.A.S.E.  Portfolio. As of January 2, 1997, certain affiliates of ISI
and AEGON Management were the record owners of shares of beneficial  interest of
the Income  Plus  Portfolio,  as  follows:  AUSA Life  Insurance  Company  owned
approximately   ^  7%,  and  Bankers   United  Life   Assurance   Company  owned
approximately ^ 2%. As of ^ January 2, 1997, State Street Bank and Trust Company
as  Trustee  for  the  ConAgra   Retirement   Income   Savings   Plan,   Boston,
Massachusetts,  owned approximately ^ 9% of the outstanding shares of beneficial
interest of the Growth Portfolio.
    

                                 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

                                       55

<PAGE>



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,  L.L.P.,  1275  Pennsylvania  Avenue,  N.W.,
Washington,  D.C.  20004,  serves  as  counsel  to the Fund and  certain  of its
affiliates.  ^ Price  Waterhouse LLP, 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.

                             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.



                                       56

<PAGE>






<TABLE>
   
                          ^ AVERAGE ANNUAL TOTAL RETURN
    
<CAPTION>

                                                   AGGRESSIVE GROWTH                        CAPITAL APPRECIATION            
                                                          CLASS                                     CLASS                   
   
<S>                                    <C>              <C>             <C>          <C>              <C>              <C>

AS OF OCTOBER 31, 1996                    A                B               C             A               B                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                                  (6.68)%          (6.62)%              --       17.79%           18.99%               --
5 years                                      --               --              --           --               --               --
10 years                                     --               --              --           --               --               --
Inception                                27.19%          (9.84)%              --       26.31%           15.12%               --
AVERAGE ANNUAL TOTAL RETURN 
WITHOUT DEDUCTION OF SALES CHARGE:
1 year                                  (1.24)%          (1.62)%         (1.56)%       24.61%           23.99%           24.07%
5 years                                      --               --              --           --               --               --
10 years                                     --               --              --           --               --               --
Inception                                30.99%          (5.20)%          30.54%       30.08%           19.67%           29.50%
CUMULATIVE TOTAL RETURN WITHOUT 
DEDUCTION OF SALES CHARGE:
1 year                                  (1.24)%          (1.62)%         (1.56)%       24.61%           23.99%           24.07%
5 years                                      --               --              --           --               --               --
10 years                                     --               --              --           --               --               --
Inception                                67.69%          (5.63)%          66.67%       65.48%           21.51%           64.14%
    
</TABLE>


                                                   GLOBAL                   
                                                    CLASS                   
                                                                            
   

AS OF OCTOBER 31, 1996                A                B                C   
INCEPTION DATE                     10/01/92        10/01/95         10/01/93
SALES CHARGE                          5.50%               *               --
12B-1 FEE                             0.35%           1.00%            0.90%
AVERAGE ANNUAL TOTAL RETURN                                                 
INCLUDING SALES CHARGES:                                                    
1 year                               22.11%          23.97%               --
5 years                                  --              --               --
10 years                                 --              --               --
Inception                            20.94%          17.97%               --
AVERAGE ANNUAL TOTAL RETURN                                                 
WITHOUT DEDUCTION OF SALES CHARGE:                                          
1 year                               29.22%          28.97%           29.14%
5 years                                  --              --               --
10 years                                 --              --               --
Inception                            22.60%          22.51%           18.49%
CUMULATIVE TOTAL RETURN WITHOUT                                             
DEDUCTION OF SALES CHARGE:                                                  
1 year                               29.22%          28.97%           29.14%
5 years                                  --              --               --
10 years                                 --              --               --
Inception                           130.02%          24.64%           68.74%
    



<TABLE>
<CAPTION>
                                                     GROWTH                                             C.A.S.E.               
                                                     CLASS                                               CLASS                 
   
<S>                                     <C>         <C>         <C>           <C>         <C>          <C>             <C>

AS OF OCTOBER 31, 1996                      A           B           C            T            A            B               C   
INCEPTION DATE                          05/08/86    10/01/95    10/01/93      9/20/96     02/01/96     2/01/96         2/01/96 
SALES CHARGE                              5.50%           *          --         8.50%        5.50%           *              -- 
12B-1 FEE                                 0.35%       1.00%       0.90%            0%        0.35%       1.00%           0.90% 
AVERAGE ANNUAL TOTAL RETURN 
INCLUDING SALES CHARGES:
1 year                                   12.93%      14.16%          --        11.35%           --          --              -- 
5 years                                  11.47%          --          --        11.05%           --          --              -- 
10 years                                 16.56%          --          --        16.07%           --          --              -- 
Inception                                15.86%      14.19%          --        16.42%      (0.19)%       0.10%              -- 
AVERAGE ANNUAL TOTAL RETURN
WITHOUT DEDUCTION OF SALES CHARGE:
1 year                                   19.52%      19.16%      19.17%        21.70%           --          --              -- 
5 years                                  12.74%          --          --        13.04%           --          --              -- 
10 years                                 17.23%          --          --        17.11%           --          --              -- 
Inception                                16.49%      18.74%      14.50%        17.33%        5.60%       5.10%           5.20% 
CUMULATIVE TOTAL RETURN WITHOUT 
DEDUCTION OF SALES CHARGE:
1 year                                   19.52%      19.16%      19.17%        21.70%           --          --              -- 
5 years                                  82.16%          --          --        84.54%           --          --              -- 
10 years                                390.17%          --          --       385.04%           --          --              -- 
Inception                               395.66%      20.84%      51.85%       519.46%        5.60%       5.10%           5.20% 
    
</TABLE>


                                       57
<PAGE>

                                        

                                               ^ STRATEGIC TOTAL RETURN        
                                                        CLASS                  
                                                                               
   
                                        A                 B                C   
AS OF OCTOBER 31, 1996              12/02/94          10/01/95        12/02/94 
INCEPTION DATE                         5.50%                 *              -- 
SALES CHARGE                           0.35%             1.00%           0.90% 
12B-1 FEE                                                                      
AVERAGE ANNUAL TOTAL RETURN                                                    
INCLUDING SALES CHARGES:              11.16%            11.87%              -- 
1 year                                    --                --              -- 
5 years                                   --                --              -- 
10 years                              15.34%            10.71%              -- 
Inception                                                                      
AVERAGE ANNUAL TOTAL RETURN                                                    
WITHOUT DEDUCTION OF SALES CHARGE:    17.60%            16.87%          16.98% 
1 year                                    --                --              -- 
5 years                                   --                --              -- 
10 years                              18.28%            15.27%          18.13% 
Inception                                                                      
CUMULATIVE TOTAL RETURN WITHOUT                                                
DEDUCTION OF SALES CHARGE:            17.60%            16.87%          16.98% 
1 year                                    --                --              -- 
5 years                                   --                --              -- 
10 years                              39.03%            16.67%          37.62% 
Inception
    

<TABLE>
<CAPTION>

                                     TACTICAL ASSET ALLOCATION                                           BALANCED                 
                                               CLASS                                                       CLASS                  
   
<S>                                   <C>              <C>             <C>              <C>              <C>              <C>
AS OF OCTOBER 31, 1996                    A                B               C                A                B                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 ^ CHARGE:
1 year                                  7.52%            8.14%              --           15.29%           16.12%               -- 
5 years                                    --               --              --               --               --               -- 
10 years                                   --               --              --               --               --               -- 
Inception                               5.99%            6.34%              --           16.62%           15.91%               -- 
AVERAGE ANNUAL TOTAL RETURN 
WITHOUT DEDUCTION OF SALES CHARGE:
1 year                                 13.82%           13.14%          13.25%           21.95%           21.12%           21.32% 
5 years                                    --               --              --               --               --               -- 
10 years                                   --               --              --               --               --               -- 
Inception                              11.64%           10.92%          11.01%           20.10%           20.45%           19.45% 
CUMULATIVE TOTAL RETURN WITHOUT 
DEDUCTION OF SALES CHARGE:
1 year                                 13.82%           13.14%          13.25%           21.95%           21.12%           21.32% 
5 years                                    --               --              --               --               --               -- 
10 years                                   --               --              --               --               --               -- 
Inception                              12.69%           11.90%          12.00%           42.02%           22.37%           40.58% 
    
</TABLE>

                                                     FLEXIBLE INCOME
                                                          CLASS     
   
                                           A                B             C    
AS OF OCTOBER 31, 1996                  06/29/87        10/01/95      10/01/93 
INCEPTION DATE                            4.75%               *            --  
SALES CHARGE                              0.35%           1.00%         0.90%  
12B-1 FEE                                                                      
AVERAGE ANNUAL TOTAL RETURN                                                    
INCLUDING SALES ^ CHARGE:                 2.20%           1.48%            --  
1 year                                    7.98%              --            --  
5 years                                      --              --            --  
10 years                                  7.57%           2.84%            --  
Inception                                                                      
AVERAGE ANNUAL TOTAL RETURN                                                    
WITHOUT DEDUCTION OF SALES CHARGE:        7.28%           6.48%         6.58%  
1 year                                    9.05%              --            --  
5 years                                      --              --            --  
10 years                                  8.19%           7.43%         5.28%  
Inception                                                                      
CUMULATIVE TOTAL RETURN WITHOUT                                                
DEDUCTION OF SALES CHARGE:                7.28%           6.48%         6.58%  
1 year                                   54.23%              --            --  
5 years                                      --              --            --  
10 years                                108.75%           8.09%        17.21%  
Inception                              
                                   


<TABLE>
<CAPTION>

                                                      INCOME PLUS                                  TAX-EXEMPT
                                                         CLASS                                        CLASS
                                           A               B                C          A                B                C
   
<S>                                    <C>             <C>             <C>         <C>             <C>              <C>

AS OF OCTOBER 31, 1996
INCEPTION DATE                         06/14/85        10/01/95        10/01/93    04/01/85        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                                   5.02%            4.56%              --      0.24%          (0.35)%               --
5 years                                  9.01%               --              --      2.20%               --               --
10 years                                 9.11%               --              --      6.04%               --               --
Inception                               10.29%            4.33%              --      7.49%            0.88%               --
AVERAGE ANNUAL TOTAL RETURN WITHOUT 
DEDUCTION OF SALES CHARGE:
1 year                                  10.21%            9.56%           9.61%      5.23%            4.65%            4.97%
5 years                                 10.08%               --              --      7.28%               --               --
10 years                                 9.65%               --              --      6.56%               --               --
Inception                               10.76%            8.92%           6.27%      7.94%            5.48%            4.20%
CUMULATIVE TOTAL RETURN WITHOUT 
DEDUCTION OF SALES CHARGE:
1 year                                  10.21%            9.56%           9.61%      5.23%            4.65%            4.97%
5 years                                 61.65%               --              --     33.77%               --               --
10 years                               151.25%               --              --     88.81%               --               --
Inception                              220.10%            9.71%          20.64%    142.37%            5.96%           13.54%
    


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

     *    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.

   
     **   Performance of Class T Shares of the Growth  Portfolio is based on the
          historical performance of IDEX Fund from its inception on June 4, 1985
          until the  reorganization  of IDEX  Fund and IDEX Fund 3 into  Class T
          Shares of IDEX Series Fund Growth Portfolio on September 20, 1996; and
          the historical  performance of Class T Shares of the Growth  Portfolio
          thereafter.
    

</TABLE>

                                       58

<PAGE>



   
     The current yield for a particular  class of shares of each of the Flexible
Income, Tax-Exempt, Income Plus, Balanced or ^ Strategic Total Return 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


   
STRATEGIC TOTAL RETURN                          30 Day Period Ended 10/31/96
 Class A                                                   1.49%
 Class B                                                   0.92%
 Class C                                                   1.02%
BALANCED
 Class A                                                   2.28%
 Class B                                                   1.76%
 Class C                                                   1.85%
FLEXIBLE INCOME
 Class A                                                   6.14%
 Class B                                                   5.82%
 Class C                                                   5.92%
INCOME PLUS
 Class A                                                   6.43%
 Class B                                                   6.08%
 Class C                                                   6.19%

     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 7.31%, 6.78% and 7.33%, 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

                                       59

<PAGE>



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., ^ Strategic Total Return, 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.
    

<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.


                                        1

<PAGE>



     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 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.


                                        2

<PAGE>



     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 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.


                                        3

<PAGE>



     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.

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 ^ STRATEGIC
     TOTAL RETURN 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.

                                        4

<PAGE>


     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 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.


                                        5

<PAGE>


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.


                                        6

<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 1

     Exhibit 2 Bylaws, as amended 1

     Exhibit 3 Not Applicable

     Exhibit 4 Specimen Share Certificate:

     (a)  Class A Shares
          (1)  IDEX Aggressive Growth Portfolio 1
          (2)  IDEX International Equity Portfolio 1
          (3)  IDEX Capital Appreciation Portfolio 1
          (4)  IDEX Global Portfolio 1
          (5)  IDEX Growth Portfolio 1
          (6)  IDEX C.A.S.E. Portfolio 2
          (7)  IDEX Value Equity Portfolio 1
          (8)  IDEX Equity-Income Portfolio 1
          (9)  IDEX Tactical Asset Allocation Portfolio 3
          (10) IDEX Balanced Portfolio 1
          (11) IDEX Flexible Income Portfolio 1
          (12) IDEX Income Plus Portfolio 1
          (13) IDEX Tax Exempt Portfolio
- --------

1    Filed  previously  with  Post-Effective  Amendment  No. 24 to  Registration
     Statement  filed  on  November  15,  1996  (File  No.  33-  2659).  2 Filed
     previously with Post-Effective  Amendment No. 20 to Registration  Statement
     filed on November  17, 1995 (File No. 33- 2659).  3 Filed  previously  with
     Post-Effective Amendment No. 18 to Registration Statement filed on June 30,
     1995 (File No. 33-2659).

                                        1

<PAGE>



     (b)  Class B Shares
          (1)  IDEX Aggressive Growth Portfolio 1
          (2)  IDEX International Equity Portfolio 1
          (3)  IDEX Capital Appreciation Portfolio 1
          (4)  IDEX Global Portfolio 1
          (5)  IDEX Growth Portfolio 1
          (6)  IDEX C.A.S.E. Portfolio 2
          (7)  IDEX Value Equity Portfolio 1
          (8)  IDEX Equity-Income Portfolio 1
          (9)  IDEX Tactical Asset Allocation Portfolio 3
          (10) IDEX Balanced Portfolio 1
          (11) IDEX Flexible Income Portfolio 1
          (12) IDEX Income Plus Portfolio 1
          (13) IDEX Tax Exempt Portfolio


     (c)  Class C Shares
          (1)  IDEX Aggressive Growth Portfolio 1
          (2)  IDEX International Equity Portfolio 1
          (3)  IDEX Capital Appreciation Portfolio 1
          (4)  IDEX Global Portfolio 1
          (5)  IDEX Growth Portfolio 1
          (6)  IDEX C.A.S.E. Portfolio 2
          (7)  IDEX Value Equity Portfolio 1
          (8)  IDEX Equity-Income Portfolio 1
          (9)  IDEX Tactical Asset Allocation Portfolio 3
          (10) IDEX Balanced Portfolio 1
          (11) IDEX Flexible Income Portfolio 1
          (12) IDEX Income Plus Portfolio 1
          (13) IDEX Tax Exempt Portfolio


     (d)  Class T Shares
          (1)  IDEX Growth Portfolio 4

     Exhibit 5 (a) Management and Investment Advisory Agreement

          (1)  IDEX Aggressive Growth Portfolio 1
          (2)  IDEX International Equity Portfolio
          (3)  IDEX Capital Appreciation Portfolio 1
          (4)  IDEX Global Portfolio 1
          (5)  IDEX Growth Portfolio
          (6)  IDEX C.A.S.E. Portfolio 2
          (7)  IDEX Value Equity Portfolio
          (8)  IDEX Equity-Income Portfolio 1
          (9)  IDEX Tactical Asset Allocation Portfolio 3
          (10) IDEX Balanced Portfolio 1
          (11) IDEX Flexible Income Portfolio 1
          (12) IDEX Income Plus Portfolio 1
          (13) IDEX Tax-Exempt Portfolio 1

     (b)  Investment Counsel Agreement

          (1)  IDEX Aggressive Growth Portfolio 1
          (2)  (i)  IDEX International Equity Portfolio
               (ii) IDEX International Equity Portfolio
- --------

4    Filed  previously with  Registrant's  Registration  Statement filed on Form
     N-14 filed on June 3, 1996 (File No. 333-05113).

                                        2

<PAGE>



          (3)  IDEX Capital Appreciation Portfolio 1
          (4)  IDEX Global Portfolio 1
          (5)  IDEX Growth Portfolio 1
          (6)  IDEX C.A.S.E. Portfolio 2
          (7)  IDEX Value Equity Portfolio
          (8)  IDEX Equity-Income Portfolio 1
          (9)  IDEX Tactical Asset Allocation Portfolio 3
          (10) IDEX Balanced Portfolio 1
          (11) IDEX Flexible Income Portfolio 1
          (12) IDEX Income Plus Portfolio 1
          (13) IDEX Tax-Exempt Portfolio 1

     (c)  Administrative Services Agreement

          (1)  IDEX Capital Appreciation Portfolio 1
          (2)  IDEX Global Portfolio 1
          (3)  IDEX Growth Portfolio 1
          (4)  IDEX Balanced Portfolio 1
          (5)  IDEX Flexible Income Portfolio 1

     Exhibit 6 (a)  Underwriting Agreement
               (b)  Dealer's Sales Agreement 1
               (c)  Service Agreement
               (d)  Wholesaler's Agreement 2

     Exhibit 7 Trustees/Directors Deferred Compensation Plan 2

     Exhibit 8 Custody Agreement 

     Exhibit 9 Transfer Agency Agreement with Idex Investor Services, Inc. 1

     Exhibit 10 Opinion of Counsel

     Exhibit 11 (a)  Consent of Price Waterhouse LLP
                (b)  Consent of Sutherland Asbill & Brennan

     Exhibit 12 Not Applicable

     Exhibit 13 Investment Letter from Sole Shareholder 5

     Exhibit 14 (a)  Model Individual Retirement Plan 1
                (b)  Model Section 403(b)(7) Plan 1
                (c)  Model 401(k) Plan 1

     Exhibit 15 

     (a) Plan of Distribution under Rule 12b-1 - Class A Shares
          (1)  IDEX Aggressive Growth Portfolio 1
          (2)  IDEX International Equity Portfolio 1
          (3)  IDEX Capital Appreciation Portfolio 1
          (4)  IDEX Global Portfolio 1
          (5)  IDEX Growth Portfolio 1
          (6)  IDEX C.A.S.E. Portfolio 2
          (7)  IDEX Value Equity Portfolio 1
          (8)  IDEX Equity-Income Portfolio 1
- --------

5    Filed  previously  with  Pre-Effective  Amendment  No.  1  to  Registration
     Statement filed on March 7, 1986 (File No. 33-2659).

                                        3

<PAGE>



          (9)  IDEX Tactical Asset Allocation Portfolio 3
          (10) IDEX Balanced Portfolio 1
          (11) IDEX Flexible Income Portfolio 1
          (12) IDEX Income Plus Portfolio 1
          (13) IDEX Tax-Exempt Portfolio 1

     (b)  Plan of Distribution under Rule 12b-1 - Class B Shares
          (1)  IDEX Aggressive Growth Portfolio 1
          (2)  IDEX International Equity Portfolio 1
          (3)  IDEX Capital Appreciation Portfolio 1
          (4)  IDEX Global Portfolio 1
          (5)  IDEX Growth Portfolio 1
          (6)  IDEX C.A.S.E. Portfolio 2
          (7)  IDEX Value Equity Portfolio 1
          (8)  IDEX Equity-Income Portfolio 1
          (9)  IDEX Tactical Asset Allocation Portfolio 3
          (10) IDEX Balanced Portfolio 1
          (11) IDEX Flexible Income Portfolio 1
          (12) IDEX Income Plus Portfolio 1
          (13) IDEX Tax Exempt Portfolio 1

     (c)  Plan of Distribution under Rule 12b-1 - Class C Shares
          (1)  IDEX Aggressive Growth Portfolio 1
          (2)  IDEX International Equity Portfolio 1
          (3)  IDEX Capital Appreciation Portfolio 1
          (4)  IDEX Global Portfolio 1
          (5)  IDEX Growth Portfolio 1
          (6)  IDEX C.A.S.E. Portfolio 2
          (7)  IDEX Value Equity Portfolio 1
          (8)  IDEX Equity-Income Portfolio 1
          (9)  IDEX Tactical Asset Allocation Portfolio 3
          (10) IDEX Balanced Portfolio 1
          (11) IDEX Flexible Income Portfolio 1
          (12) IDEX Income Plus Portfolio 1
          (13) IDEX Tax-Exempt Portfolio 1

     Exhibit 16 

     (a)  Computation of Performance Quotation

          Class A Shares
          (1)  IDEX Aggressive Growth Portfolio 3
          (2)  IDEX Capital Appreciation Portfolio 3
          (3)  IDEX Global Portfolio 6
          (4)  IDEX Growth Portfolio 7
          (5)  IDEX C.A.S.E. Portfolio 8
          (6)  IDEX Equity-Income Portfolio 3
          (7)  IDEX Tactical Asset Allocation Portfolio 8
          (8)  IDEX Balanced Portfolio 3
- --------

6    Filed  previously  with  Post-Effective  Amendment  No. 15 to  Registration
     Statement filed on December 3, 1993 (File No. 33- 2659). 7 Filed previously
     with  Post-Effective  Amendment No. 14 to  Registration  Statement filed on
     August 2, 1993 (File No. 33- 2659). 8 Filed previously with  Post-Effective
     Amendment No. 23 to Registration Statement filed on July 19, 1996 (File No.
     33-2659).

                                        4

<PAGE>



          (9)  IDEX Flexible Income Portfolio 9
          (10) IDEX Income Plus Portfolio 10
          (11) IDEX Tax-Exempt Portfolio 10

     (b)  Computation of Performance Quotation

          Class B Shares

          (1)  IDEX Aggressive Growth Portfolio 8
          (2)  IDEX Capital Appreciation Portfolio 8
          (3)  IDEX Global Portfolio 8
          (4)  IDEX Growth Portfolio 8
          (5)  IDEX C.A.S.E. Portfolio 8
          (6)  IDEX Equity-Income Portfolio 8
          (7)  IDEX Tactical Asset Allocation Portfolio 8
          (8)  IDEX Balanced Portfolio 8
          (9)  IDEX Flexible Income Portfolio 8
          (10) IDEX Income Plus Portfolio 8
          (11) IDEX Tax-Exempt Portfolio 8

     (c)  Computation of Performance Quotation

          Class C Shares
          (1)  IDEX Aggressive Growth Portfolio 3
          (2)  IDEX Capital Appreciation Portfolio 3
          (3)  IDEX Global Portfolio 2
          (4)  IDEX Growth Portfolio 2
          (5)  IDEX C.A.S.E. Portfolio 8
          (6)  IDEX Equity-Income Portfolio 3
          (7)  IDEX Tactical Asset Allocation Portfolio 8
          (8)  IDEX Balanced Portfolio 3
          (9)  IDEX Flexible Income Portfolio 2
          (10) IDEX Income Plus Portfolio 2
          (11) IDEX Tax-Exempt Portfolio 2


     Exhibit 18 Multiple Class Plan 4

     Exhibit 19 Powers of Attorney 3

     Exhibit 27 

               (i)  Financial Data Schedule for the fiscal year ended  September
                    30, 1996

               (ii) Financial Data Schedule for the one-month  ended October 31,
                    1996

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 January 2, 1997, was as follows:
    


- --------

9    Filed  previously  with  Post-Effective  Amendment  No. 16 to  Registration
     Statement filed on October 3, 1994 (File No. 33- 2659). 10 Filed previously
     with  Post-Effective  Amendment No. 7 to  Registration  Statement  filed on
     January 17, 1992 (File No. 33- 2659).

                                        5

<PAGE>



   
Title of Class A Shares                     Number of Record Holders
  Beneficial Interest
 IDEX Aggressive Growth Portfolio                   5,141
 IDEX Capital Appreciation Portfolio                3,063
 IDEX Global Portfolio                             15,287
 IDEX Growth Portfolio                             61,626
 IDEX C.A.S.E. Portfolio                              334
 IDEX Equity-Income Portfolio                       1,509
 IDEX Tactical Asset Allocation Portfolio             900
 IDEX Balanced Portfolio                              862
 IDEX Flexible Income Portfolio                     1,350
 IDEX Income Plus Portfolio                         3,531
 IDEX Tax-Exempt Portfolio                          1,021



Title of Class B Shares                    Number of Record Holders
Shares of Beneficial Interest
 IDEX Aggressive Growth Portfolio                     806
 IDEX Capital Appreciation Portfolio                  662
 IDEX Global Portfolio                              1,494
 IDEX Growth Portfolio                              1,575
 IDEX C.A.S.E. Portfolio                              176
 IDEX Equity-Income Portfolio                         407
 IDEX Tactical Asset Allocation Portfolio             467
 IDEX Balanced Portfolio                              156
 IDEX Flexible Income Portfolio                        48
 IDEX Income Plus Portfolio                           105
 IDEX Tax-Exempt Portfolio                             12


Title of Class C Shares                    Number of Record Holders
Shares of Beneficial Interest
IDEX Aggressive Growth Portfolio                      728
IDEX Capital Appreciation Portfolio                   490
IDEX Global Portfolio                               1,985
IDEX Growth Portfolio                               2,333
IDEX C.A.S.E. Portfolio                               233
IDEX Equity-Income Portfolio                          395
IDEX Tactical Asset Allocation Portfolio              448
IDEX Balanced Portfolio                               254
IDEX Flexible Income Portfolio                        198
IDEX Income Plus Portfolio                            343
IDEX Tax-Exempt Portfolio                             145


Title of Class T Shares                    Number of Record Holders
Shares of Beneficial Interest
IDEX Growth Portfolio                              35,700
    
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.



                                        6

<PAGE>



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.

     JanusCapital 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  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.

                                      * * *

                                        7

<PAGE>



     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"),  Fred Alger  International  Advisory SA
     ("International")  and Analysts  Resources,  Inc.  David D. Alger serves as
     President  and  Director  of  Associates,  Alger  Management,  Alger  Inc.,
     Properties,   Services,   International  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;  ^ Executive Vice President and Treasurer of Associates,  Alger
     Inc.,  Analysts  Resources,  Inc.,  Services and Agency;  and Treasurer and
     Director of  International.  Mary  Marsden-Cochran  serves as  Secretary of
     Associates, Alger Management,  Alger Inc., Properties,  Analysts Resources,
     Inc., Services, International 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;^
     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.

                                      * * *

     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.


                                        8

<PAGE>



     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 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

                                        9

<PAGE>



     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 Executive   President, Chief Executive
                       Officer and Director         Officer and Trustee

J. Will Paull          Director                     N/A

William H. Geiger      Director and Secretary       Vice President and Assistant
                                                    Secretary

Thomas R. Moriarty     Senior Vice President        Senior Vice President,
                                                    Treasurer and Principal 
                                                    Financial Officer

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                    N/A

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

Stanley R. Orr         Vice President               N/A


                                       10

<PAGE>


William G. Cummings    Vice President               N/A

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>


                                   SIGNATURES


   
     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company Act of 1940, the  Registrant  certifies that it meets all of
the requirements for  effectiveness of this Registration  Statement  pursuant to
Rule  485(b)  under  the  Securities  Act of  1933  and  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 ^ 27th day of ^ January, 1997.
    


                                     IDEX Series Fund


                                         /S/
                                     By:_______________________________________
                                         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         January 27, 1997
- -----------------------------
John R. Kenney



/s/ G. John Hurley              President and Trustee        January 27, 1997
- -----------------------------   (Principal Executive
G. John Hurley                  Officer)


/s/ ^ Thomas R. Moriarty        Treasurer ^ and Principal    January 27, 1997
- -----------------------------   Financial Officer            
Thomas R. Moriarty            


/s/ Christopher G. Roetzer      Assistant Vice President     January 27, 1997
- -----------------------------   and Principal Accounting
Christopher G. Roetzer          Officer
                                

/s/ Peter R. Brown *            Trustee                      January 27, 1997
- -----------------------------
Peter R. Brown *


/s/ Daniel Calabria*            Trustee                      January 27, 1997
- -----------------------------
Daniel Calabria *


/s/ James L. Churchill *        Trustee                      January 27, 1997
- -----------------------------
James L. Churchill *


/s/ Charles C. Harris *         Trustee                      January 27, 1997
- -----------------------------
Charles C. Harris*


/s/ Julian A. Lerner*           Trustee                      January 27, 1997
- -----------------------------
Julian A. Lerner *


/s/ William W. Short, Jr. *     Trustee                      January 27, 1997
- -----------------------------
William W. Short, Jr. *


/s/ Jack E. Zimmerman *         Trustee                      January 27, 1997
- -----------------------------
Jack E. Zimmerman *
    






/s/ G. John Hurley
*Signed by G. John Hurley
 Attorney in Fact





<PAGE>

                                CLASS A SHARES OF
                                     IDEX II
                              TAX-EXEMPT 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
Tax-Exempt 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 TAX-EXEMPT 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
                              TAX-EXEMPT 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
Tax-Exempt 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 TAX-EXEMPT 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 C SHARES OF
                                     IDEX II
                              TAX-EXEMPT 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
Tax-Exempt 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 TAX-EXEMPT 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.




                                IDEX SERIES FUND
                ON BEHALF OF IDEX INTERNATIONAL EQUITY PORTFOLIO

                  MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT

This  Agreement,  entered  into as of February 1, 1997,  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 each of GE Investment Management Incorporated,
a Delaware  corporation ("GE  Investments")  and Scottish  Equitable  Investment
Management  Limited,  a corporation  incorporated  in Scotland,  United  Kingdom
("Scottish Equitable"), and that pursuant to those Investment Counsel Agreements
GE Investments and Scottish  Equitable will 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 Agreements; provided, however, that such Agreements 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 during the first full
year of the Portfolio's operation, 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 1.35%
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.  After the first full fiscal year,  InterSecurities  may continue to
reimburse the Portfolio in this manner, but it shall not be obligated to do so.

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
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 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.

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
February 1, 1997.

ATTEST:                               INTERSECURITIES, INC.


/S/                                        /S/
____________________________              ______________________________
William H. Geiger, Secretary          By: G. John Hurley, President and 
                                          Chief Executive Officer


ATTEST:                               IDEX SERIES FUND


/S/                                        /S/
____________________________              ______________________________
Becky A. Ferrell, Secretary           By: G. John Hurley, President and 
                                          Chief Executive Officer









                                       -4-


                                IDEX SERIES FUND
                    ON BEHALF OF IDEX VALUE 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 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

                                        1

<PAGE>



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 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


                                        2

<PAGE>



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.

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

                                        3

<PAGE>


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.

ATTEST:                                INTERSECURITIES, INC.


/S/                                        /S/
                                       By:
William H. Geiger, Secretary               G. John Hurley
                                           President and Chief Executive Officer

ATTEST:                                IDEX SERIES FUND


/S/                                    By: /S/
Becky A. Ferrell, Secretary                G. John Hurley
                                           President and Chief Executive Officer



                                        4



                                IDEX SERIES FUND
                ON BEHALF OF IDEX INTERNATIONAL EQUITY PORTFOLIO

                          INVESTMENT COUNSEL AGREEMENT

This Agreement is entered into as of February 1, 1997, between  INTERSECURITIES,
INC., a Delaware  corporation  (referred  to herein as "ISI") and GE  INVESTMENT
MANAGEMENT  INCORPORATED,  a  Delaware  corporation  (referred  to herein as "GE
Investments").

WHEREAS,  ISI  entered  into a  Management  and  Investment  Advisory  Agreement
(referred to herein as the "Advisory Agreement"),  dated as of February 1, 1997,
with IDEX Series Fund, a Massachusetts business trust (referred to herein as the
"Fund") on behalf of the IDEX Series Fund  International  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 GE Investments and
Scottish Equitable Investment Management Limited, a corporation  incorporated in
Scotland,  United  Kingdom  (referred  to herein  as  "Scottish  Equitable")  as
co-sub-advisers  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,  ISI has entered into an  Investment  Counsel  Agreement  with Scottish
Equitable  regarding the services to be provided by Scottish Equitable on behalf
of the  Portfolio,  the  terms  of  which  are  identical  to the  terms of this
Agreement; 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 GE Investments
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 GE INVESTMENTS. GE Investments shall act as investment counsel to
ISI. In this capacity, GE Investments 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 GE Investments, 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 sale of securities; and

(e)  to place orders and negotiate the commissions (if any) for the execution of
     transactions  in  securities  or other assets with or through such brokers,
     dealers, underwriters or issuers as GE Investments may select in accordance
     with the specific  authority  granted to both ISI and GE Investments  under
     the terms of the  Advisory  Agreement  with  respect  to the  placement  of
     brokerage.

2.  OBLIGATIONS  OF ISI.  ISI shall have the  following  obligations  under this
Agreement:

(a)  to  keep  GE  Investments   continuously  and  fully  informed  as  to  the
     composition of the Portfolio's  investment  portfolio and the nature of the
     Portfolio's assets and liabilities from time to time;



                                       -1-



<PAGE>



(b)  to furnish GE Investments 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 GE Investments  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 GE Investments  may  reasonably  request to enable it to
     perform its functions under this Agreement; and

(d)  to compensate GE  Investments  for its services under this Agreement by the
     payment of fees equal to (i) 45% 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 with respect to the amount of
     Portfolio  assets managed by GE Investments  during such period,  less (ii)
     45% of any  amount  reimbursed  to the  Portfolio  by ISI  pursuant  to the
     provisions  of  Section 8 of the  Advisory  Agreement  with  respect to the
     amount of Portfolio assets managed by GE Investments during such 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 GE Investments  hereunder  shall be payable upon receipt by
     ISI from the  Portfolio  of fees  payable  to ISI  under  Section  6 of the
     Advisory  Agreement.  Any amount borne by GE  Investments  pursuant to (ii)
     above  in  this  paragraph  constitutes  an  agreement  between  ISI and GE
     Investments only for the first twelve months following  commencement of the
     Portfolio's  investment  operations.  The  fee  payable  to GE  Investments
     pursuant  to  this  paragraph  will  not be  waived  by GE  Investments  or
     otherwise  reduced by any waiver or expense  limitation  affecting  the fee
     that is  payable  to ISI under  the  Advisory  Agreement,  except as may be
     mutually  agreed to by GE Investments  and ISI. In no event will any amount
     to be borne by GE  Investments  pursuant  to (ii) above or pursuant to such
     further mutual  agreement  between GE Investments and ISI exceed the amount
     of fee payable to GE Investments pursuant to (i) above in this paragraph.

3.  ALLOCATION  OF  TRANSACTIONS.  On occasions  when GE  Investments  deems the
purchase or sale of a security to be in the best  interests of the  Portfolio as
well as other clients of GE Investments, GE Investments, to the extent permitted
by applicable  laws and  regulations,  may, but shall be under no obligation to,
aggregate  the  securities  to be  purchased or sold to attempt to obtain a more
favorable price or lower brokerage commissions and efficient execution.  In such
event,  allocation  of the  securities  so  purchased  or  sold,  as well as the
expenses  incurred in the  transaction,  will be made by GE  Investments  in the
manner GE Investments considers to be the most equitable and consistent with its
fiduciary obligations to the Portfolio and to its other clients.

4. TREATMENT OF INVESTMENT ADVICE. GE Investments shall supervise and direct the
investment of Portfolio  assets managed by it as set forth above 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;  provided,  however,  that ISI may  direct  GE
Investments to furnish its investment  information,  advice and  recommendations
directly to ISI or to the officers or Trustees of the Fund.

5. SERVICES TO OTHER CLIENTS. Nothing contained in this Agreement shall limit or
restrict (i) the freedom of GE Investments, or any affiliated person thereof, to
render investment advisory,  management and corporate administrative services to
any other  investment  companies,  to act as an investment  adviser,  investment
manager or investment counselor to any other persons, firms or corporations,  or
to engage in any other business  activities,  or (ii) the right of any director,
officer or employee of GE  Investments,  who may also be a director,  officer or
employee  of the Fund,  to engage in any other  business or to devote his or her
time and  attention  in part to the  management  or other  aspects  of any other
business, whether of a similar nature or a dissimilar nature.

6. REPRESENTATIONS AND WARRANTIES OF GE INVESTMENTS.  GE Investments represents,
warrants  and  agrees  as  follows:  GE  Investments  (i)  is  registered  as an
investment adviser under the Investment Advisers Act of 1940 ("Advisers Act")


                                       -2-



<PAGE>



and will continue to be so registered for so long as this  Agreement  remains in
effect;  (ii)  is not  prohibited  by the  1940  Act or the  Advisers  Act  from
performing the services contemplated by this Agreement;  (iii) has met, and will
seek to continue to meet for so long as this  Agreement  remains in effect,  any
other applicable federal or state requirements,  or the applicable  requirements
of any  regulatory or industry  self-regulatory  agency,  necessary to be met in
order to perform  the  services  contemplated  by this  Agreement;  (iv) has the
authority to enter into and perform the services contemplated by this Agreement;
and (v) will  promptly  notify  ISI of the  occurrence  of any event  that would
disqualify GE Investments from serving as an investment adviser of an investment
company pursuant to Section 9(a) of the 1940 Act or otherwise.

7. REPRESENTATIONS AND WARRANTIES OF ISI. ISI represents, warrants and agrees as
follows:  ISI (i) is registered as an investment  adviser under the Advisers Act
and will continue to be so registered for so long as this  Agreement  remains in
effect;  (ii)  is not  prohibited  by the  1940  Act or the  Advisers  Act  from
performing the services  contemplated by the Advisory Agreement;  (iii) has met,
and will  seek to  continue  to meet for so long as this  Agreement  remains  in
effect,  any other applicable federal or state  requirements,  or the applicable
requirements of any regulatory or industry  self-regulatory agency, necessary to
be met in order to perform the services  contemplated by the Advisory Agreement;
(iv) has the  authority to enter into and perform the services  contemplated  by
the Advisory  Agreement and has the authority to enter into this Agreement;  (v)
will promptly  notify GE  Investments  of the occurrence of any event that would
disqualify  ISI from serving as an investment  adviser of an investment  company
pursuant to Section 9(a) of the 1940 Act or  otherwise;  and (vi) will notify GE
Investments, to the extent possible, within a reasonable period of time prior to
any  termination  of this  Agreement  pursuant to Section 10 which arises from a
termination of the Advisory  Agreement  (including any termination by assignment
resulting from a foreseeable change in control of ISI that is a matter of public
information).

8.  PURCHASES BY AFFILIATES.  Neither GE Investments  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 GE  Investments  (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.

9.  LIABILITY  OF  GE  INVESTMENTS.  GE  Investments  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 GE Investments  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.  ISI agrees to indemnify GE
Investments,  its officers and directors,  and any person who controls it within
the meaning of Section 15 of the  Securities  Act of 1933, as amended (the "1933
Act") for any loss or expense  (including  attorneys'  fees)  arising out of any
claim, demand, action or suit in the event that GE Investments has been found to
be without  fault and ISI or any person who  controls  ISI within the meaning of
Section 15 of the 1933 Act has been found at fault (i) by the final  judgment of
a court of  competent  jurisdiction  or (ii) in any order of  settlement  of any
claim,  demand,  action or suit that has been approved by the Board of Directors
of ISI or such other controlling person. GE Investments agrees to indemnify ISI,
its officers and trustees, and any person who controls ISI within the meaning of
Section 15 of the 1933 Act for any loss or expense  (including  attorneys' fees)
arising out of any claim, demand,  action or suit in the event that ISI has been
found to be without  fault and GE  Investments  or any person  who  controls  GE
Investments  within the  meaning of Section 15 of the 1933 Act has been found at
fault (i) by the final judgment of a court of competent  jurisdiction or (ii) in
any  order of  settlement  of any  claim,  demand,  action or suit that has been
approved by the Board of Directors of GE Investments  or such other  controlling
person.

10.  COMPLIANCE  WITH  LAWS.  GE  Investments  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, GE Investments will act in conformity with
the Fund's  Declaration of Trust,  Bylaws,  and current  registration  statement
applicable to the Portfolio as it may be supplemented from time to time 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.


                                       -3-



<PAGE>


11.  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 GE  Investments  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 GE  Investments  by giving 60 days' written  notice of
such  termination to the Fund and ISI at their  respective  principal  places of
business.

12. 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.

13. 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).

14. AMENDMENTS. This Agreement may be amended by an instrument in writing signed
by the party against which  enforcement of the amendment is sought. No amendment
shall be effective until it is approved 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 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.

15. 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:                          GE INVESTMENT MANAGEMENT INCORPORATED.


/S/                              BY:  /S/
                                      Michael J. Cosgrove
Assistant Secretary                   Executive Vice President



ATTEST:                          INTERSECURITIES, INC.


/S/                              BY:  /S/
William H. Geiger                     G. John Hurley
Secretary                             President and Chief Executive Officer



                                       -4-





                                IDEX SERIES FUND
                ON BEHALF OF IDEX INTERNATIONAL EQUITY PORTFOLIO

                          INVESTMENT COUNSEL AGREEMENT

This Agreement is entered into as of February 1, 1997, between  INTERSECURITIES,
INC.,  a  Delaware  corporation  (referred  to  herein as  "ISI")  and  SCOTTISH
EQUITABLE INVESTMENT MANAGEMENT LIMITED, a corporation incorporated in Scotland,
United Kingdom (referred to herein as "Scottish Equitable").

WHEREAS,  ISI  entered  into a  Management  and  Investment  Advisory  Agreement
(referred to herein as the "Advisory Agreement"),  dated as of February 1, 1997,
with IDEX Series Fund, a Massachusetts business trust (referred to herein as the
"Fund") on behalf of the IDEX Series Fund  International  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 Scottish Equitable
and GE Investment Management  Incorporated,  a Delaware corporation (referred to
herein as "GE Investments") as co-sub-advisers 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,   ISI  has  entered  into  an  Investment  Counsel  Agreement  with  GE
Investments regarding the services to be provided by GE Investments on behalf of
the Portfolio,  the terms of which are identical to the terms of this Agreement;
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 Scottish
Equitable 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 SCOTTISH  EQUITABLE.  Scottish  Equitable shall act as investment
counsel to ISI. In this capacity,  Scottish  Equitable  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 Scottish Equitable, 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 sale of securities; and

(e)  to place orders and negotiate the commissions (if any) for the execution of
     transactions  in  securities  or other assets with or through such brokers,
     dealers,  underwriters  or  issuers  as  Scottish  Equitable  may select in
     accordance  with the  specific  authority  granted to both ISI and Scottish
     Equitable  under the terms of the  Advisory  Agreement  with respect to the
     placement of brokerage.

2.  OBLIGATIONS  OF ISI.  ISI shall have the  following  obligations  under this
Agreement:

(a)  to keep  Scottish  Equitable  continuously  and  fully  informed  as to the
     composition of the Portfolio's  investment  portfolio and the nature of the
     Portfolio's assets and liabilities from time to time;


                                       -1-



<PAGE>



(b)  to  furnish  Scottish  Equitable  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  Scottish  Equitable  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 Scottish Equitable may reasonably request to enable it to
     perform its functions under this Agreement; and

(d)  to compensate  Scottish  Equitable for its services under this Agreement by
     the payment of fees equal to (i) 45% 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 with respect to the amount of
     Portfolio  assets managed by Scottish  Equitable  during such period,  less
     (ii) 45% of any amount  reimbursed  to the Portfolio by ISI pursuant to the
     provisions  of  Section 8 of the  Advisory  Agreement  with  respect to the
     amount of  Portfolio  assets  managed by  Scottish  Equitable  during  such
     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 Scottish Equitable  hereunder shall be payable upon receipt
     by ISI from the  Portfolio  of fees  payable to ISI under  Section 6 of the
     Advisory Agreement. Any amount borne by Scottish Equitable pursuant to (ii)
     above in this paragraph  constitutes an agreement  between ISI and Scottish
     Equitable only for the first twelve months  following  commencement  of the
     Portfolio's  investment  operations.  The fee payable to Scottish Equitable
     pursuant  to this  paragraph  will not be waived by Scottish  Equitable  or
     otherwise  reduced by any waiver or expense  limitation  affecting  the fee
     that is  payable  to ISI under  the  Advisory  Agreement,  except as may be
     mutually  agreed to by  Scottish  Equitable  and ISI.  In no event will any
     amount to be borne by Scottish Equitable pursuant to (ii) above or pursuant
     to such further mutual agreement between Scottish  Equitable and ISI exceed
     the amount of fee  payable to Scottish  Equitable  pursuant to (i) above in
     this paragraph.

3. ALLOCATION OF  TRANSACTIONS.  On occasions when Scottish  Equitable deems the
purchase or sale of a security to be in the best  interests of the  Portfolio as
well as other clients of Scottish Equitable,  Scottish Equitable,  to the extent
permitted  by  applicable  laws  and  regulations,  may,  but  shall be under no
obligation  to,  aggregate the  securities to be purchased or sold to attempt to
obtain a more  favorable  price or lower  brokerage  commissions  and  efficient
execution.  In such event, allocation of the securities so purchased or sold, as
well as the  expenses  incurred  in the  transaction,  will be made by  Scottish
Equitable in the manner  Scottish  Equitable  considers to be the most equitable
and consistent with its fiduciary  obligations to the Portfolio and to its other
clients.

4. TREATMENT OF INVESTMENT ADVICE. Scottish Equitable shall supervise and direct
the investment of Portfolio  assets managed by it as set forth above  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;  provided, however, that ISI may direct Scottish
Equitable  to furnish its  investment  information,  advice and  recommendations
directly to ISI or to the officers or Trustees of the Fund.

5. SERVICES TO OTHER CLIENTS. Nothing contained in this Agreement shall limit or
restrict  (i) the  freedom  of  Scottish  Equitable,  or any  affiliated  person
thereof, to render investment advisory,  management and corporate administrative
services to any other  investment  companies,  to act as an investment  adviser,
investment  manager  or  investment  counselor  to any other  persons,  firms or
corporations,  or to engage in any other business activities,  or (ii) the right
of any director,  officer or employee of Scottish  Equitable,  who may also be a
director, officer or employee of the Fund, to engage in any other business or to
devote his or her time and attention in part to the  management or other aspects
of any other business, whether of a similar nature or a dissimilar nature.

6.  REPRESENTATIONS  AND WARRANTIES OF SCOTTISH  EQUITABLE.  Scottish  Equitable
represents, warrants and agrees as


                                       -2-



<PAGE>



follows: Scottish Equitable (i) is registered as an investment adviser under the
Investment  Advisers  Act of 1940  ("Advisers  Act") and will  continue to be so
registered  for so  long  as  this  Agreement  remains  in  effect;  (ii) is not
prohibited  by the 1940 Act or the  Advisers  Act from  performing  the services
contemplated by this Agreement; (iii) has met, and will seek to continue to meet
for so long as this Agreement remains in effect, any other applicable federal or
state requirements, or the applicable requirements of any regulatory or industry
self-regulatory  agency,  necessary  to be met in order to perform the  services
contemplated by this Agreement; (iv) has the authority to enter into and perform
the services contemplated by this Agreement; and (v) will promptly notify ISI of
the  occurrence  of any event  that would  disqualify  Scottish  Equitable  from
serving as an investment  adviser of an investment  company  pursuant to Section
9(a) of the 1940 Act or otherwise.

7. REPRESENTATIONS AND WARRANTIES OF ISI. ISI represents, warrants and agrees as
follows:  ISI (i) is registered as an investment  adviser under the Advisers Act
and will continue to be so registered for so long as this  Agreement  remains in
effect;  (ii)  is not  prohibited  by the  1940  Act or the  Advisers  Act  from
performing the services  contemplated by the Advisory Agreement;  (iii) has met,
and will  seek to  continue  to meet for so long as this  Agreement  remains  in
effect,  any other applicable federal or state  requirements,  or the applicable
requirements of any regulatory or industry  self-regulatory agency, necessary to
be met in order to perform the services  contemplated by the Advisory Agreement;
(iv) has the  authority to enter into and perform the services  contemplated  by
the Advisory  Agreement and has the authority to enter into this Agreement;  (v)
will  promptly  notify  Scottish  Equitable of the  occurrence of any event that
would  disqualify  ISI from serving as an  investment  adviser of an  investment
company  pursuant to Section  9(a) of the 1940 Act or  otherwise;  and (vi) will
notify Scottish Equitable, to the extent possible, within a reasonable period of
time prior to any  termination  of this  Agreement  pursuant to Section 10 which
arises from a termination of the Advisory  Agreement  (including any termination
by assignment  resulting  from a foreseeable  change in control of ISI that is a
matter of public information).

8. PURCHASES BY AFFILIATES.  Neither Scottish  Equitable 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 Scottish  Equitable
(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.

9. LIABILITY OF SCOTTISH  EQUITABLE.  Scottish Equitable 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 Scottish  Equitable
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.  ISI agrees to indemnify
Scottish Equitable,  its officers and directors,  and any person who controls it
within the meaning of Section 15 of the  Securities Act of 1933, as amended (the
"1933 Act") for any loss or expense  (including  attorneys' fees) arising out of
any claim, demand,  action or suit in the event that Scottish Equitable has been
found to be  without  fault and ISI or any person  who  controls  ISI within the
meaning  of  Section 15 of the 1933 Act has been found at fault (i) by the final
judgment of a court of competent jurisdiction or (ii) in any order of settlement
of any  claim,  demand,  action or suit that has been  approved  by the Board of
Directors of ISI or such other controlling person.  Scottish Equitable agrees to
indemnify ISI, its officers and trustees, and any person who controls ISI within
the  meaning of  Section  15 of the 1933 Act for any loss or expense  (including
attorneys' fees) arising out of any claim,  demand,  action or suit in the event
that ISI has been found to be without fault and Scottish Equitable or any person
who controls Scottish Equitable within the meaning of Section 15 of the 1933 Act
has been  found at  fault  (i) by the  final  judgment  of a court of  competent
jurisdiction or (ii) in any order of settlement of any claim, demand,  action or
suit that has been  approved by the Board of Directors of Scottish  Equitable or
such other controlling person.

10.  COMPLIANCE WITH LAWS.  Scottish  Equitable  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


                                       -3-



<PAGE>



the  performance of this  Agreement,  Scottish  Equitable will act in conformity
with the Fund's Declaration of Trust, Bylaws, and current registration statement
applicable to the Portfolio as it may be supplemented from time to time 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.

11.  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 Scottish  Equitable 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 Scottish  Equitable by giving 60 days' written  notice
of such termination to the Fund and ISI at their respective  principal places of
business.

12. 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.

13. 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).

14. AMENDMENTS. This Agreement may be amended by an instrument in writing signed
by the party against which  enforcement of the amendment is sought. No amendment
shall be effective until it is approved 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 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.

15. 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:                                 SCOTTISH EQUITABLE INVESTMENT 
                                        MANAGEMENT LIMITED


/S/                                        /S/
                                        BY:
Secretary                               Title:



ATTEST:                                 INTERSECURITIES, INC.



/S/                                     BY:/S/
William H. Geiger                          G. John Hurley
Secretary                                  President and Chief Executive Officer




                                                                -4-



<PAGE>



           INVESTMENT COUNSEL AGREEMENT BETWEEN INTERSECURITIES, INC.
                                       AND
                SCOTTISH EQUITABLE INVESTMENT MANAGEMENT LIMITED


ADDITIONAL INFORMATION

CONTENTS OF TERMS OF BUSINESS LETTER

1. InterSecurities, Inc. ("ISI") is a non-private customer.

2. Scottish Equitable Investment Management Limited ("Scottish  Equitable") is a
member of IMRO and is  regulated  in the conduct of its  investment  business by
IMRO.

3. The  Investment  Counsel  Agreement sets out the nature of the services which
Scottish Equitable will provide.

4.  Clause  2 of  the  Investment  Counsel  Agreement  sets  out  the  basis  of
remuneration to be paid to Scottish Equitable.

5. The preamble and Clause 9 of the Investment Counsel Agreement specify how the
agreement is to enter into force.

6. Clause 7 of the Investment Counsel Agreement  specifies how the agreement may
be terminated.  Any termination  will be without  prejudice to the completion of
advice  for  transactions  already  initiated.  In respect  of  transactions  in
progress at the date of termination,  Scottish Equitable shall take all steps to
effect the  satisfactory  conclusion to such  transactions and ISI undertakes to
pay  reasonable  fees and  expenses in  connection  with  Scottish  Equitable so
acting.  Termination  will not affect any rights intended to survive and will be
without  penalty,  as  provided  for  in  Clause  7 of  the  Investment  Counsel
Agreement.

7. In respect of any  complaints  arising in respect of the duties to be carried
out by Scottish Equitable, ISI should,  initially,  give written notification to
Scottish Equitable with a copy to the Compliance Manager C/o Scottish Equitable.

ISI should note that it also has a right of complaint  direct to the  Investment
Ombudsman.

8. Scottish Equitable is not granted authority to hold client money.

9.  Scottish  Equitable  may from time to time  advise on  Contingent  Liability
Transactions,  on the basis of the  provisions  governing the  investment of the
Portfolio applicable from time to time.




                                       -5-



<PAGE>


                                GLOSSARY OF TERMS


"Contingent  Liability  Transactions" means a derivatives  transaction under the
terms of which there may be a liability  to make  further  payments  (other than
charges,  and whether or not secured by margin) when the transaction fails to be
completed or upon the earlier closing out of the position.

"Investment Ombudsman" means the person appointed by IMRO for the purpose of the
ombudsman  memorandum to consider  complaints  through  investigation and, where
appropriate, adjudication.











                                       -6-






                                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/                                         /S/
Mary Gene Sloven                     BY:    David A. Polak, CFA
Secretary                            Title: President


ATTEST:                              INTERSECURITIES, INC.


/S/                                  BY: /S/
William H. Geiger                        G. John Hurley
Secretary                                President and Chief Executive Officer






                                       -3-




                                IDEX SERIES FUND
                         (FORMERLY IDEX II SERIES FUND)
                             UNDERWRITING AGREEMENT

     This  Agreement is entered into as of  September  30, 1994,  by and between
IDEX  Series  Fund  ,  a   Massachusetts   business  trust  (the  "Fund"),   and
InterSecurities,  Inc. (formerly known as Idex  Distributors,  Inc.), a Delaware
corporation (the "Distributor").

     Whereas,  the Fund is registered under the Investment  Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company;

     Whereas,  the Distributor has served as principal  underwriter for the Fund
since its inception;

     Whereas,  the Fund was formerly  known as "Idex II" and the Fund  consisted
of,  and  offered  for  public  sale,  only one  series of shares of  beneficial
interest corresponding to one portfolio;

     Whereas, the Fund's Declaration of Trust was amended under a Restatement of
Declaration of Trust dated August 30, 1991 to provide for more than one distinct
series of shares of beneficial interest and for classes of shares;

     Whereas,  the Fund currently offers for public sale more than one series of
its shares,  for each of which series the  Distributor  serves as the  principal
underwriter under an Underwriting Agreement dated April 22, 1993;

     1. APPOINTMENT AND AUTHORITY OF AGENT. The Fund appoints the Distributor as
its  principal  underwriter,  to sell shares of the Fund's  beneficial  interest
during  the term of this  Agreement.  While  this  Agreement  is in  force,  the
Distributor  agrees to use its best efforts to find purchasers for shares of the
Fund.  The  Distributor  shall sell, as agent on behalf of the Fund,  the shares
needed,  but not more than the shares  needed  (except for  clerical  errors and
errors  of  transmission),   to  fill  unconditional   orders  placed  with  the
Distributor,  and the price which the Fund shall receive for shares so purchased
shall be the net asset value used in  determining  the public  offering price on
which  such  orders  were  based.  (The term "net  asset  value" as used in this
Agreement shall have the meaning assigned to it in the Fund's Bylaws, as amended
from time to time).

     The Distributor  shall notify the Custodian of the Fund, at the end of each
business day, or as soon  thereafter as the orders placed with it in such period
have been  compiled,  of the number of shares and the prices  thereof  which the
Distributor shall have sold on behalf of the Fund. The Distributor shall use its
best  efforts  to  cause  the sums due for  shares  ordered  from the Fund to be
collected or to be advanced to the Fund on behalf of the purchasers on or before
the seventh  business day  (excluding  Saturdays)  after the shares have been so
ordered.

     The agency of the Distributor shall be exclusive,  except that it shall not
apply to (1) shares issued in connection with the merger or consolidation of any
other investment company or entity with the Fund or the non-taxable acquisition,
by purchase or  otherwise,  of all (or  substantially  all) of the assets or the
outstanding  shares of any  company  by the  Fund,  or (2)  shares  which may be
offered  by the Fund to its  shareholders  for  reinvestment  of  dividends  and
capital gains  distributions,  whether  declared in cash or in shares or cash at
the option of the shareholder.

     The Fund may  suspend  the sale of its  shares at any time by notice to the
Distributor  for  such  period  of  time as the  Fund  deems  desirable.  Such a
suspension of sale shall not effect a termination of this Agreement.

     2.  TERMS  OF  SALE OF  SHARES.  The  Fund's  shares  shall  be sold by the
Distributor  as agent on behalf of the Fund to dealers  having sales  agreements
with the Distributor  and to investors upon the terms and conditions  (including
minimum purchase  requirements) set forth in the current prospectus  relating to
the Fund's shares and (to the extent not inconsistent with said prospectus) upon
the following terms and conditions:



                                      -1 -



<PAGE>



          a. PUBLIC OFFERING PRICE.  The public offering price,  which means the
     price per share at which the Distributor or a dealer purchasing shares from
     the Fund may sell shares to the  public,  shall be based upon the per share
     net asset value  determined  as of the time  specified  in the then current
     prospectus  relating to the Fund's shares.  The public offering price shall
     not  exceed  the per  share  net  asset  value on the  basis  of which  the
     applicable  public  offering  price is  determined  plus a sales  charge as
     described in the then  current  prospectus  relating to the Fund's  shares,
     which  shall not  exceed  8.5% of the  public  offering  price.  The public
     offering price shall be adjusted to the nearer cent. The Distributor  shall
     fix, in its agreements with dealers,  the portion of the sales charge which
     may be reallowed to the dealers on the purchase of shares from the Fund.

          b.  DETERMINATION OF NET ASSET VALUE. The Fund shall determine the net
     asset  value of the shares of the Fund (or cause such net asset value to be
     determined) as of the close of the New York Stock Exchange on each business
     day on which said Exchange is open, in accordance with the method set forth
     in the Bylaws. Upon due notice to the Distributor, the Fund may also employ
     other  methods or times in  calculation  of net asset value,  to the extent
     authorized by its Bylaws and consistent  with  applicable  federal laws and
     rules of the National  Association  of  Securities  Dealers,  Inc. The Fund
     shall  also  have the  right to  suspend  the  sale of its  shares  and the
     calculation of net asset value if, because of some extraordinary condition,
     the New York Stock  Exchange  shall be closed,  or if, in the judgment of a
     majority  of the  members  of the Board of  Trustees  of the  Fund,  or its
     Executive  Committee,  conditions  existing  during  the  hours  when  said
     Exchange is open render such action advisable.

          c. CONFIRMATIONS. The Distributor shall issue and deliver on behalf of
     the  Fund  or  cause  to be  issued  and  delivered  all  confirmations  of
     transactions effected hereunder for the account of the Fund.

     3. NECESSARY  ACTION.  The Fund agrees that it will, from time to time, but
subject to any  necessary  approval of its  shareholders,  take all  appropriate
action fixing the number of its authorized  shares,  and such other steps as may
be necessary to register the same under the  Securities  Act of 1933, to the end
that there will be available  for sale such number of shares as the  Distributor
may reasonably be expected to sell.  The Fund plans to discontinue  sales of its
shares  except to  existing  shareholders  when it reaches  $500,000,000  in net
assets.

     4. INDEMNITY OF FUND BY  DISTRIBUTOR.  The  Distributor  will indemnify and
hold harmles the Fund and each of its officers and trustees and each person,  if
any, who  controls  the Fund within the meaning of Section 15 of the  Securities
Act of 1933, against any loss,  liability,  damage, claim, or expense (including
the reasonable cost of investigating  or defending any alleged loss,  liability,
damage,  claim or expense and  reasonable  counsel fees  incurred in  connection
therewith),  arising by reason of or in connection with any person acquiring any
shares of the Fund,  which may be based upon the  Securities  Act of 1933 or any
other  statute or on the common  law,  on  account  of any  wrongful  act of the
Distributor  or any of its  employees  or on the  ground  that the  registration
statement or prospectus, as from time to time amended and supplemented, includes
an  untrue  statement  of a  material  fact or omits to  state a  material  fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein not  misleading,  insofar as any such  statement or omission was made in
reliance  upon,  and in conformity  with,  information  furnished to the Fund in
connection therewith by or on behalf of the Distributor, provided, however, that
in no case shall (1) the  indemnity  of the  Distributor  in favor of any person
indemnified  be  deemed  to  protect  the Fund or any such  person  against  any
liability  to which the Fund or any such person  would  otherwise  be subject by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of its (or his) duties or by reason of its (or his)  reckless  disregard  of its
(or his) obligations and duties under this Agreement,  or (2) the Distributor be
liable under its indemnity agreement contained in this paragraph with respect to
any claim made  against  the Fund or any person  indemnified  unless the Fund or
such person,  as the case may be, shall have notified the Distributor in writing
within a reasonable  time after the summons or first legal process giving notice
of the claim  shall have been served upon the Fund or upon such person (or after
the Fund or such  person  shall  have  received  notice of such  service  on any
designated agent), but failure to notify the Distributor of any such claim shall
not  relieve it from any  liability  which it may have to the Fund or any person
against whom such action is brought  otherwise  than on account of its indemnity
agreement  contained  in this  paragraph.  In the case of any such notice to the
Distributor,  it shall be entitled to  participate,  at its own expense,  in the
defense  or, if it so  elects,  to assume  the  defense  of any suit  brought to
enforce  any such  liability,  but,  if the  Distributor  elects to  assume  the
defense,   such  defense  shall  be  conducted  by  counsel  chosen  by  it  and
satisfactory to the Fund, and to those of its officers, trustees,


                                      -2 -



<PAGE>



or  controlling  persons who are  defendants  in the suit. In the event that the
Distributor  elects to assume  the  defense  of any such  suit and  retain  such
counsel, the Fund and those of its officers, trustees or controlling persons who
are  defendants  in the suit shall bear the fees and expenses of any  additional
counsel  retained by them, but, in case the Distributor does not elect to assume
the defense of any such suit, it shall  reimburse them for the  reasonable  fees
and  expenses of any counsel so retained by them.  The Fund agrees to notify the
Distributor  promptly  of the  commencement  of any  litigation  or  proceedings
against it in connection with the issue and sale of any of the shares.

     5.  INDEMNITY OF  DISTRIBUTOR  BY FUND.  The Fund will  indemnify  and hold
harmless the Distributor and each of its officers and directors and each person,
if any,  who controls  the  Distributor  within the meaning of Section 15 of the
Securities  Act of 1933 against any loss,  liability,  claim,  damage or expense
(including the reasonable cost of  investigating  or defending any alleged loss,
liability,  claim,  damage or expense and  reasonable  counsel fees  incurred in
connection  therewith),  arising by reason of or in  connection  with any person
acquiring any of its shares which may be based upon the  Securities  Act of 1933
or on  any  other  statute  or on  the  common  law,  on  the  ground  that  the
registration  statement  or  prospectus,  as  from  time  to  time  amended  and
supplemented,  includes an untrue statement of a material fact or omits to state
a material fact required to be stated  therein or necessary in order to make the
statement therein not misleading,  unless such statement or omission was made in
reliance  upon,  and in conformity  with,  information  furnished to the Fund in
connection therewith by or on behalf of the Distributor; provided, however, that
in no case shall (1) the indemnity of the Fund in favor of the  Distributor  and
any such  controlling  person be deemed to protect the  Distributor  or any such
controlling  person against any liability to which the  Distributor (or any such
controlling  person)  would  otherwise  be  subject  by  reason  of its  willful
misfeasance,  bad faith,  gross  negligence in the  performance  of its (or his)
duties  or by  reason  of its  (or  his)  reckless  disregard  of its  (or  his)
obligations and duties under this Agreement, or (2) the Fund be liable under its
indemnity  agreement  contained in this paragraph with respect to any claim made
against the Distributor (or any such controlling  person) unless the Distributor
or such controlling  person, as the case may be, shall have notified the Fund in
writing within a reasonable time after the summons or first legal process giving
notice of the claim  shall have been served  upon the  Distributor  or upon such
controlling  person (or after such Distributor or controlling  person shall have
received notice of such service on any designated  agent), but failure to notify
the Fund of any such claim shall not relieve it from any liability  which it may
have to the person against whom such action is brought otherwise than on account
of its  indemnity  agreement  contained  in this  paragraph.  The  Fund  will be
entitled to  participate  at its own expense in the defense or, if it so elects,
to assume the defense of any suit brought to enforce any such liability, but, if
the Fund  elects to assume the  defense,  such  defense  shall be  conducted  by
counsel chosen by it and  satisfactory to the Distributor and to the controlling
persons who are  defendants  in the suit. In the event the Fund elects to assume
the defense of any such suit and retain such counsel, the Distributor or persons
who are  defendants  in the  suit  shall  bear  the  fees  and  expenses  of any
additional  counsel  retained  by them,  but, in case the Fund does not elect to
assume the defense of any such suit, it will  reimburse  them for the reasonable
fees and expenses of any counsel so retained by them. The Distributor  agrees to
notify the Fund promptly of the  commencement  of any  litigation or proceedings
against it or any of its officers or directors in  connection  with the issuance
or sale of any of the shares.

     6. COMPLIANCE WITH SECURITIES LAWS. The Distributor,  in selling the shares
of the Fund,  will in all respects  duly conform with all federal and state laws
relating to the sale of such securities.

     7. AUTHORIZED REPRESENTATIONS.  Neither the Distributor, any dealer nor any
other person is  authorized by the Fund to give any  information  or to make any
representations,  other than those  contained in the  registration  statement or
prospectus  filed  with  the  Securities  and  Exchange   Commission  under  the
Securities  Act  of  1933,  as  amended  (as  said  registration  statement  and
prospectus  may be  amended or  supplemented  from time to time),  covering  the
shares of the Fund, or in such other sales  literature as the Fund may expressly
authorize the  Distributor to use. No dealer (except the  Distributor  acting as
agent of the Fund for the account of the Fund) is authorized to act as agent for
the Fund in  connection  with the  offering or sale of shares of the Fund to the
public or otherwise.

     8. COSTS TO BE INCURRED BY  DISTRIBUTOR.  In addition to the expenses which
the  Distributor  may incur in the  performance of its own functions  under this
Agreement,  and the expenses which it may expressly undertake to pay under other
agreements with the Fund or otherwise, the Distributor will pay:



                                     - 3 -



<PAGE>



          (a) the expenses of printing and distributing  prospectuses to persons
     other than shareholders and state and federal agencies; and

          (b) preparing,  printing and  distributing  all other sales literature
     used by the  Distributor  or by  dealers,  (including  copies of the Fund's
     reports to shareholders or federal or state regulatory agencies, other than
     those sent to shareholders or federal or state regulatory  agencies,  which
     the Fund may permit to be used as sales  literature) in connection with the
     offering of Fund shares for sale to the public; and

          (c) any expenses of advertising in connection with such offering.

     The Fund will pay all of its own  expenses,  except as  expressly  provided
herein or in any other  agreements  which the Fund may have with the Distributor
or any other person.

     9. VOLUNTARY REPURCHASE OF SHARES BY THE FUND. The Fund reserves the right,
by resolution of its Board of Trustees, to authorize and require the Distributor
to  repurchase,  upon  prices,  terms  and  conditions  to be set  forth in such
resolution, as agent of the Fund and for its account, such shares of the Fund as
may be offered for voluntary repurchase by the Fund from time to time.

     10. LONG OR SHORT POSITIONS.  The Distributor  agrees that it will not take
any long or short  positions  in the  shares of the Fund  except  to the  extent
contemplated by paragraphs 1 and 9 above, and that, so far as it can control the
situation,  it will  prevent any  officer or director of (or person  financially
interested  in) the  Distributor  from taking any long or short  position in the
shares of the Fund,  except as permitted by the Declaration of Trust of the Fund
and by those portions of its Bylaws which are not subject to amendment except by
the shareholders of the Fund.

     11.  AMENDMENTS.  This Agreement may be  supplemented  or amended by mutual
consent of the parties,  provided  that no  amendment  hereto shall be effective
unless approved by a majority of the trustees of the Fund who are not interested
persons (as that term is defined in Section  2(a)(19) of the Investment  Company
Act of 1940, as amended) of the Distributor,  cast in person at a meeting called
for the purpose of voting on such approval. If, at any time during the existence
of this  Agreement,  the Fund shall in good faith deem it necessary or advisable
in the best interest of the Fund that any amendment of this Agreement be made in
order to comply with the  recommendations  or requirements of the Securities and
Exchange  Commission  or other  governmental  authority  or to obtain any proper
advantage  under federal or state tax laws, and shall notify the  Distributor of
the form of amendment  which it deems  necessary  or  advisable  and the reasons
therefor, and, if the Distributor declines to assent to such amendment, the Fund
may terminate this Agreement  immediately,  upon written notice. If, at any time
during the existence of this  Agreement,  upon request by the  Distributor,  the
Fund  fails  (after a  reasonable  time) to make any  changes  in its  governing
instruments, or in its methods of doing business, which are in good faith deemed
by the  Distributor  to be  necessary in order to comply with federal law or the
lawful requirements of the Securities and Exchange Commission or of the National
Association of Securities  Dealers,  Inc.  relating to the sale of the shares of
the Fund, the Distributor may terminate this Agreement immediately, upon written
notice.

     12.  COMPENSATION.  As  compensation  for the  services  performed  and the
expenses  assumed by the Distributor  under this Agreement,  including,  but not
limited  to,   remuneration  to  the   Distributor's   employees  and  to  other
broker/dealers  on the  basis  of  sales  of  shares,  the  Fund  shall  pay the
Distributor a  distribution  service fee of .25% of the average daily net assets
of the Fund. Such payments have been authorized by the Fund in its  Distribution
Plan  adopted  pursuant to Rule 12b-1 under the  Investment  Company Act of 1940
("Distribution  Plan") and will be limited in  accordance  with the terms of the
Distribution  Plan.  Additional  payments  to the  Distributor  from the  Fund's
investment manager, Idex Management,  Inc. or the Fund's investment sub-adviser,
Janus Capital Corporation may be authorized in accordance with applicable law.

     13. REPORTS. The Distributor shall prepare written reports for the Board of
Trustees  of the  Fund  on a  quarterly  basis  showing  information  concerning
services provided and expenses incurred which are related to this


                                      - 4 -



<PAGE>



Agreement  and such other  information  as from time to time shall be reasonably
requested by the Fund's Board of Trustees.

     14. TERM. This Agreement shall continue in effect unless sooner  terminated
in  accordance  with its  terms  for one year  from the date  hereof  and  shall
continue in effect from year to year thereafter only so long as such continuance
is specifically  approved at least annually by the Board of Trustees of the Fund
or by the affirmative vote of a majority of the outstanding voting securities of
the Fund (as that  phrase is  defined  in  Section  2(a)(42)  of the  Investment
Company Act of 1940,  as  amended);  provided  that no renewal  hereof  shall be
effective  unless the terms of such renewal have been  approved by the vote of a
majority  of the  Trustees of the Fund who are not  interested  parties (as that
term is defined in Section  2(a)(19) of the  Investment  Company Act of 1940, as
amended) of the Distributor,  cast in person at a meeting called for the purpose
of voting on the approval of the terms of such renewal.  Either party shall have
the right to terminate  this Agreement upon 60 days' written notice given to the
other party.

     15.  ASSIGNMENT.  In the event of the  assignment  (as  defined  in Section
2(a)(4) of the Investment  Company Act of 1940, as amended) of this Agreement by
the Distributor, this Agreement shall automatically terminate.

     16. LIMITATION OF LIABILITY.  A copy of the Fund's  Declaration of Trust is
on file with the Secretary of The Commonwealth of  Massachusetts,  and notice is
hereby  given that this  Agreement  is  executed  on behalf of the  Trustees  as
Trustees of the Fund and not  individually,  and that the obligations under this
Agreement  are not binding  upon any of the  Trustees,  officers,  shareholders,
agents or employees of the Fund  individually,  but binding only upon the assets
and property of the Fund.

     17.  PRIOR  AGREEMENTS.  This  agreement  supersedes  all prior  agreements
between the parties  relating to the subject matter  hereof,  and all such prior
agreements are deemed terminated upon the effectiveness of this agreement.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first appearing above.

ATTEST:                            IDEX SERIES FUND



/S/                                      /S/
                                   By:
Becky A. Ferrell                         G. John Hurley
Secretary                                President and Chief Executive Officer



ATTEST:                            INTERSECURITIES, INC.



/S/                                      /S/
                                   By:
William H. Geiger                        John R. Kenney
 Secretary                               Chairman of the Board






                                      - 5 -



<PAGE>


                             AMENDMENT TO SCHEDULE I
                      OF THE UNDERWRITING AGREEMENT BETWEEN
                   IDEX SERIES FUND AND INTERSECURITIES, INC.

The  following  series and classes of shares are offered for public sale by IDEX
Series Fund:

IDEX Growth Portfolio                 IDEX Balanced Portfolio
      Class A                                   Class A
      Class B                                   Class B
      Class C                                   Class C
IDEX Global Portfolio                 IDEX Capital Appreciation Portfolio
      Class A                                   Class A
      Class B                                   Class B
      Class C                                   Class C
IDEX Flexible Income Portfolio        IDEX Aggressive Growth Portfolio
      Class A                                   Class A
      Class B                                   Class B
      Class C                                   Class C
IDEX Tax-Exempt Portfolio             IDEX Strategic Total Return Portfolio
      Class A                                   Class A
      Class B                                   Class B
      Class C                                   Class C
IDEX Income Plus Portfolio            IDEX Tactical Asset Allocation Portfolio
      Class A                                   Class A
      Class B                                   Class B
      Class C                                   Class C
IDEX C.A.S.E. Portfolio               IDEX International Equity Portfolio
      Class A                                   Class A
      Class B                                   Class B
      Class C                                   Class C
IDEX Value Equity Portfolio
      Class A
      Class B
      Class C

Effective as of February 1, 1997.

ATTEST:                                 IDEX SERIES FUND


/S/                                            /S/
____________________________            By:    ______________________________
Becky A. Ferrell, Secretary                    G. John Hurley, President and
                                               Chief Executive Officer

ATTEST:                                 INTERSECURITIES, INC.


/S/                                            /S/
____________________________            By:    ______________________________
William H. Geiger, Secretary                   Thomas R. Moriarty,
Senior Vice President




                                      - 6 -




                                SERVICE AGREEMENT

     This AGREEMENT is entered into between __________________  ("Servicer") and
InterSecurities, Inc. ("Distributor") (collectively, "Parties"), effective as of
______________, 19__.

     WHEREAS,  Distributor is a broker-dealer registered with the Securities and
Exchange  Commission  ("SEC") under the  Securities  Exchange Act of 1934 ("1934
Act") and a member of the  National  Association  of  Securities  Dealers,  Inc.
("NASD");

     WHEREAS,  Distributor  is the principal  underwriter  for certain  open-end
investment companies registered with the SEC under the Investment Company Act of
1940, as amended  ("1940  Act"),  and which are set forth in Schedule A attached
hereto  ("Funds"),  pursuant to an Underwriting  Agreement between each Fund and
Distributor;

     WHEREAS,  each Fund offers for sale  shares of the Fund,  which may include
shares issued in separate series or classes ("Shares");

     WHEREAS,  certain of the Funds have adopted a plan of distribution pursuant
to Rule 12b-1 under the 1940 Act  ("Plan")  with  respect to Shares and approved
the form of this Agreement pursuant to Rule 12b-1;

     WHEREAS, Servicer desires to make it possible for its customers and clients
("Investors")  to  purchase  Shares  and  to  act as  the  Investors'  agent  in
performing certain  administrative support services in connection with purchases
and  redemptions  of Shares from time to time upon the order and for the account
of the Investors and to provide related  services to the Investors in connection
with investments in the Funds ("Services"); and

     WHEREAS, Distributor desires to retain Servicer to furnish the Services;

     NOW THEREFORE,  in  consideration  of the foregoing and the mutual premises
and  covenants  herein  contained,  which  consideration  is full and  complete,
Distributor and Servicer mutually agree as follows:

     1. APPOINTMENT.  Distributor hereby appoints Servicer to render or cause to
be rendered the Services set forth in Paragraph 2 of this Agreement with respect
to Investors.  Servicer accepts such appointment and, while this Agreement is in
force,  shall render the Services and the  obligations  set forth herein for the
compensation herein provided. Servicer's appointment hereunder is non-exclusive,
and the Parties  recognize and agree that,  from time to time,  Distributor  may
enter into service  agreements with other entities.  Servicer shall prepare such
quarterly reports in connection with such Services as Distributor may reasonably
request.

     2.  SERVICES  TO BE  PROVIDED.  The  Services  to be  provided  by Servicer
pursuant to Paragraph 1 of this  Agreement may include,  but are not limited to,
the following Services:

     (a)  maintaining account records and providing  subaccounting for Investors
          that become shareholders of one or more of the Funds ("Shareholders");

     (b)  transmitting  Shareholder  orders to  purchase,  redeem,  and exchange
          Shares;

     (c)  transfer and receipt funds for the purchase and  redemption of shares,
          and confirming and reconciling all such transactions;

     (d)  review of activity in Shareholders' Fund accounts;



                                     - 1 -



<PAGE>



     (e)  assisting Investors or Shareholders to complete  application forms and
          designate  and  update  dividend  options,  account  designations  and
          mailing addresses;

     (f)  maintaining and distributing current copies of the Funds' prospectuses
          and semi-annual and annual reports;

     (g)  transmitting  proxy  statements on behalf of the Funds and  receiving,
          tabulating  and   transmitting  to  the  Funds  proxies   executed  by
          Shareholders with respect to meetings of Shareholders;

     (h)  advertising and otherwise  informing  Investors of the availability of
          Shares;

     (i)  providing assistance and review in designing materials relating to the
          Funds to distribute to Investors and developing methods of making such
          materials accessible to Investors and potential Investors;

     (j)  responding to inquiries  from  Shareholders  and  Investors  regarding
          various matters relating to the Funds;

     (k)  providing,  or  assisting  the Funds in  obtaining,  information  from
          Shareholders   required   by  the   Funds  in   connection   with  the
          establishment of Fund accounts and the purchase of Shares;

     (l)  taking reasonable steps to ensure that taxpayer identification numbers
          provided by Shareholders  are correct and providing  Distributor  with
          timely written  notice of any failure to obtain such correct  taxpayer
          identification numbers; and

     (m)  providing  such other services as may be agreed upon from time to time
          and as may be permitted by applicable statutes, rules and regulations.

     The Services set forth above are illustrative.  Servicer is not required to
perform each Service and may at any time perform  either more or fewer  Services
than described above as Servicer shall deem appropriate under the circumstances.

     3.  EXPENSES.  During the term of this  Agreement,  Servicer  shall pay all
expenses  incurred by it in connection with Services  provided  pursuant to this
Agreement, except out-of-pocket expenses incurred by Servicer in connection with
the  transmittal  of proxy  materials to  Shareholders  and the  tabulation  and
submission to a Fund of proxies executed by Shareholders, for which Servicer may
obtain reimbursement from that Fund or its agent.

     4.  COMPENSATION.  For the Services  provided  and the expenses  assumed by
Servicer  pursuant  to  this  Agreement,  Distributor  shall  pay  Servicer  the
compensation  as set forth in  Schedule  B,  attached  hereto.  Payment  of this
compensation  or the terms  thereof may be modified or terminated at any time by
Distributor sending a new Schedule B to Servicer.

     5. PURCHASES AND REDEMPTIONS OF SHARES.

     (a)  Orders  received  from  Servicer  for the  purchase of Shares shall be
          accepted  by  Distributor   through  Idex  Investor   Services,   Inc.
          ("Transfer  Agent"),  only at the public offering price  applicable to
          each order as set forth in the then current  prospectus  and statement
          of  additional   information   (collectively,   "Prospectus")  of  the
          applicable  Fund.  The  procedure  relating to the  handling of orders
          shall  be  in  accordance  with  oral  or  written  instructions  that
          Distributor, Transfer Agent or the Fund shall forward to Servicer from
          time to time.  Payments for Shares  ordered from  Distributor  must be
          received together with Servicer's order and shall be made as specified
          in the applicable Fund's Prospectus. If payment for any purchase order
          is not received in accordance with the terms of the applicable  Fund's
          Prospectus,  Distributor reserves the right, without notice, to cancel
          the sale and to hold Servicer  responsible for any loss sustained as a
          result thereof.


                                     - 2 -



<PAGE>



          All  orders are  subject to  acceptance  or  rejection,  in their sole
          discretion, by Distributor,  the Fund, or by the Transfer Agent acting
          on behalf of  Distributor  and the Fund, and orders shall be effective
          only upon  confirmation  by  Distributor,  the Fund,  or the  Transfer
          Agent.  Servicer shall place orders for Shares in accordance  with the
          minimum initial and subsequent  purchase  requirements as set forth in
          the  Prospectus  of the Fund.  Distributor  reserves  the right in its
          discretion  and  without  notice to  Servicer  to reject any  purchase
          request, suspend sales, or withdraw the offering of Shares.

     (b)  Servicer  shall in no event  place  orders  for  Shares  unless it has
          already received purchase orders from Investors for such Shares at the
          applicable public offering price as set forth in the Prospectus of the
          applicable  Fund and subject to the terms thereof.  Servicer shall not
          offer or sell any Shares except under  circumstances  that will result
          in compliance with all applicable  federal and state  securities laws,
          and that in connection with sales and offers to sell Shares,  Servicer
          shall  furnish to each  person to whom any such sale or offer is made,
          at or prior to the time of the  offering  or sale,  a copy of the then
          current prospectus of the applicable Fund and, if requested,  the then
          current statement of additional  information of the Fund.  Distributor
          shall supply  Servicer with  reasonable  quantities  of  prospectuses,
          statements of additional  information,  supplemental sales literature,
          periodic  reports and proxy  solicitation  materials of the Funds upon
          request.

CHECK SECTION 5(C)(1) OR 5(C)(2), WHICHEVER IS APPLICABLE:

___(c)(1) Servicer  shall  make  Shares   available  to  Investors  on  a fully
          disclosed  basis,  wherein  Distributor  shall  confirm  purchases and
          redemptions  directly to Investors as  recordholders of the Shares and
          the  Transfer  Agent will  maintain  records  for each such  Investor.
          Servicer  shall  assist   Distributor  in  obtaining  all  information
          Distributor or the Funds may reasonably request in connection with the
          Investors   purchase  and  redemption  of  Shares.   Servicer   hereby
          represents  and  warrants  that it will  have  full  right,  power and
          authority to effect  transactions  in Shares of the Funds on behalf of
          Investors for whom it effects such transactions.
                                                             or

  _(c)(2) Servicer  shall  make  Shares  available  to Investors on an "omnibus"
          basis,  wherein  Servicer shall be the  recordholder of the Shares and
          will  be  responsible  for   subaccounting  and  the  confirmation  of
          purchases and redemptions by the Investors.  Each Fund, at the request
          of regulatory  authorities  having  jurisdiction over it, may request,
          and in such event,  Servicer shall furnish to that Fund, a list of all
          Shareholders'  accounts  maintained by Servicer,  showing each account
          name, address and shareholding.  Servicer shall provide Distributor or
          the Fund with such other  information as they may reasonably  request,
          including  the  location  by state of  Shares  sold.  All  information
          provided by Servicer to  Distributor  shall be accurate and  complete.
          Servicer hereby  represents and warrants that it will have full right,
          power and authority to effect  transactions  in Shares of the Funds on
          behalf of Investors for whom it effects such transactions.

     (d)  Servicer shall offer and sell Shares only in states and  jurisdictions
          in which the Shares are  registered  and qualified for sale under,  or
          are exempt from the requirements of, the respective securities laws of
          such states and  jurisdictions.  Distributor shall keep Servicer fully
          informed with respect to the states and jurisdictions so qualified and
          exempt;  however,  Distributor assumes no responsibility or obligation
          as to  Servicer's  right  to make  available  Shares  in any  state or
          jurisdiction.

     (e)  Orders  received from  Servicer for the  redemption of Shares shall be
          executed  through the Transfer Agent only at the public offering price
          applicable  to  each  order  as set  forth  in the  Prospectus  of the
          applicable Fund and subject to the terms thereof.



                                     - 3 -



<PAGE>



     (f)  Exchanges  (i.e.,  the investment of the proceeds from the liquidation
          of the Shares of one Fund in the Shares of another Fund) shall be made
          by Servicer  subject to and in accordance  with the  Prospectus of the
          applicable Fund.

     6.  INDEMNIFICATION.   Servicer  agrees  to  indemnify  and  hold  harmless
Distributor, the Fund and the Transfer Agent, and their respective subsidiaries,
affiliates,  officers, trustees, directors, agents and employees against any and
all direct and indirect claims, damages, liabilities,  losses, expenses or costs
(including any legal or other expenses incurred in connection with investigating
or  defending  any such claim,  damage,  liability or loss) to which any of them
become subject  arising from,  related to, or otherwise  connected with: (1) any
breach  by  Servicer  of any  provision  of this  Agreement;  (2) any  action or
omission  of  Distributor  or the Funds in  reliance  upon any oral,  written or
electronically transmitted communication given by or on behalf of Servicer which
Distributor  or the Fund  believes to be genuine;  and (3) any act or failure to
act by  Servicer.  This  Paragraph  6  shall  survive  the  termination  of this
Agreement.

     7.  INFORMATION  PERTAINING  TO THE  SHARES.  Servicer  and  its  officers,
employees  and agents shall not (a) make any  representation,  or furnish to any
person any information, relating to the Funds or the Shares that is inconsistent
in any respect with the information contained in the respective  Prospectuses of
the Funds (as then amended or supplemented) or any printed material  provided to
Servicer by Distributor or the Funds,  or (b) cause any written  materials to be
used in connection with sale of Shares or any  advertisement  to be published in
any newspaper,  broadcast by television,  radio or other means, or posted in any
public place without the prior written consent of Distributor.

     8. STATUS OF SERVICER.

     (a)  The signing of this  Agreement  and the  purchase  of Shares  pursuant
          hereto is a  representation  by Servicer that it is duly organized and
          validly  existing in good standing under the laws of the  jurisdiction
          in which it is  organized  and that it is either  (i) a "bank" as that
          term is defined by Section  3(a)(6) of the 1934 Act,  or (ii) a member
          in good standing with the NASD and a  broker-dealer  registered  under
          the 1934 Act affiliated with a bank.

     (b)  If Servicer is a "bank,"  Servicer  represents  and  warrants  that it
          shall act in accordance  with all  applicable  federal and state laws,
          including  the rules and  regulations  of all  applicable  federal and
          state bank regulatory  agencies and  authorities.  Servicer shall give
          written  notice to  Distributor  promptly  in the event that  Servicer
          shall  cease to be a bank as defined  in  Section  3(a)(6) of the 1934
          Act.

     (c)  If Servicer is a registered  broker-dealer,  Servicer  represents  and
          warrants that it shall act in accordance  with all applicable  federal
          and state laws and the Rules of Fair  Practice of the NASD,  including
          Section  26 of  Article  III of  such  Rules.  Servicer  shall  notify
          Distributor  immediately  (1) in the  event  Servicer  ceases  to be a
          member  in good  standing  of the  NASD or  Servicer  is found to have
          violated  any  applicable  federal  or state law,  rule or  regulation
          arising out of its activities as a broker-dealer or in connection with
          this  Agreement,  or (2) upon the  occurrence of any other event which
          may otherwise  materially affect its ability to act in accordance with
          this Agreement.

     (d)  Servicer  shall,  for  all  purposes  herein,   be  deemed  to  be  an
          independent  contractor.  Nothing in this Agreement shall be deemed or
          construed  to make  Servicer an  employee,  agent,  representative  or
          partner of  Distributor or any Fund, and Servicer is not authorized to
          act for a Fund or Distributor or to make any representations on behalf
          of Distributor or any Fund.

     9.  SOLICITATION  OR  PROXIES.  Servicer  shall not  solicit or cause to be
solicited,   directly  or  indirectly,   at  any  time,  any  proxies  from  the
Shareholders of any Fund in opposition to proxies solicited by management of the
Fund,  unless a court of competent  jurisdiction  shall have determined that the
conduct of a majority of the Board of Trustees


                                     - 4 -



<PAGE>



of the Fund  constitutes  willful  misfeasance,  bad faith,  gross negligence or
reckless  disregard  of  their  duties.  This  Paragraph  9  shall  survive  the
termination of this Agreement.

     10.  ACTIVITIES  OF SERVICER.  The Parties  recognize  that Servicer may be
subject to the  provisions of the  Glass-Steagall  Act of 1933, as amended,  and
other  federal  and  state  laws  and  regulations   governing  the  permissible
activities of banks and their affiliates.  Servicer shall be solely  responsible
for the  determination  that its  activities  and  obligations  pursuant to this
Agreement are permissible under such laws and regulations.

     11. DURATION OF AGREEMENT.  For each series or class of Shares with respect
to which a Fund has adopted a Plan,  this Agreement shall continue in effect for
one year from the date of its execution and thereafter for successive periods of
one year, provided that the form of this Agreement is approved at least annually
by the Board of  Trustees  of that Fund,  including a majority of the members of
the Board of Trustees of the Fund who are not interested  persons (as defined in
the 1940 Act) of the Fund and have no direct or indirect  financial  interest in
the operation of the Fund's Plan or in any  agreements  related to the Plan (the
"Disinterested  Trustees") case in person at a meeting called for voting on such
continuance.

     12. TERMINATION.

     (a)  Notwithstanding  paragraph 11 hereof, this Agreement may be terminated
          with respect to a particular Fund as follows:

          (i)  at any time,  without the payment of any penalty,  by the vote of
               the Board of Trustees  of the Fund,  by the vote of a majority of
               the  Disinterested  Trustees  of the  Fund,  or by the  vote of a
               majority of the  outstanding  voting  securities  of the Fund, or
               separate  series or class thereof,  as defined in the 1940 Act on
               not more than sixty (60) days'  written  notice to the Parties to
               this Agreement;

          (ii) automatically in the event of the termination of the Underwriting
               Agreement or the  Administrative  Services  Agreement between the
               Fund and Distributor;

          (iii)automatically  in the event of the  assignment (as defined in the
               1940 Act) of this Agreement;

          (iv) by either  Party to the  Agreement  without  cause by giving  the
               other  Party at least  sixty  (60)  days'  written  notice of its
               intention to terminate;

          (v)  if Servicer is a bank, in the event of Servicer's ceasing to be a
               bank as defined in Section 3(a)(6) of the 1934 Act; and

          (vi) if  Servicer  is a  registered  broker-dealer,  (1) in the  event
               Servicer  ceases to be a member in good  standing  of the NASD or
               Servicer  is found to have  violated  any  applicable  federal or
               state law, rule or regulation  arising out of its activities as a
               broker-dealer  or in connection with this Agreement,  or (2) upon
               the occurrence of any other event which may otherwise  materially
               affect its ability to act in accordance with this Agreement.

     (b)  The  termination  of this  Agreement with respect to any one Fund will
          not cause the Agreement's termination with respect to any other Fund.

     13. NOTICES.  Any notice under this Agreement shall be in writing and shall
be addressed  and  delivered,  or mailed,  postage  prepaid to the other Party's
principal place of business, attention: Legal Department, or to such other place
as shall have been  previously  specified  by written  notice given to the other
Party.



                                     - 5 -



<PAGE>



     14.  AMENDMENTS TO AGREEMENT.  This Agreement may be amended by Distributor
from time to time by the following  procedure.  Distributor shall provide notice
of the  amendment  to  Servicer  in the  manner  set forth in  Paragraph  13. If
Servicer  does not object to the  amendment  within  thirty  (30) days after its
receipt, the amendment shall become part of this Agreement. Servicer's objection
must be in writing and be received by  Distributor  within such thirty (30) days
of Servicer's  receipt of the amendment.  Any order to purchase Shares placed by
Servicer  after  notice  of any  amendment  to this  Agreement  has been sent to
Servicer shall constitute Servicer's agreement to such amendment.

     15. MISCELLANEOUS.  This Agreement constitutes the entire agreement between
the Parties and no conditions or warranties  shall be implied  unless  expressly
set forth herein.  This  Agreement and all of the rights and  obligations of the
Parties hereunder shall be governed by and construed under the laws of the State
of  Florida.  To the  extend  that the  applicable  laws of the State of Florida
conflict with the  applicable  provisions of the federal  securities  laws,  the
latter  shall  prevail.   The  captions  in  this  Agreement  are  included  for
convenience  of  reference  only  and  in no  way  define  or  limit  any of the
provisions hereof or otherwise affect their construction or effect.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their officers designated below.



                                      -----------------------------
                        Servicer
                                      (Please Print or Type)

                                      -----------------------------
                         Address

                                      -----------------------------
                                      City       State     Zip Code

                                      By:  _________________________
                                                Signature

                                      Name: _______________________

                                      Title: ________________________



InterSecurities, Inc.
201 Highland Avenue
Largo, Florida  34640


By: _________________________
           Signature

Name: _______________________

Title: ________________________



                                     - 6 -



<PAGE>



                                  AMENDMENT TO
                        SCHEDULE A FOR SERVICE AGREEMENT


Distributor is the principal  underwriter  for each of the following  registered
investment companies:

IDEX Series Fund

IDEX Growth Portfolio                  IDEX Balanced Portfolio
      Class A Shares                        Class A Shares
      Class B Shares                        Class B Shares
      Class C Shares                        Class C Shares
IDEX Global Portfolio                  IDEX Capital Appreciation Portfolio
      Class A Shares                        Class A Shares
      Class B Shares                        Class B Shares
      Class C Shares                        Class C Shares
IDEX Flexible Income Portfolio         IDEX Aggressive Growth Portfolio
      Class A Shares                        Class A Shares
      Class B Shares                        Class B Shares
      Class C Shares                        Class C Shares
IDEX Tax-Exempt Portfolio              IDEX Strategic Total Return Portfolio
      Class A Shares                        Class A Shares
      Class B Shares                        Class B Shares
      Class C Shares                        Class C Shares
IDEX Income Plus Portfolio             IDEX Tactical Asset Allocation Portfolio
      Class A Shares                        Class A Shares
      Class B Shares                        Class B Shares
      Class C Shares                        Class C Shares
IDEX C.A.S.E. Portfolio                IDEX Value Equity Portfolio
      Class A Shares                        Class A Shares
      Class B Shares                        Class B Shares
      Class C Shares                        Class C Shares
IDEX International Equity Portfolio
      Class A Shares
      Class B Shares
      Class C Shares

Dated February 1, 1997

                                 InterSecurities, Inc.
                                 Principal Underwriter for
                                 IDEX Series Fund


                                      /S/
                                 By:  _________________________
                                      G. John Hurley, President






<PAGE>



                                  AMENDMENT TO
                        SCHEDULE B FOR SERVICE AGREEMENT

A.   With  respect  to each  purchase  of Shares of a Fund by or on behalf of an
     Investor  pursuant to an order  placed by Servicer,  Distributor  shall pay
     Servicer an amount equal to the dealer allowance,  if any, specified in the
     then  current  prospectus  of that Fund that  would be  applicable  to that
     purchase of Shares if Servicer were acting as a dealer in that transaction.
     The amounts due Servicer shall be paid  quarterly;  however,  if any Shares
     purchased by or through  Servicer are redeemed or repurchased  within seven
     (7) days after  Servicer's  order to purchase those Shares,  Servicer shall
     refund to Distributor any fee paid to Servicer as a result of that order.

B.   For the  personal  services  and/or  maintenance  of  shareholder  accounts
     described in Paragraph 2 of the Service Agreement, Distributor shall pay to
     Servicer  a fee,  computed  on an annual  basis and paid  quarterly,  in an
     amount equal to the  applicable  percentage  of the average  aggregate  net
     asset value of the Shares of the Fund,  as set forth  below,  held by or on
     behalf  of  Investors.  For the  month and year in which  this  Schedule  B
     becomes  effective  or  the  Agreement   terminates,   there  shall  be  an
     appropriate proration of the fee payable hereunder made on the basis of the
     number of days that the Schedule or Agreement, as applicable, is in effect.


IDEX Series Fund (consisting of the following Portfolios):

IDEX Growth Portfolio
Class A Shares                                  0.25%
Class B Shares                                  0.25%
Class C Shares                                  0.90%*
Class T Shares                                  N/A
IDEX Global Portfolio
Class A Shares                                  0.25%
Class B Shares                                  0.25%
Class C Shares                                  0.90%*
IDEX Flexible Income Portfolio
Class A Shares                                  0.25%
Class B Shares                                  0.25%
Class C Shares                                  0.90%*
IDEX Tax-Exempt Portfolio
Class A Shares                                  0.25%
Class B Shares                                  0.25%
Class C Shares                                  0.60%*
IDEX Income Plus Portfolio
Class A Shares                                  0.25%
Class B Shares                                  0.25%
Class C Shares                                  0.90%*
IDEX Balanced Portfolio
Class A Shares                                  0.25%
Class B Shares                                  0.25%
Class C Shares                                  0.90%*
IDEX Capital Appreciation Portfolio
Class A Shares                                  0.25%
Class B Shares                                  0.25%
Class C Shares                                  0.90%*
IDEX Aggressive Growth Portfolio
Class A Shares                                  0.25%
Class B Shares                                  0.25%
Class C Shares                                  0.90%*
IDEX Strategic Total Return Portfolio
Class A Shares                                  0.25%
Class B Shares                                  0.25%
Class C Shares                                  0.90%*




<PAGE>


IDEX Tactical Asset Allocation Portfolio
Class A Shares                                   0.25%
Class B Shares                                   0.25%
Class C Shares                                   0.90%*
IDEX C.A.S.E. Portfolio
Class A Shares                                   0.25%
Class B Shares                                   0.25%
Class C Shares                                   0.90%*
IDEX Value Equity Portfolio
Class A Shares                                   0.25%
Class B Shares                                   0.25%
Class C Shares                                   0.90%*
IDEX International Equity Portfolio
Class A Shares                                   0.25%
Class B Shares                                   0.25%
Class C Shares                                   0.90%*

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

*    Consists  of an  annual  distribution  fee of up to  0.75%,  and an  annual
     service  fee of up to 0.25%;  however  the total fee  payable may not on an
     annualized  basis exceed  0.90% of the average  daily net assets of Class C
     shares  of  each  Portfolio  (0.60%  for  the  Tax-Exempt  Portfolio).  The
     Distributor  currently  reallows the total distribution and service fees to
     Servicer for the sale of Class C shares.





Dated February 1, 1997


                                 InterSecurities, Inc.
                                 Principal Underwriter for
                                 IDEX Series Fund


                                      /S/
                                 By:______________________________
                                      G. John Hurley, President








                                CUSTODY AGREEMENT


           THIS  AGREEMENT  made  the 3rd day of  April,  1986,  by and  between
INVESTORS  FIDUCIARY TRUST COMPANY,  a trust company chartered under the laws of
the state of Missouri,  having its trust office  located at 21 West 10th Street,
16th  Floor,  Kansas  City,  Missouri  64105   ("Custodian"),   and  IDEX  II  a
Massachusetts  business trust having its principal  office and place of business
at 600 Cleveland Street, Suite 800, Clearwater, Florida 33515 ("Fund").

                                   WITNESSETH:

     WHEREAS,  Fund  desires to appoint  Investors  Fiduciary  Trust  Company as
Custodian of the securities and monies of Fund's investment portfolio; and

     WHEREAS,  Investors  Fiduciary  Trust  Company is  willing  to accept  such
appointment;

     NOW THEREFORE,  for and in consideration  of the mutual promises  contained
herein, the parties hereto, intending to be legally bound, mutually covenant and
agree as follows:

1.   APPOINTMENT OF CUSTODIAN. Fund hereby constitutes and appoints Custodian as
     custodian of the Fund which is to include:

     A.   Appointment  as  custodian  of the  securities  and monies at any time
          owned by the Fund; and

     B.   Appointment as agent to perform certain  accounting and  recordkeeping
          functions  required  of  a  duly  registered   investment  company  in
          compliance  with  applicable  provisions  of federal,  state and local
          laws, rules and regulations including, as may be required:

          1.   Provide information necessary for Fund to file required financial
               reports;  maintaining and preserving required books, accounts and
               records as the basis for such  reports;  and  performing  certain
               daily functions in connection with such accounts and records.

          2.   Calculating daily net asset value of the Fund, and

          3.   Acting as liaison with independent auditors.

2.   DELIVERY OF  CORPORATE  DOCUMENTS.  Fund has  delivered  or will deliver to
     Custodian  prior to the  effective  date of this  Agreement,  copies of the
     following  documents and all  amendments or supplements  thereto,  properly
     certified or authenticated:

     A.   Resolutions of the Board of Trustees of Fund  appointing  Custodian as
          custodian hereunder and approving the form of this Agreement; and

     B.   Resolutions  of the  Board of  Trustees  of Fund  designating  certain
          persons  to give  instructions  on  behalf  of Fund to  Custodian  and
          authorizing  Custodian  to rely upon written  instructions  over their
          signatures.

3.   DUTIES AND RESPONSIBILITIES OF CUSTODIAN.


                                        1

<PAGE>



     A.   Delivery of Assets

          Fund  will  deliver  or  cause to be  delivered  to  Custodian  on the
          effective  date  of  this   Agreement,   or  as  soon   thereafter  as
          practicable,   and  from  time  to  time  thereafter,   all  portfolio
          securities  acquired  by it and  monies  then  owned by it  except  as
          permitted by the  Investment  Company Act of 1940 or from time to time
          coming  into its  possession  during  the time  this  Agreement  shall
          continue  in  effect.   Custodian  shall  have  no  responsibility  or
          liability  whatsoever for or on account of securities or monies not so
          delivered. All securities so delivered to Custodian (other than bearer
          securities) shall be registered in the name of Fund or its nominee, or
          of a nominee of Custodian,  or shall be properly  endorsed and in form
          for transfer satisfactory to Custodian.

     B.   Delivery of Accounts and Records

          Fund shall turn over to Custodian all of the Fund's relevant  accounts
          and records  previously  maintained by it. Custodian shall be entitled
          to  rely  conclusively  on the  completeness  and  correctness  of the
          accounts  and  records  turned  over to it by  Fund,  and  Fund  shall
          indemnify  and  hold  Custodian  harmless  of and  from  any  and  all
          expenses,   damages  and  losses  whatsoever  arising  out  of  or  in
          connection with any error, omission, inaccuracy or other deficiency of
          such  accounts  and  records or in the  failure of Fund to provide any
          portion of such or to provide any information  needed by the Custodian
          knowledgeably to perform its function hereunder.

     C.   Delivery of Assets to Third Parties

          Custodian  will  receive  delivery  and keep safely the assets of Fund
          delivered to it from time to time  segregated  in a separate  account.
          Custodian will not deliver,  assign,  pledge or  hypothecate  any such
          assets to any person  except as  permitted by the  provisions  of this
          Agreement  or any  agreement  executed by it according to the terms of
          section 3.S. of this  Agreement.  The Custodian is responsible for the
          securities and monies of Fund only until they have been transmitted to
          and  received by other  persons as  permitted  under the terms of this
          Agreement,   except  for  securities  and  monies   transmitted  to  a
          sub-custodian  as provided for by section  3.S., f or which  Custodian
          remains  responsible.  Custodian  shall  be  responsible  only for the
          monies  and   securities   of  Fund  held  by  it  or  its   nominees,
          sub-custodians  or eligible  foreign  custodians under this Agreement.
          Custodian   may   participate   directly  or   indirectly   through  a
          sub-custodian  in the  Depository  Trust  Company or  Treasury/Federal
          Reserve Book Entry System (as such entity is defined at 17 CFR Section
          270.17f-4(b).

     D.   Registration of Securities

          Custodian will hold stocks and other registerable portfolio securities
          of Fund  registered  in the name of Fund or in the name of any nominee
          of Custodian for whose fidelity and liability  Custodian will be fully
          responsible, or in street certificate form, so-called, with or without
          any indication of fiduciary  capacity.  Unless  otherwise  instructed,
          Custodian will register all such  portfolio  securities in the name of
          its authorized nominee.  All securities,  and the ownership thereof by
          Fund,  which are held by Custodian  hereunder,  however,  shall at all
          times  be  identifiable  on  the  records  of  the  Custodian  or  its
          sub-custodian.  The Fund  agrees to hold  Custodian  and its  -nominee
          harmless for any liability as a record  holder of  securities  held in
          custody.

     E.   Exchange of Securities

          Upon  receipt  of  instructions  as  defined  herein in  Section  4.A,
          Custodian  will  exchange,   or  cause  to  be  exchanged,   portfolio
          securities held by it for the account of Fund for other  securities or
          cash

                                        2

<PAGE>



          issued   or   paid   in    connection    with   any    reorganization,
          recapitalization, merger, consolidation, split-up of shares, change of
          par  value,  conversion  or  otherwise,  and  will  deposit  any  such
          securities  in  accordance  with the  terms of any  reorganization  or
          protective  plan.  Without  instructions,  Custodian is  authorized to
          exchange  securities  held by it in temporary  form for  securities in
          definitive form, to effect an exchange of shares when the par value of
          the  stock is  changed,  and,  upon  receiving  payment  therefor,  to
          surrender  bonds or other  securities  held by it at  maturity or when
          advised of earlier call for  redemption,  except that Custodian  shall
          receive instructions prior to surrendering any convertible security.


     F.   Purchases of Investments of the Fund

          Fund will,  on each  business  day on which a purchase  of  securities
          shall be made by it,  deliver to  Custodian  instructions  which shall
          specify with respect to each such purchase:

          1.   The name of the issuer and description of the security;

          2.   The  number of  shares or the  principal  amount  purchased,  and
               accrued interest, if any;

          3.   The trade date;

          4.   The settlement date;

          5.   The purchase price per unit and the brokerage  commission,  taxes
               and other expenses payable in connection with the purchase;

          6.   The total amount payable upon such purchase; and

          7.   The name of the person from whom or the broker or dealer  through
               whom the purchase was made.

          In accordance  with such  instructions,  Custodian will pay for out of
          monies  held for the account of Fund,  but only  insofar as monies are
          available  therein  for  such  purpose,   and  receive  the  portfolio
          securities  so purchased  by or for the account of Fund.  Such payment
          will be made only upon  receipt  by  Custodian  of the  securities  so
          purchased in form for transfer satisfactory to Custodian.

     G.   Sales and  Deliveries of  Investments of the Fund - Other than Options
          and Futures

          Fund  will,  on  each  business  day on  which  a sale  of  investment
          securities  of Fund has been made,  deliver to Custodian  instructions
          specifying with respect to each such sale:

          1.   The name of the issuer and description of the securities;

          2.   The  number of shares  or  principal  amount  sold,  and  accrued
               interest, if any;

          3.   The date on which the  securities  sold were  purchased  or other
               information identifying the securities sold and to be delivered;

          4.   The trade date;

          5.   The settlement date;


                                        3

<PAGE>



          6.   The sale price per unit and the  brokerage  commission,  taxes or
               other expenses payable in connection with such sale;

          7.   The total amount to be received by Fund upon such sale; and

          8.   The name of the broker or dealer  through  whom or person to whom
               the sale was made.

          In accordance with such instructions,  Custodian will deliver or cause
          to be delivered the securities thus designated as sold for the account
          of Fund to the broker or other person  specified  in the  instructions
          relating to such sale,  such  delivery to be made only upon receipt of
          payment  therefor in such form as is satisfactory  to Custodian,  with
          the understanding  that Custodian may deliver or cause to be delivered
          securities for payment in accordance with the customs prevailing among
          dealers in securities.

     H.   Purchases  or  Sales of  Security  Options,  Options  on  Indices  and
          Security  Index Futures  Contracts  Fund will, on each business day on
          which a purchase or sale of the following options and/or futures shall
          be made by it, deliver to Custodian  instructions  which shall specify
          with respect to each such purchase or sale:

          1.   Security Options

               a.   The underlying security;

               b.   The price at which purchased or sold;

               c.   The expiration date;

               d.   The number of contracts;

               e.   The exercise price;

               f.   Whether the transaction is and opening, exercising, expiring
                    or closing transaction;

               g.   Whether the transaction involves a put or call;

               h.   Whether the option is written or purchased;

               i.   Market on which option traded;

               j.   Name and  address of the broker or dealer  through  whom the
                    sale or purchase was made.

          2.   Options on Indices

               a.   The index;

               b.   The price at which purchased or sold;

               c.   The exercise price;

               d.   The premium;


                                        4

<PAGE>



               e.   The multiple;

               f.   The expiration date;

               g.   Whether the transaction is an opening, exercising,  expiring
                    or closing transaction;

               h.   Whether the transaction involves a put or call;

               i.   Whether the option is written or purchased;

               j.   The name and  address of the broker or dealer  through  whom
                    the  sale  or  purchase  was  made,   or  other   applicable
                    settlement instructions.

          3.   Security Index Future Contracts

               a.   The last trading date  specified in the contract  and,  when
                    available, the closing level, thereof;

               b.   The index level on the date the contract is entered into;

               c.   The multiple;

               d.   Any margin requirements; and

               e.   The need for a  segregated  margin  account (in  addition to
                    instructions,  and  if not  already  in  the  possession  of
                    Custodian,  Fund shall deliver a substantially  complete and
                    executed  custodial   safekeeping   account  and  procedural
                    agreement which shall be incorporated by reference into this
                    Custody Agreement).

               f.   The name and  address  of the  futures  commission  merchant
                    through  whom  the  sale or  purchase  was  made,  or  other
                    applicable settlement instructions.

          4.   Options on Index Future Contracts

               a.   The underlying index future contract;

               b.   The premium;

               c.   The expiration date;

               d.   The number of options;

               e.   The exercise price;

               f.   Whether the  transaction  involves  an opening,  exercising,
                    expiring or closing transaction;

               g.   Whether the transaction involves a put or call;

               h.   Whether the option is written or purchased

               i.   The market on which the option is traded.

                                        5

<PAGE>



     I.   Securities Pledged or Loaned

          If specifically allowed for in the prospectus of Fund:

          1.   Upon receipt of instructions,  Custodian will release or cause to
               be released  securities held in custody to the pledgee designated
               in such  instructions by way of pledge or hypothecation to secure
               any loan incurred by Fund, provided, however, that the securities
               shall be released  only upon  payment to  Custodian of the monies
               borrowed,  except that in cases where  additional  collateral  is
               required to secure a borrowing already made,  further  securities
               may be released or caused to be released - for that  purpose upon
               receipt of instructions. Upon receipt of instructions,  Custodian
               will pay, but only from funds  available  for such  purpose,  any
               such loan upon  redelivery  to it of the  securities  pledged  or
               hypothecated  therefor  and upon  surrender  of the note or notes
               evidencing such loan.

          2.   Upon receipt of instructions,  Custodian will release  securities
               held in custody to the borrower  designated in such instructions;
               provided,  however,  that if the borrower is a bank or securities
               broker-dealer,  the securities will be released only upon deposit
               with  Custodian  of full cash  collateral  as  specified  in such
               instructions,  and  that  Fund  will  retain  the  right  to  any
               dividends,  interest or distribution  on such loaned  securities.
               Upon receipt of instructions and the loaned securities, Custodian
               will release the cash collateral to the borrower.

     J.   Routine Matters

          Custodian  will,  in general,  attend to all  routine  and  mechanical
          matters in connection with the sale, exchange, substitution, purchase,
          transfer,  or other dealings with securities or other property of Fund
          except as may be otherwise provided in this Agreement or directed from
          time to time by the Board of Trustees of Fund.

     K.   Deposit Account

          Custodian will open and maintain a special  purpose deposit account or
          accounts in the name of Custodian  ("Account"),  subject only to draft
          or order  by  Custodian  upon  receipt  of  instructions.  All  monies
          received  by  Custodian  from or for the  account  of  Fund  shall  be
          deposited in said  Account,  barring  events not in the control of the
          Custodian such as strikes,  lockouts or labor disputes,  riots, war or
          equipment or transmission failure or damage,  fire, flood,  earthquake
          or  other  natural  disaster,   action  or  inaction  of  governmental
          authority or other causes  beyond its  control,  at 9:00 a.m.,  Kansas
          City time, on the second  business day after deposit of any check into
          Fund's Account.

          Custodian  may open and  maintain  an Account  in such other  banks or
          trust  companies as may be designated by it or by properly  authorized
          resolution of the Board of Trustees of Fund, such Account, however, to
          be in the name of custodian and subject only to its draft or order.

     L.   Income and other Payments to Fund

          Custodian will:

          1.   Collect,  claim and  receive  and deposit for the Account of Fund
               all income and other  payments which become due and payable on or
               after the effective  date of this  Agreement  with respect to the
               securities deposited under this Agreement, and credit the account
               of Fund with such income on the payable date;


                                        6

<PAGE>



          2.   Execute  ownership and other  certificates and affidavits for all
               federal,  state and local tax  purposes  in  connection  with the
               collection of bond and note coupons; and

          3.   Take  such  other  action  as  may  be  necessary  or  proper  in
               connection with:

               a.   the collection, receipt and deposit of such income and other
                    payments,  including but not limited to the presentation for
                    payment of:

                    1.   all coupons and other income items  requiring  purpose;
                         and

                    2.   all other  securities  which may  mature or be  called,
                         redeemed,  retired  or  otherwise  become  payable  and
                         regarding which the Custodian has actual knowledge,  or
                         notice of which is  contained  in  publications  of the
                         type to which it normally  subscribes for such purpose;
                         and

               b.   the endorsement for collection,  in the name of Fund, of all
                    checks, drafts or other negotiable  instruments.  Custodian,
                    however,  will not be  required  to  institute  suit or take
                    other extraordinary action to enforce collection except upon
                    receipt of  instructions  and upon being  indemnified to its
                    satisfaction  against the costs and expenses of such suit or
                    other actions. Custodian will receive, claim and collect all
                    stock  dividends,  rights and other  similar  items and will
                    deal with the same  pursuant to  instructions.  Unless prior
                    instructions  have been received to the contrary,  Custodian
                    will, without further instructions, sell any rights held for
                    the account of Fund on the last trade date prior to the date
                    of expiration of such rights.

     M.   Payment of Dividends and other Distributions

          On the declaration of any dividend or other distribution on the shares
          of  Beneficial  Interest  of Fund  ("Fund  Shares")  by the  Board  of
          Trustees of Fund,  Fund shall deliver to Custodian  instructions  with
          respect  thereto,  including a copy of the Resolution of said Board of
          Trustees certified by the Secretary or an Assistant  Secretary of Fund
          wherein  there  shall  be  set  forth  the  record  date  as of  which
          shareholders  entitled to receive such dividend or other  distribution
          shall  be  determined,  the  date  of  payment  of  such  dividend  or
          distribution,  and the amount  payable  per share on such  dividend or
          distribution.

          Except  if the  ex-dividend  date  and  the  reinvestment  date of any
          dividend are the same, in which case funds shall remain in the Custody
          Account,  on the date specified in such Resolution f or the payment of
          such  dividend or other  distribution,  Custodian  will pay out of the
          monies  held for the  account  of Fund,  insofar  as the same shall be
          available for such purposes, and credit to the account of the Dividend
          Disbursing  Agent for Fund, such amount as may be necessary to pay the
          amount per share payable in cash on Fund Shares issued and outstanding
          on the record date established by such Resolution.

     N.   Shares of Fund Purchased by Fund

          Whenever any Fund Shares are  repurchased or redeemed by Fund, Fund or
          its agent shall advise  Custodian of the aggregate dollar amount to be
          paid for such shares and shall  confirm  such advice in writing.  Upon
          receipt of such advice,  Custodian shall charge such aggregate  dollar
          amount  to the  Account  of Fund and  either  deposit  the same in the
          account  maintained  for the purpose of paying for the  repurchase  or
          redemption of Fund Shares or deliver the same in accordance  with such
          advice.

                                        7

<PAGE>



          Custodian shall not have any duty or  responsibility to determine that
          Fund Shares repurchased or redeemed by Fund have been removed from the
          proper  shareholder  account or accounts or that the proper  number of
          such  shares have been  cancelled  and  removed  from the  shareholder
          records.

     O.   Shares of Fund Purchased from Fund

          Whenever  Fund Shares are  purchased  from Fund,  Fund will deposit or
          cause to be  deposited  with  Custodian  the amount  received for such
          shares.

          Custodian shall not have any duty or  responsibility to determine that
          Fund  Shares  purchased  from  Fund  have  been  added  to the  proper
          shareholder  account or  accounts  or that the  proper  number of such
          shares have been added to the shareholder records.

     P.   Proxies and Notices

          Custodian will promptly deliver or mail or have delivered or mailed to
          Fund all proxies properly signed,  all notices of meetings,  all proxy
          statements and other notices,  requests or announcements  affecting or
          relating  to  securities  held by  Custodian  for Fund and will,  upon
          receipt of  instructions,  execute and deliver or cause its nominee to
          execute and deliver or mail or have  delivered  or mailed such proxies
          or other authorizations as may be required. Except as provided by this
          Agreement or pursuant to instructions hereafter received by Custodian,
          neither it nor its nominee  will  exercise  any power  inherent in any
          such securities,  including any power to vote the same, or execute any
          proxy,  power of attorney,  or other similar  instrument voting any of
          such securities,  or give any consent, approval or waiver with respect
          thereto, or take any other similar action.

     Q.   Disbursements

          Custodian  will pay or cause to be paid insofar as funds are available
          for the  purpose,  bills,  statements  and other  obligations  of Fund
          (including  but not  limited to  obligations  in  connection  with the
          conversion,  exchange  or  surrender  of  securities  owned  by  Fund,
          interest  charges,  dividend  disbursements,  taxes,  management fees,
          custodian fees,  legal fees,  auditors' fees,  transfer  agents' fees,
          brokerage commissions,  compensation to personnel, and other operating
          expenses of Fund) pursuant to  instructions  of Fund setting forth the
          name of the person to whom  payment  is to be made,  the amount of the
          payment, and the purpose of the payment.

     R.   Daily Statement of Accounts

          Custodian  will,  within a reasonable  time,  render to Fund as of the
          close of  business  on each day, a detailed  statement  of the amounts
          received  or paid and of  securities  received  or  delivered  for the
          account of Fund during said day.  Custodian  will,  from time to time,
          upon request by Fund,  render a detailed  statement of the  securities
          and monies  held for Fund under this  Agreement,  and  Custodian  will
          maintain such books and records as are necessary to enable it to do so
          and will  permit  such  persons  as are  authorized  by  Fund;  and if
          demanded,  federal  and  state  regulatory  agencies  to  examine  the
          securities,  books and records.  Upon the  instructions  of Fund or as
          demanded  by  federal or state  regulatory  agencies,  Custodian  will
          instruct  sub-custodian  to permit such persons as are  authorized  by
          Fund and if demanded, federal and state regulatory agencies to examine
          the books,  records and securities held by sub-custodian  which relate
          to Fund.


                                        8

<PAGE>



     S.   Appointment of Sub-Custodian

          1.   Notwithstanding  any other  provisions of this Agreement,  all or
               any  of  the  monies  or  securities  of  Fund  may  be  held  in
               Custodian's  own  custody or in the  custody of one or more other
               banks or  trust  companies  acting  as  sub-custodians  as may be
               selected  by  Custodian.  Any such  sub-custodian  must  have the
               qualifications   required  for  custodian  under  the  Investment
               Company  Act  of  1940,  as  amended.   The   sub-custodian   may
               participate  directly  or  indirectly  in  the  Depository  Trust
               Company or  Treasury/Federal  Reserve  Book Entry System (as such
               entity is defined at 17 CFR Sec. 270.17f-4(b)). Neither Custodian
               nor  subcustodian  will be entitled to  reimbursement by Fund for
               any fees or expenses of any  sub-custodian.  The appointment of a
               sub-custodian   will  not  relieve   Custodian   of  any  of  its
               obligations hereunder.

          2.   Notwithstanding  any other  provisions of this Agreement,  Fund's
               foreign  securities  (as  defined in Rule  17f-5(c)(1)  under the
               Investment   Company  Act  of  1940)  and  Fund's  cash  or  cash
               equivalents,  in amounts  reasonably  necessary to effect  Fund's
               foreign  securities  transactions,  may be held in the custody of
               one or more banks or trust  companies  acting as  sub-custodians,
               according to Section 3.S.1; and thereafter, pursuant to a written
               contract or  contracts  as approved by Fund's  Board of Trustees,
               may be transferred to an account maintained by such sub-custodian
               with  an  eligible   foreign   custodian,   as  defined  in  Rule
               17f-5(c)(2),  provided  that any  such  arrangement  involving  a
               foreign  custodian  shall be in accordance with the provisions of
               Rule 17f-5 under the Investment  Company Act of 1940 as that Rule
               may be amended from time to time.

     T.   Accounts and Records

          Custodian will prepare and maintain complete, accurate and current all
          accounts  and  records  required  to be  maintained  by Fund under the
          Internal  Revenue  Code of 1954  ("Code")  as  amended  and  under the
          General Rules and Regulations under the Investment Company Act of 1940
          ("Rules") as amended,  and as agreed upon between the parties and will
          preserve said records in the manner and for the periods  prescribed in
          said Code and Rules,  or for such  longer  period as is agreed upon by
          the parties.

          Custodian relies upon Fund to furnish, in writing, accurate and timely
          information to complete  Fund's records and perform daily  calculation
          of the Fund's net asset value, as provided in Section 3.W. below.

          Custodian  shall incur no liability and Fund shall  indemnify and hold
          harmless  Custodian  from and against any  liability  arising from any
          failure of Fund to fumish such  information  in a timely and  accurate
          manner,  even if Fund  subsequently  provides  accurate  but  untimely
          information.  It  shall  be  the  responsibility  of  Fund  to  fumish
          Custodian with the  declaration,  record and payment dates and amounts
          of any  dividends  or income and any other  special  actions  required
          concerning each of its securities when such information is not readily
          available  from generally  accepted  securities  industry  services or
          publications.

     U.   Accounts and Records Property of Fund

          Custodian acknowledges that all of the accounts and records maintained
          by Custodian  pursuant to this Agreement are the property of Fund, and
          will be made available to Fund for inspection or reproduction within a
          reasonable  period of time, upon demand.  Custodian will assist Fund's
          independent  auditors,  or upon approval of Fund, or upon demand,  any
          regulatory  body,  in any  requested  review  of Fund's  accounts  and
          records but shall be reimbursed for all expenses and

                                        9

<PAGE>



          employee  time  invested  in any such  review  outside of routine  and
          normal  periodic  reviews.  Upon  receipt  from Fund of the  necessary
          information,   Custodian   will  supply   necessary  data  for  Fund's
          completion  of any  necessary  tax returns,  questionnaires,  periodic
          reports  to  Shareholders  and  such  other  reports  and  information
          requests as Fund and Custodian shall agree upon from time to time.

     V.   Adoption of Procedures

          Custodian  and Fund may from  time to time  adopt  procedures  as they
          agree upon,  and Custodian may  conclusively  assume that no procedure
          approved by Fund, or directed by Fund,  conflicts with or violates any
          requirements of its prospectus,  Deed of Trust, Bylaws, or any rule or
          regulation of any regulatory body or governmental agency. Fund will be
          responsible  to notify  Custodian  of any  changes in state  statutes,
          regulations,  rules or  policies  which might  necessitate  changes in
          Custodian's responsibilities or procedures.

     W.   Calculation of Net Asset Value

          Custodian will calculate  Fund's net asset value,  in accordance  with
          Fund's prospectus,  once daily.  Custodian will prepare and maintain a
          daily  evaluation  of  securities  for  which  market  quotations  are
          available by the use of outside services  normally used and contracted
          for this purpose; all other securities will be evaluated in accordance
          with Fund's  instructions.  Custodian will have no responsibility  for
          the accuracy of the prices quoted by these outside services or for the
          information supplied by Fund or upon instructions.

4.   INSTRUCTIONS.

     A.   The  term  "instructions",  as  used  herein,  means  written  or oral
          instructions  to Custodian from a designated  representative  of Fund.
          Certified  copies  of  resolutions  of the Board of  Trustees  of Fund
          naming one or more designated  representatives to give instructions in
          the name and on behalf of Fund, may be received and accepted from time
          to time by Custodian as  conclusive  evidence of the  authority of any
          designated  representative to act for Fund and may be considered to be
          in full force and effect (and  Custodian  will be fully  protected  in
          acting in reliance  thereon)  until  receipt by Custodian of notice to
          the contrary. Unless the resolution delegating authority to any person
          to give instructions specifically requires that the approval of anyone
          else  will  first  have  been  obtained,  Custodian  will be  under no
          obligation  to  inquire  into the  right  of the  person  giving  such
          instructions to do so. Notwithstanding any of the foregoing provisions
          of this  Section 4. no  authorizations  or  instructions  received  by
          Custodian  from  Fund,  will be deemed  to  authorize  or  permit  any
          director,  officer,  employee, or agent of Fund to withdraw any of the
          securities  or similar  investments  of Fund upon the mere  receipt of
          such  authorization  or  instructions  from  such  director,  officer,
          employee or agent.

          Notwithstanding any other provision of this Agreement, Custodian, upon
          receipt  (and   acknowledgement  if  required  at  the  discretion  of
          Custodian) of the instructions of a designated  representative of Fund
          will  undertake to deliver for Fund's account  monies,  (provided such
          monies  are  on  hand  or  available)   in   connection   with  Fund's
          transactions and to wire transfer such monies to such broker,  dealer,
          subcustodian,  bank or other agent specified in such instructions by a
          designated representative of Fund.

     B.   No later than the next business day  immediately  following  each oral
          instruction,  Fund will send Custodian  written  confirmation  of such
          oral instruction. At Custodian's sole discretion, Custodian may record
          on tape, or otherwise, any oral instruction whether given in person or

                                       10

<PAGE>



          via telephone,  each such recording  identifying the parties, the date
          and the time of the beginning and ending of such oral instruction.

5.   LIMITATION OF LIABILITY OF CUSTODIAN.

     A.   Custodian  shall hold harmless and indemnify Fund from and against any
          loss or liability  arising out of  Custodian's  failure to comply with
          the terms of this Agreement or arising out of Custodian's  negligence,
          willful misconduct, or bad faith. Custodian may request and obtain the
          advice and  opinion of counsel for Fund,  or of its own  counsel  with
          respect  to  questions  or  matters  of law,  and it shall be  without
          liability to Fund for any action taken or omitted by it in good faith,
          in conformity with such advice or opinion.

     B.   Custodian  may rely upon  statements of Fund's  independent  certified
          public  accountants and any  representative of Fund authorized to give
          instructions, and Custodian shall not be liable for any actions taken,
          in good faith, upon such statements.

     C.   If Fund  requires  Custodian in any capacity to take,  with respect to
          any securities,  any action which involves the payment of money by it,
          or which in  Custodian's  opinion might make it or its nominee  liable
          for payment of monies or in any other way,  Custodian,  upon notice to
          Fund given prior to such actions,  shall be and be kept indemnified by
          Fund in an amount  and form  satisfactory  to  Custodian  against  any
          liability on account of such action.

     D.   Custodian  shall be  entitled  to  receive,  and Fund agrees to pay to
          Custodian, on demand, reimbursement for such cash disbursements, costs
          and expenses as may be agreed upon from time to time by Custodian  and
          Fund.

     E.   Custodian shall be protected in acting as custodian hereunder upon any
          instructions,  advice, notice, request, consent,  certificate or other
          instrument  or paper  reasonably  appearing to it to be genuine and to
          have been properly executed and shall,  unless otherwise  specifically
          provided  herein,  be entitled to receive as  conclusive  proof of any
          fact or matter  required  to be  ascertained  from Fund  hereunder,  a
          certificate   signed  by  the  Fund's  President,   or  other  officer
          specifically authorized for such purpose.

     F.   Without  limiting the generality of the foregoing,  Custodian shall be
          under no duty or obligation  to inquire into,  and shall not be liable
          for:

          1.   The  legality of the  purchase of any  security by or for Fund or
               evidence  of  ownership  required  by  Fund  to  be  received  by
               Custodian, or the propriety of the decision to purchase or amount
               paid therefor;

          2.   The legality of the sale of any securities by or for Fund, or the
               propriety of the amount for which the same are sold;

          3.   The legality of the issue or sale of any  beneficial  interest of
               Fund, or the sufficiency of the amount to be received therefor;

          4.   The legality of the  repurchase  or  redemption  of any shares of
               beneficial interest of, or the propriety of the amount to be paid
               therefor; or

          5.   The legality of the  declaration  of any dividend by Fund, or the
               legality  of the issue of any shares of  beneficial  interest  of
               Fund in payment of any stock dividend.

                                       11

<PAGE>



     G.   Custodian  shall not be liable for, or  considered to be Custodian of,
          any money  represented by any check,  draft,  wire transfer,  clearing
          house funds, uncollected funds, or instrument for the payment of money
          received by it on behalf of Fund,  until Custodian  actually  receives
          such money,  provided  only that it shall  advise Fund  promptly if it
          fails to receive any such money in the  ordinary  course of  business,
          and use its best efforts and  cooperate  with Fund toward the end that
          such money shall be received.

     H.   Except  sub-custodians or eligible foreign custodians  appointed under
          section 3.S.,  Custodian  shall not be responsible for loss occasioned
          by the acts,  neglects,  defaults or insolvency  of any broker,  bank,
          trust company, or any other person with whom Custodian may deal in the
          absence  of  negligence,  misconduct,  or bad  faith  on the  part  of
          Custodian.

          1.   Notwithstanding  anything  herein to the contrary,  Custodian may
               provide  Fund for its  approval,  agreements  with banks or trust
               companies which will act as  sub-custodians  for Fund pursuant to
               Section 3.S of this Agreement.

6.   COMPENSATION.  Fund will pay to Custodian such compensation as is stated in
     the Fee  Schedule  attached  hereto as Exhibit A which may be changed f rom
     time to time as agreed to in writing by Custodian  and Fund.  Custodian may
     charge such compensation against monies held by it for the account of Fund.
     Custodian will also be entitled, notwithstanding the provisions of Sections
     5.C.  or 5.D.  hereof,  to charge  against  any  monies  held by it for the
     account  of Fund the  amount of any fee for which it shall be  entitled  to
     reimbursement under the provisions of this Agreement. Custodian will not be
     entitled  to  reimbursement  by  Fund  for  any  loss  or  expenses  of any
     sub-custodian or eligible foreign custodian.

7.   TERMINATION.  The term of this Agreement shall be one year. Either party to
     this  Agreement may  terminate the same by notice in writing,  delivered or
     mailed,  postage  prepaid,  to the other party hereto and received not less
     than  ninety (90) days prior to the date upon which such  termination  will
     take effect. Upon termination of this Agreement, Fund will pay to Custodian
     such  compensation for its reimbursable  disbursements,  costs and expenses
     paid or incurred to such date and Fund will use its best  efforts to obtain
     a successor custodian.  Unless the holders of a majority of the outstanding
     shares of beneficial interest vote to have the securities,  funds and other
     properties held under this Agreement  delivered and paid over to some other
     person, firm or corporation  specified in the vote, having not less the Two
     Million  Dollars  ($2,000,000)  aggregate  capital,  surplus and  undivided
     profits,  as shown by its last  published  report,  and meeting  such other
     qualifications  for custodian as set forth in the Bylaws of Fund, the Board
     of Trustees of Fund will,  forthwith  upon  giving or  receiving  notice of
     termination  of this  Agreement,  appoint as successor  custodian a bank or
     trust company having such qualifications.  Custodian will, upon termination
     of this  Agreement,  deliver to the  successor  custodian  so  specified or
     appointed,  at Custodian's  office,  all securities  then held by Custodian
     hereunder,  duly  endorsed  and in form for  transfer,  all funds and other
     properties of Fund deposited with or held by Custodian  hereunder,  or will
     co-operate in effecting  changes in  book-entries  at the Depository  Trust
     Company or in the Treasury/Federal Reserve Book-Entry System pursuant to 31
     CFR Sec. 306.118.  In the event no such vote has been adopted by the holder
     of shares of beneficial interest of Fund and no written order designating a
     successor  custodian has been  delivered to Custodian on or before the date
     when such termination  becomes  effective,  then Custodian will deliver the
     securities,  funds and properties of Fund to a bank or trust company at the
     selection of Custodian and meeting the  qualifications  for  custodian,  if
     any,  set forth in the Bylaws of Fund and having not less that Two  Million
     Dollars ($2,000,000)  aggregate capital,  surplus and undivided profits, as
     shown  by its  last  published  report.  Upon  either  such  delivery  to a
     successor  custodian,  Custodian  will have no  further  duties  under this
     Agreement.  Thereafter  such bank or trust  company  will be the  successor
     custodian under this Agreement and

                                       12

<PAGE>



     will be entitled to reasonable  compensation for its services. In the event
     that no such  successor  custodian  can be found,  Fund will  submit to its
     shareholders,  before permitting  delivery of the cash and securities owned
     by Fund to anyone other than a successor custodian, the question of whether
     Fund will be  liquidated or function  without a custodian.  Notwithstanding
     the  foregoing   requirement  as  to  delivery  upon  termination  of  this
     Agreement,  Custodian may make any other delivery of the securities,  funds
     and property of Fund which is permitted  by the  Investment  Company Act of
     1940, Fund's Deed of Trust and Bylaws then in effect or apply to a court of
     competent jurisdiction for the appointment of a successor custodian.

     In addition to the  obligations  of Custodian  under this  Agreement,  upon
     termination  of this  Agreement  all records  maintained  by  Custodian  in
     machine readable form relating to the services to be performed by Custodian
     under this  Agreement  shall be surrendered to Fund or its agent in machine
     readable  form,  and Custodian  shall use its best efforts to assist in the
     conversion of such records to the recordkeeping  system of the successor to
     Custodian.

8.   NOTICES.  Notices,  requests,  instructions and other writings  received by
     Fund at Attn: Mr. Peter D. Jones,  Executive Vice President,  600 Cleveland
     Street,  Suite 800,  Clearwater,  Florida 33515 or at such other address as
     Fund may have  designated  to Custodian in writing,  will be deemed to have
     been properly given to Fund hereunder; and notices, requests,  instructions
     and other  writings  received by  Custodian  at its offices at 21 West 10th
     Street,  16th Floor,  Kansas City, Missouri 64105, or to such other address
     as it may have  designated to Fund in writing,  will be deemed to have been
     properly given to Custodian hereunder.

9.   MISCELLANEOUS.

     A.   This  Agreement is executed and delivered in the State of Missouri and
          shall be governed by the laws of said state.

     B.   All the terms and provisions of this Agreement  shall be binding upon,
          inure  to the  benefit  of,  and  be  enforceable  by  the  respective
          successor and assigns of the parties hereto.

     C.   No  provisions  of the  Agreement  may be amended or modified,  in any
          manner except by a written agreement properly  authorized and executed
          by both parties hereto.

     D.   The  captions  in this  Agreement  are  included  for  convenience  of
          reference  only, and in no way define or delimit any of the provisions
          hereof or otherwise affect their construction or effect.

     E.   This Agreement shall become  effective at the close of business on the
          3rd day of April, 1986.

     F.   This  Agreement  may  be  executed   simultaneously  in  two  or  more
          counterparts,  each of which  will be  deemed an  original  but all of
          which together will constitute one and the same instrument.

     G.   If any part, term or provision of this Agreement is by the courts held
          to be illegal,  in conflict  with any law or  otherwise  invalid,  the
          remaining portion or portions shall be considered severable and not be
          affected,  and the  rights and  obligations  of the  parties  shall be
          construed  and  enforced  as if the  Agreement  did  not  contain  the
          particular part, term or provision held to be illegal or invalid.

     H.   This  Agreement  may not be assigned  by either  party  without  prior
          written consent of the other party.

                                       13

<PAGE>



     I.   If any  provision of the  Agreement,  either in its present form or as
          amended from time to time,  limits,  qualifies  or conflicts  with the
          Investment   Company  Act  of  1940  and  the  rules  and  regulations
          promulgated thereunder,  such statutes, rules and regulations shall be
          deemed to control and supersede such provision  without  nullifying or
          terminating the remainder of the provisions of this Agreement.

     J.   A copy of the  Declaration  of Trust is on file with the  Secretary of
          the  Commonwealth.  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 not 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  authorized  corporate  officers,   and  their  respective
corporate seals to be affixed.

                                      INVESTORS FIDUCIARY TRUST COMPANY



                                      By:  /S/  Richard A. Winegar
                                           Richard A. Winegar, Vice President

(Corporate Seal)


ATTEST:

/S/ Cheryl J. Naegler
Cheryl J. Naegler, Assistant Secretary


                                       IDEX II

                                       By: /S/ Robert J. Druten
                                           Robert J. Druten
                                           President


(Corporate Seal)

ATTEST:

/S/ Ellen T. Stoutamire
Ellen T. Stoutamire
Assistant Secretary




                                       14

<PAGE>



                        INVESTORS FIDUCIARY TRUST COMPANY

                           IDEX GROUP OF MUTUAL FUNDS
                                  FEE SCHEDULE
                          January 1 - December 31, 1992

1.   PORTFOLIO ACCOUNTING AND SECURITY CUSTODY

     A.   Minimum Monthly Asset Fee

          There is a monthly  minimum  fee of  $2,250  per  fund/portfolio.  The
          monthly  minimum fee per portfolio  does not apply to any portfolio if
          the asset based fees discussed in I.B. and I.C. below produces greater
          revenue than the aggregate minimum would produce.

     B.   Domestic Securities

          a.   Asset-Based Fee on a Total Relationship Basis:

               5.4/100  of l% (5.4  basis  points)  on the first $50  million is
               assets  1.1/100 of l% (1.1 basis  points) on all assets in excess
               of $50 million

          b.   Transaction Fee

               Per Domestic Transaction - $20.00

     C.   Foreign Securities

          a.   Asset Based Fee per fund:

               22/100 of 1% (22 basis points) on all assets  (January 1-June 30,
               1992)  18/100 of 1% (18 basis  points) on all  assets  (Effective
               July 1, 1992)

          b.   Transaction Fee

               Per Transaction - $20.00

          c.   Fees for Emerging Markets quoted on an "as needed" basis.

     D.   Balance Credits

          IFTC will offset fees with balance  credits  calculated  at 85% of the
          bank credit rate (see below) applied to average custody collected cash
          balances for the month.  Balance  credits will be applied on a fund by
          fund basis and can be used to offset custody and portfolio  accounting
          fees. Any credits in excess of fees will be carried forward from month
          to  month  through  the  end of the  calendar  year.  For  calculation
          purposes, IFTC uses an actual/actual basis.

          Note: The bank credit rate is the equivalent to the lesser of:

          /bullet/ The average 91-day  Treasury Bill discount rate for the month
          or

          /bullet/  The average  Federal  Funds rate for the month less 50 basis
          points.




<PAGE>


Idex Group of Mutual Funds
Fee Schedule (Continued)



     E.   Overdraft Charges

          Fund  overdrafts will be calculated at the Prime rate (as published in
          the Wall Street Journal) and charged on a daily basis.

II.        NOTES TO THE ABOVE FEE SCHEDULE

     A.   Asset  based fees are payable  monthly at 1/12th of the annual  stated
          rate  based  on  monthly  average  net  assets,   except  for  foreign
          denominated  assets which will be computed on month end market  value.
          The  domestic  securities  asset  based fee will be  allocated  to the
          portfolios  based  upon each  portfolio's  proportionate  share of the
          total monthly average net assets.  The foreign  securities asset based
          fee will be a direct  charge  to each  portfolio  which  owns  foreign
          denominated securities.

     B.   The above schedule does not include out-of-pocket  expenses that would
          be incurred by IFTC on the fund's  behalf.  Examples of  out-of-pocket
          expenses  include  but are not limited to pricing  services,  postage,
          mailing  services,   magnetic  tapes,  microfilm,   microfiche,   FDIC
          insurance, foreign registration and script fees, and back-up recovery.
          IFTC bills out-of-pocket expenses separately from service fees.

     C.   The fees stated above are exclusive of terminal  equipment required in
          the client's location(s) and communication line costs.

     D.   Any fees or out-of-pocket expenses not paid within 30 days of the date
          of the  original  invoice will be charged a late payment fee of 1% per
          month until payment of the fees are received by IFTC.

     E.   The  above  fee  schedule  is  applicable  for  selections   made  and
          communicated within 90 days of the date of this proposal. The fees are
          guaranteed  for a one year period  commencing on the effective date of
          the service agreement between IFTC and the client.  All changes to the
          fee schedule will be communicated in writing at least 60 days prior to
          their effective date.



/S/ Stephen R. Hilliard                    /S/ Thomas R. Moriarty
- ------------------------                   -----------------------
Stephen R. Hilliard                        Thomas R. Moriarty
INVESTORS FIDUCIARY TRUST COMPANY          IDEX GROUP OF MUTUAL FUNDS

- ------------------------                   -------------------------
DATE                                       DATE



December 30, 1996

IDEX Series Fund
201 Highland Avenue
Largo, FL  34640

   RE:  IDEX Series Fund
        Offering of Shares of Beneficial Interest

Gentlemen:

     In my capacity as Vice  President,  Secretary and Counsel,  I have acted as
counsel for IDEX Series Fund (the  "Fund") and have  reviewed  the  Registration
Statement under the Securities Act of 1933 on Form N-1A, and amendments thereto,
with  respect  to the offer and sale of shares of  beneficial  interest,  no par
value, of the  above-referenced  Fund, including the "Rule 24f-2 Notice" for the
fiscal year ended  October 31, 1996,  registering  such shares  pursuant to such
Registration  Statement,  as amended,  in  accordance  with Rule 24f-2 under the
Investment Company Act of 1940.

     I have examined the Fund's Declaration of Trust and Bylaws, as amended; the
proceedings of its Board of Trustees  relating to the  authorization,  issuance,
and  proposed  sales of the shares;  and such other  records and  documents as I
deemed  relevant.  Based upon such  examination,  it is my opinion that upon the
issuance and sale of the shares of beneficial interest of the Fund in the manner
contemplated by the aforesaid  Registration  Statement,  as amended, such shares
were  validly  issued,  fully  paid  and  nonassessable  outstanding  shares  of
beneficial interest of the Fund.

Very truly yours,


/S/
Becky A. Ferrell
Vice President, Secretary and Counsel



November 29, 1996

IDEX Series Fund
201 Highland Avenue
Largo, FL  34640

   RE:  IDEX Series Fund
        Offering of Shares of Beneficial Interest

Gentlemen:

     In my capacity as Vice  President,  Secretary and Counsel,  I have acted as
counsel for IDEX Series Fund (the  "Fund") and have  reviewed  the  Registration
Statement under the Securities Act of 1933 on Form N-1A, and amendments thereto,
with  respect  to the offer and sale of shares of  beneficial  interest,  no par
value, of the  above-referenced  Fund, including the "Rule 24f-2 Notice" for the
fiscal year ended September 30, 1996,  registering  such shares pursuant to such
Registration  Statement,  as amended,  in  accordance  with Rule 24f-2 under the
Investment Company Act of 1940.

     I have examined the Fund's Declaration of Trust and Bylaws, as amended; the
proceedings of its Board of Trustees  relating to the  authorization,  issuance,
and  proposed  sales of the shares;  and such other  records and  documents as I
deemed  relevant.  Based upon such  examination,  it is my opinion that upon the
issuance and sale of the shares of beneficial interest of the Fund in the manner
contemplated by the aforesaid  Registration  Statement,  as amended, such shares
were  validly  issued,  fully  paid  and  nonassessable  outstanding  shares  of
beneficial interest of the Fund.

Very truly yours,


/S/
Becky A. Ferrell
Vice President, Secretary and Counsel


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby  consent to the  incorporation  by  reference  in the  Prospectus  and
Statement of Additional  Information  constituting parts of this  Post-Effective
Amendment No. 25 to the registration  statement on Form N-1A (the  "Registration
Statement") of our report dated November 8, 1996 and November 25, 1996, relating
to the financial  statements and financial highlights appearing in the September
30, 1996 and October 31, 1996 Annual Report to  Shareholders  of the IDEX Series
Fund, which is also  incorporated by reference into the Registration  Statement.
We also consent to the references to us under the heading "Financial Highlights"
in the  Prospectus  and under the heading  "Legal  Counsel and  Auditors" in the
Statement of Additional Information.





PRICE WATERHOUSE LLP
Kansas City, Missouri
January 30, 1997


[Letterhead]

                 CONSENT OF SUTHERLAND, ASBILL & BRENNAN, L.L.P.


     We consent to the  reference to our firm under the heading  "Legal  Counsel
and  Auditors"  in  the  statement  of   additional   information   included  in
Post-Effective  Amendment No. 25 to the Registration  Statement on Form N-1A for
IDEX Series Fund (File No.  33-2659).  In giving this  consent,  we do not admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933.





                                      SUTHERLAND, ASBILL & BRENNAN, L.L.P.



                                      By:  /s/  Kimberly J. Smith
                                                Kimberly J. Smith

Washington, D.C.
January 30, 1997



<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX AGGRESSIVE  GROWTH FOR THE PERIOD ENDED OCTOBER 31, 1996, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 061
   <NAME> IDEX AGGRESSIVE GROWTH/CLASS A
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                          22,451
<INVESTMENTS-AT-VALUE>                         25,951
<RECEIVABLES>                                     437
<ASSETS-OTHER>                                      0
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 26,388
<PAYABLE-FOR-SECURITIES>                          202
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                         127
<TOTAL-LIABILITIES>                               329
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                       24,014
<SHARES-COMMON-STOCK>                           1,397
<SHARES-COMMON-PRIOR>                           1,402
<ACCUMULATED-NII-CURRENT>                         (1)
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                       (1,455)
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                        3,501
<NET-ASSETS>                                   26,059
<DIVIDEND-INCOME>                                  12
<INTEREST-INCOME>                                   6
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     44
<NET-INVESTMENT-INCOME>                          (26)
<REALIZED-GAINS-CURRENT>                          248
<APPREC-INCREASE-CURRENT>                       (301)
<NET-CHANGE-FROM-OPS>                            (79)
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                            45
<NUMBER-OF-SHARES-REDEEMED>                        50
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                           (69)
<ACCUMULATED-NII-PRIOR>                           (1)
<ACCUMULATED-GAINS-PRIOR>                     (1,703)
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                              23
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    44
<AVERAGE-NET-ASSETS>                           22,443
<PER-SHARE-NAV-BEGIN>                           15.75
<PER-SHARE-NII>                                 (.01)
<PER-SHARE-GAIN-APPREC>                         (.04)
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             15.70
<EXPENSE-RATIO>                                  1.85
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX AGGRESSIVE  GROWTH FOR THE PERIOD ENDED OCTOBER 31, 1996, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 062
   <NAME> IDEX AGGRESSIVE GROWTH/CLASS B
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                          22,451
<INVESTMENTS-AT-VALUE>                         25,951
<RECEIVABLES>                                     437
<ASSETS-OTHER>                                      0
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 26,388
<PAYABLE-FOR-SECURITIES>                          202
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                         127
<TOTAL-LIABILITIES>                               329
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                       24,014
<SHARES-COMMON-STOCK>                              13
<SHARES-COMMON-PRIOR>                             115
<ACCUMULATED-NII-CURRENT>                         (1)
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                       (1,455)
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                        3,501
<NET-ASSETS>                                   26,059
<DIVIDEND-INCOME>                                  12
<INTEREST-INCOME>                                   6
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     44
<NET-INVESTMENT-INCOME>                          (26)
<REALIZED-GAINS-CURRENT>                          248
<APPREC-INCREASE-CURRENT>                       (301)
<NET-CHANGE-FROM-OPS>                            (75)
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                            13
<NUMBER-OF-SHARES-REDEEMED>                         0
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                           (69)
<ACCUMULATED-NII-PRIOR>                           (1)
<ACCUMULATED-GAINS-PRIOR>                     (1,703)
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                              23
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    44
<AVERAGE-NET-ASSETS>                            1,905
<PER-SHARE-NAV-BEGIN>                           15.63
<PER-SHARE-NII>                                 (.01)
<PER-SHARE-GAIN-APPREC>                         (.04)
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             15.58
<EXPENSE-RATIO>                                  2.50
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX AGGRESSIVE  GROWTH FOR THE PERIOD ENDED OCTOBER 31, 1996, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 063
   <NAME> IDEX AGGRESSIVE GROWTH/CLASS C
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                          22,451
<INVESTMENTS-AT-VALUE>                         25,951
<RECEIVABLES>                                     437
<ASSETS-OTHER>                                      0
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 26,388
<PAYABLE-FOR-SECURITIES>                          202
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                         127
<TOTAL-LIABILITIES>                               329
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                       24,014
<SHARES-COMMON-STOCK>                             137
<SHARES-COMMON-PRIOR>                             144
<ACCUMULATED-NII-CURRENT>                         (1)
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                       (1,455)
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                        3,501
<NET-ASSETS>                                   26,059
<DIVIDEND-INCOME>                                  12
<INTEREST-INCOME>                                   6
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     44
<NET-INVESTMENT-INCOME>                          (26)
<REALIZED-GAINS-CURRENT>                          248
<APPREC-INCREASE-CURRENT>                       (301)
<NET-CHANGE-FROM-OPS>                            (79)
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                             3
<NUMBER-OF-SHARES-REDEEMED>                        10
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                           (69)
<ACCUMULATED-NII-PRIOR>                           (1)
<ACCUMULATED-GAINS-PRIOR>                     (1,703)
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                              23
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    44
<AVERAGE-NET-ASSETS>                            2,211
<PER-SHARE-NAV-BEGIN>                           15.65
<PER-SHARE-NII>                                 (.01)
<PER-SHARE-GAIN-APPREC>                         (.04)
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             15.60
<EXPENSE-RATIO>                                  2.40
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX CAPITAL  APPRECIATION  FOR THE PERIOD ENDED OCTOBER 31, 1996,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 071
   <NAME> IDEX CAPITAL APPRECIATION/CLASS A
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                          20,318
<INVESTMENTS-AT-VALUE>                         23,331
<RECEIVABLES>                                     560
<ASSETS-OTHER>                                    211
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 24,102
<PAYABLE-FOR-SECURITIES>                          262
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                         115
<TOTAL-LIABILITIES>                               377
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                       20,480
<SHARES-COMMON-STOCK>                           1,249
<SHARES-COMMON-PRIOR>                           1,188
<ACCUMULATED-NII-CURRENT>                         (1)
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                           285
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                        2,961
<NET-ASSETS>                                   23,725
<DIVIDEND-INCOME>                                   4
<INTEREST-INCOME>                                   5
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     40
<NET-INVESTMENT-INCOME>                          (31)
<REALIZED-GAINS-CURRENT>                         (27)
<APPREC-INCREASE-CURRENT>                       (358)
<NET-CHANGE-FROM-OPS>                           (416)
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                           231
<NUMBER-OF-SHARES-REDEEMED>                       170
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                            621
<ACCUMULATED-NII-PRIOR>                          (67)
<ACCUMULATED-GAINS-PRIOR>                         431
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                              20
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    40
<AVERAGE-NET-ASSETS>                           19,395
<PER-SHARE-NAV-BEGIN>                           15.75
<PER-SHARE-NII>                                (0.02)
<PER-SHARE-GAIN-APPREC>                        (0.24)
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             15.49
<EXPENSE-RATIO>                                  1.85
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX CAPITAL  APPRECIATION  FOR THE PERIOD ENDED OCTOBER 31, 1996,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 072
   <NAME> IDEX CAPITAL APPRECIATION/CLASS B
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                          20,318
<INVESTMENTS-AT-VALUE>                         23,331
<RECEIVABLES>                                     560
<ASSETS-OTHER>                                    211
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 24,102
<PAYABLE-FOR-SECURITIES>                          262
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                         115
<TOTAL-LIABILITIES>                               377
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                       20,480
<SHARES-COMMON-STOCK>                             138
<SHARES-COMMON-PRIOR>                             129
<ACCUMULATED-NII-CURRENT>                         (1)
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                           285
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                        2,961
<NET-ASSETS>                                   23,725
<DIVIDEND-INCOME>                                   4
<INTEREST-INCOME>                                   5
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     40
<NET-INVESTMENT-INCOME>                          (31)
<REALIZED-GAINS-CURRENT>                         (27)
<APPREC-INCREASE-CURRENT>                       (358)
<NET-CHANGE-FROM-OPS>                           (416)
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                            14
<NUMBER-OF-SHARES-REDEEMED>                         5
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                            621
<ACCUMULATED-NII-PRIOR>                          (67)
<ACCUMULATED-GAINS-PRIOR>                         431
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                              20
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    40
<AVERAGE-NET-ASSETS>                            2,117
<PER-SHARE-NAV-BEGIN>                           15.69
<PER-SHARE-NII>                                (0.03)
<PER-SHARE-GAIN-APPREC>                        (0.24)
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             15.42
<EXPENSE-RATIO>                                  2.50
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX CAPITAL  APPRECIATION  FOR THE PERIOD ENDED OCTOBER 31, 1996,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  00787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 073
   <NAME> IDEX CAPITAL APPRECIATION/CLASS C
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                          20,318
<INVESTMENTS-AT-VALUE>                         23,331
<RECEIVABLES>                                     560
<ASSETS-OTHER>                                    211
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 24,102
<PAYABLE-FOR-SECURITIES>                          262
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                         115
<TOTAL-LIABILITIES>                               377
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                       20,480
<SHARES-COMMON-STOCK>                             145
<SHARES-COMMON-PRIOR>                             151
<ACCUMULATED-NII-CURRENT>                         (1)
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                           285
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                        2,961
<NET-ASSETS>                                   23,725
<DIVIDEND-INCOME>                                   4
<INTEREST-INCOME>                                   5
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     40
<NET-INVESTMENT-INCOME>                          (31)
<REALIZED-GAINS-CURRENT>                         (27)
<APPREC-INCREASE-CURRENT>                       (358)
<NET-CHANGE-FROM-OPS>                           (416)
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                             7
<NUMBER-OF-SHARES-REDEEMED>                        13
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                            621
<ACCUMULATED-NII-PRIOR>                          (67)
<ACCUMULATED-GAINS-PRIOR>                         431
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                              20
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    40
<AVERAGE-NET-ASSETS>                            2,285
<PER-SHARE-NAV-BEGIN>                           15.70
<PER-SHARE-NII>                                (0.03)
<PER-SHARE-GAIN-APPREC>                        (0.24)
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             15.43
<EXPENSE-RATIO>                                  2.40
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX  GLOBAL  FOR THE  PERIOD  ENDED  OCTOBER  31,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL  STATEMENTS.  
</LEGEND>
<CIK> 0000787623
<NAME> IDEX SERIES FUND 
<SERIES>
   <NUMBER> 041
   <NAME> IDEX GLOBAL/CLASS A
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                         125,393
<INVESTMENTS-AT-VALUE>                        147,650
<RECEIVABLES>                                   3,905
<ASSETS-OTHER>                                    663
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                152,218
<PAYABLE-FOR-SECURITIES>                          661
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                       1,130
<TOTAL-LIABILITIES>                             1,791
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                      112,843
<SHARES-COMMON-STOCK>                           6,349
<SHARES-COMMON-PRIOR>                           6,138
<ACCUMULATED-NII-CURRENT>                        (13)
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                        15,055
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                       22,542
<NET-ASSETS>                                  150,427
<DIVIDEND-INCOME>                                  67
<INTEREST-INCOME>                                  50
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                    270
<NET-INVESTMENT-INCOME>                         (153)
<REALIZED-GAINS-CURRENT>                        2,413
<APPREC-INCREASE-CURRENT>                     (2,313)
<NET-CHANGE-FROM-OPS>                            (53)
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                           341
<NUMBER-OF-SHARES-REDEEMED>                       130
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                          5,999
<ACCUMULATED-NII-PRIOR>                          (13)
<ACCUMULATED-GAINS-PRIOR>                      12,795
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                             127
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                   272
<AVERAGE-NET-ASSETS>                          135,478
<PER-SHARE-NAV-BEGIN>                           21.40
<PER-SHARE-NII>                                (0.02)
<PER-SHARE-GAIN-APPREC>                          0.01
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             21.39
<EXPENSE-RATIO>                                  2.07
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX  GLOBAL  FOR THE  PERIOD  ENDED  OCTOBER  31,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL  STATEMENTS.  
</LEGEND>
<CIK> 0000787623 
<NAME> IDEX SERIES FUND 
<SERIES>
   <NUMBER> 042
   <NAME> IDEX GLOBAL/CLASS B
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                         125,393
<INVESTMENTS-AT-VALUE>                        147,650
<RECEIVABLES>                                   3,905
<ASSETS-OTHER>                                    663
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                152,218
<PAYABLE-FOR-SECURITIES>                          661
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                       1,130
<TOTAL-LIABILITIES>                             1,791
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                      112,843
<SHARES-COMMON-STOCK>                             282
<SHARES-COMMON-PRIOR>                             237
<ACCUMULATED-NII-CURRENT>                        (13)
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                        15,055
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                       22,542
<NET-ASSETS>                                  150,427
<DIVIDEND-INCOME>                                  67
<INTEREST-INCOME>                                  50
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                    270
<NET-INVESTMENT-INCOME>                         (153)
<REALIZED-GAINS-CURRENT>                        2,413
<APPREC-INCREASE-CURRENT>                     (2,313)
<NET-CHANGE-FROM-OPS>                            (53)
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                            49
<NUMBER-OF-SHARES-REDEEMED>                         4
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                          5,999
<ACCUMULATED-NII-PRIOR>                          (13)
<ACCUMULATED-GAINS-PRIOR>                      12,795
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                             127
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                   272
<AVERAGE-NET-ASSETS>                            5,562
<PER-SHARE-NAV-BEGIN>                           21.14
<PER-SHARE-NII>                                (0.02)
<PER-SHARE-GAIN-APPREC>                          0.01
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             21.13
<EXPENSE-RATIO>                                  2.72
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX  GLOBAL  FOR THE  PERIOD  ENDED  OCTOBER  31,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL  STATEMENTS.  
</LEGEND>
<CIK> 0000787623 
<NAME> IDEX SERIES FUND 
<SERIES>
   <NUMBER> 043
   <NAME> IDEX GLOBAL/CLASS C
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                         125,393
<INVESTMENTS-AT-VALUE>                        147,650
<RECEIVABLES>                                   3,905
<ASSETS-OTHER>                                    663
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                152,218
<PAYABLE-FOR-SECURITIES>                          661
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                       1,130
<TOTAL-LIABILITIES>                             1,791
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                      112,843
<SHARES-COMMON-STOCK>                             410
<SHARES-COMMON-PRIOR>                             384
<ACCUMULATED-NII-CURRENT>                        (13)
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                        15,055
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                       22,542
<NET-ASSETS>                                  150,427
<DIVIDEND-INCOME>                                  67
<INTEREST-INCOME>                                  50
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                    270
<NET-INVESTMENT-INCOME>                         (153)
<REALIZED-GAINS-CURRENT>                        2,413
<APPREC-INCREASE-CURRENT>                     (2,313)
<NET-CHANGE-FROM-OPS>                            (53)
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                            35
<NUMBER-OF-SHARES-REDEEMED>                         9
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                          5,999
<ACCUMULATED-NII-PRIOR>                          (13)
<ACCUMULATED-GAINS-PRIOR>                      12,795
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                             127
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                   272
<AVERAGE-NET-ASSETS>                            8,489
<PER-SHARE-NAV-BEGIN>                           21.04
<PER-SHARE-NII>                                (0.02)
<PER-SHARE-GAIN-APPREC>                          0.01
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             21.03
<EXPENSE-RATIO>                                  2.62
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX  GROWTH  FOR THE  PERIOD  ENDED  OCTOBER  31,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL  STATEMENTS.  
</LEGEND>
<CIK> 0000787623 
<NAME> IDEX SERIES FUND 
<SERIES>
   <NUMBER> 011
   <NAME> IDEX GROWTH/CLASS A
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                         828,975
<INVESTMENTS-AT-VALUE>                      1,154,714
<RECEIVABLES>                                   9,282
<ASSETS-OTHER>                                    457
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                              1,164,752
<PAYABLE-FOR-SECURITIES>                        7,876
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                       1,702
<TOTAL-LIABILITIES>                             9,578
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                      805,278
<SHARES-COMMON-STOCK>                          25,720
<SHARES-COMMON-PRIOR>                          25,553
<ACCUMULATED-NII-CURRENT>                          20
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                        23,722
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                      326,154
<NET-ASSETS>                                1,155,174
<DIVIDEND-INCOME>                                 622
<INTEREST-INCOME>                                 917
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                  1,505
<NET-INVESTMENT-INCOME>                            34
<REALIZED-GAINS-CURRENT>                       18,010
<APPREC-INCREASE-CURRENT>                    (30,572)
<NET-CHANGE-FROM-OPS>                        (12,528)
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                           690
<NUMBER-OF-SHARES-REDEEMED>                       523
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                       (13,598)
<ACCUMULATED-NII-PRIOR>                          (44)
<ACCUMULATED-GAINS-PRIOR>                       5,735
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                             953
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                 1,505
<AVERAGE-NET-ASSETS>                          571,000
<PER-SHARE-NAV-BEGIN>                           22.21
<PER-SHARE-NII>                                     0
<PER-SHARE-GAIN-APPREC>                        (0.24)
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             21.97
<EXPENSE-RATIO>                                  1.68
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX  GROWTH  FOR THE  PERIOD  ENDED  OCTOBER  31,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL  STATEMENTS.  
</LEGEND>
<CIK> 0000787623 
<NAME> IDEX SERIES FUND 
<SERIES>
   <NUMBER> 012
   <NAME> IDEX GROWTH/CLASS B
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                         828,975
<INVESTMENTS-AT-VALUE>                      1,154,714
<RECEIVABLES>                                   9,282
<ASSETS-OTHER>                                    457
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                              1,164,752
<PAYABLE-FOR-SECURITIES>                        7,876
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                       1,702
<TOTAL-LIABILITIES>                             9,578
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                      805,278
<SHARES-COMMON-STOCK>                             243
<SHARES-COMMON-PRIOR>                             208
<ACCUMULATED-NII-CURRENT>                          20
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                        23,722
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                      326,154
<NET-ASSETS>                                1,155,174
<DIVIDEND-INCOME>                                 622
<INTEREST-INCOME>                                 917
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                  1,505
<NET-INVESTMENT-INCOME>                            34
<REALIZED-GAINS-CURRENT>                       18,010
<APPREC-INCREASE-CURRENT>                    (30,572)
<NET-CHANGE-FROM-OPS>                        (12,528)
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                            36
<NUMBER-OF-SHARES-REDEEMED>                         1
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                       (13,598)
<ACCUMULATED-NII-PRIOR>                          (44)
<ACCUMULATED-GAINS-PRIOR>                       5,735
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                             953
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                 1,505
<AVERAGE-NET-ASSETS>                            4,971
<PER-SHARE-NAV-BEGIN>                           21.85
<PER-SHARE-NII>                                (0.01)
<PER-SHARE-GAIN-APPREC>                        (0.24)
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             21.60
<EXPENSE-RATIO>                                  2.32
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX  GROWTH  FOR THE  PERIOD  ENDED  OCTOBER  31,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL  STATEMENTS.  
</LEGEND>
<CIK> 0000787623 
<NAME> IDEX SERIES FUND 
<SERIES>
   <NUMBER> 013
   <NAME> IDEX GROWTH/CLASS C
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                         828,975
<INVESTMENTS-AT-VALUE>                      1,154,714
<RECEIVABLES>                                   9,282
<ASSETS-OTHER>                                    457
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                              1,164,752
<PAYABLE-FOR-SECURITIES>                        7,876
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                       1,702
<TOTAL-LIABILITIES>                             9,578
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                      805,278
<SHARES-COMMON-STOCK>                             509
<SHARES-COMMON-PRIOR>                             510
<ACCUMULATED-NII-CURRENT>                          20
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                        23,722
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                      326,154
<NET-ASSETS>                                1,155,174
<DIVIDEND-INCOME>                                 622
<INTEREST-INCOME>                                 917
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                  1,505
<NET-INVESTMENT-INCOME>                            34
<REALIZED-GAINS-CURRENT>                       18,010
<APPREC-INCREASE-CURRENT>                    (30,598)
<NET-CHANGE-FROM-OPS>                        (12,528)
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                            21
<NUMBER-OF-SHARES-REDEEMED>                        22
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                       (13,598)
<ACCUMULATED-NII-PRIOR>                          (44)
<ACCUMULATED-GAINS-PRIOR>                       5,735
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                             953
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                 1,505
<AVERAGE-NET-ASSETS>                           11,222
<PER-SHARE-NAV-BEGIN>                           21.91
<PER-SHARE-NII>                                (0.02)
<PER-SHARE-GAIN-APPREC>                        (0.24)
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             21.65
<EXPENSE-RATIO>                                  2.23
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX  GROWTH  FOR THE  PERIOD  ENDED  OCTOBER  31,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL  STATEMENTS.  
</LEGEND>
<CIK> 0000787623 
<NAME> IDEX SERIES FUND 
<SERIES>
   <NUMBER> 014
   <NAME> IDEX GROWTH/CLASS T
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                         828,975
<INVESTMENTS-AT-VALUE>                      1,154,714
<RECEIVABLES>                                   9,282
<ASSETS-OTHER>                                    457
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                              1,164,752
<PAYABLE-FOR-SECURITIES>                        7,876
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                       1,702
<TOTAL-LIABILITIES>                             9,578
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                      805,278
<SHARES-COMMON-STOCK>                          25,887
<SHARES-COMMON-PRIOR>                          26,132
<ACCUMULATED-NII-CURRENT>                          20
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                        23,722
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                      326,154
<NET-ASSETS>                                1,155,174
<DIVIDEND-INCOME>                                 620
<INTEREST-INCOME>                                 917
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                  1,505
<NET-INVESTMENT-INCOME>                            34
<REALIZED-GAINS-CURRENT>                       18,010
<APPREC-INCREASE-CURRENT>                    (30,572)
<NET-CHANGE-FROM-OPS>                        (12,528)
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                           136
<NUMBER-OF-SHARES-REDEEMED>                       381
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                       (13,598)
<ACCUMULATED-NII-PRIOR>                          (44)
<ACCUMULATED-GAINS-PRIOR>                       5,735
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                             953
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                 1,505
<AVERAGE-NET-ASSETS>                          585,302
<PER-SHARE-NAV-BEGIN>                           22.41
<PER-SHARE-NII>                                     0
<PER-SHARE-GAIN-APPREC>                          0.24
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             22.17
<EXPENSE-RATIO>                                  1.33
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX C.A.S.E. GROWTH FOR THE PERIOD ENDED OCTOBER 31, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 111
   <NAME> IDEX C.A.S.E./CLASS A
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                           3,502
<INVESTMENTS-AT-VALUE>                          3,625
<RECEIVABLES>                                      36
<ASSETS-OTHER>                                     19
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                  3,680
<PAYABLE-FOR-SECURITIES>                          128
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                          31
<TOTAL-LIABILITIES>                               159
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                        3,401
<SHARES-COMMON-STOCK>                             158
<SHARES-COMMON-PRIOR>                              13
<ACCUMULATED-NII-CURRENT>                         175
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                         (178)
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                          123
<NET-ASSETS>                                    3,521
<DIVIDEND-INCOME>                                   2
<INTEREST-INCOME>                                   3
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                      6
<NET-INVESTMENT-INCOME>                           (1)
<REALIZED-GAINS-CURRENT>                           12
<APPREC-INCREASE-CURRENT>                          21
<NET-CHANGE-FROM-OPS>                              32
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                            20
<NUMBER-OF-SHARES-REDEEMED>                         1
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                            353
<ACCUMULATED-NII-PRIOR>                             0
<ACCUMULATED-GAINS-PRIOR>                           0
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                               3
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                     6
<AVERAGE-NET-ASSETS>                            1,570
<PER-SHARE-NAV-BEGIN>                           10.46
<PER-SHARE-NII>                                (0.07)
<PER-SHARE-GAIN-APPREC>                          0.17
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             10.56
<EXPENSE-RATIO>                                  1.84
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX C.A.S.E. GROWTH FOR THE PERIOD ENDED OCTOBER 31, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 112
   <NAME> IDEX C.A.S.E./CLASS B
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                           3,502
<INVESTMENTS-AT-VALUE>                          3,625
<RECEIVABLES>                                      36
<ASSETS-OTHER>                                     19
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                  3,680
<PAYABLE-FOR-SECURITIES>                          128
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                          31
<TOTAL-LIABILITIES>                               159
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                        3,401
<SHARES-COMMON-STOCK>                             110
<SHARES-COMMON-PRIOR>                             106
<ACCUMULATED-NII-CURRENT>                         175
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                         (178)
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                          123
<NET-ASSETS>                                    3,521
<DIVIDEND-INCOME>                                   2
<INTEREST-INCOME>                                   3
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                      6
<NET-INVESTMENT-INCOME>                           (1)
<REALIZED-GAINS-CURRENT>                           12
<APPREC-INCREASE-CURRENT>                          21
<NET-CHANGE-FROM-OPS>                              32
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                             6
<NUMBER-OF-SHARES-REDEEMED>                         2
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                            353
<ACCUMULATED-NII-PRIOR>                             0
<ACCUMULATED-GAINS-PRIOR>                           0
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                               3
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                     6
<AVERAGE-NET-ASSETS>                            1,119
<PER-SHARE-NAV-BEGIN>                           10.41
<PER-SHARE-NII>                                (0.07)
<PER-SHARE-GAIN-APPREC>                          0.17
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             10.51
<EXPENSE-RATIO>                                  2.49
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX II C.A.S.E  GROWTH FOR THE PERIOD ENDED OCTOBER 31, 1996, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 113
   <NAME> IDEX C.A.S.E./CLASS C
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                           3,502
<INVESTMENTS-AT-VALUE>                          3,625
<RECEIVABLES>                                      36
<ASSETS-OTHER>                                     19
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                  3,680
<PAYABLE-FOR-SECURITIES>                          128
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                          31
<TOTAL-LIABILITIES>                               159
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                        3,401
<SHARES-COMMON-STOCK>                              65
<SHARES-COMMON-PRIOR>                              59
<ACCUMULATED-NII-CURRENT>                         175
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                         (178)
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                          123
<NET-ASSETS>                                    3,521
<DIVIDEND-INCOME>                                   2
<INTEREST-INCOME>                                   3
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                      6
<NET-INVESTMENT-INCOME>                           (1)
<REALIZED-GAINS-CURRENT>                           12
<APPREC-INCREASE-CURRENT>                          21
<NET-CHANGE-FROM-OPS>                              32
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                            14
<NUMBER-OF-SHARES-REDEEMED>                         8
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                            353
<ACCUMULATED-NII-PRIOR>                             0
<ACCUMULATED-GAINS-PRIOR>                           0
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                               3
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                     6
<AVERAGE-NET-ASSETS>                              634
<PER-SHARE-NAV-BEGIN>                           10.42
<PER-SHARE-NII>                                (0.07)
<PER-SHARE-GAIN-APPREC>                          0.17
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             10.52
<EXPENSE-RATIO>                                  2.39
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX II TACTICAL ASSET ALLOCATION FOR THE PERIOD ENDED OCTOBER 31,
1996,  AND  IS  QUALIFIED  IN  ITS  ENTIRETY  BY  REFERENCE  TO  SUCH  FINANCIAL
STATEMENTS. 
</LEGEND> 
<CIK> 0000787623 
<NAME> IDEX SERIES FUND 
<SERIES>
   <NUMBER> 101
   <NAME> IDEX TACTICAL ASSET ALLOCATION/CLASS A
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                          17,493
<INVESTMENTS-AT-VALUE>                         18,198
<RECEIVABLES>                                     209
<ASSETS-OTHER>                                      0
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 18,407
<PAYABLE-FOR-SECURITIES>                          110
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                         130
<TOTAL-LIABILITIES>                               240
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                       17,386
<SHARES-COMMON-STOCK>                             750
<SHARES-COMMON-PRIOR>                             671
<ACCUMULATED-NII-CURRENT>                          14
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                            62
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                          705
<NET-ASSETS>                                   18,167
<DIVIDEND-INCOME>                                  10
<INTEREST-INCOME>                                  36
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     32
<NET-INVESTMENT-INCOME>                            14
<REALIZED-GAINS-CURRENT>                           14
<APPREC-INCREASE-CURRENT>                         218
<NET-CHANGE-FROM-OPS>                             246
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                            87
<NUMBER-OF-SHARES-REDEEMED>                         8
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                          1,277
<ACCUMULATED-NII-PRIOR>                             1
<ACCUMULATED-GAINS-PRIOR>                          48
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                              15
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    32
<AVERAGE-NET-ASSETS>                            7,818
<PER-SHARE-NAV-BEGIN>                           11.03
<PER-SHARE-NII>                                  0.02
<PER-SHARE-GAIN-APPREC>                          0.14
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             11.19
<EXPENSE-RATIO>                                  1.85
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX II TACTICAL ASSET ALLOCATION FOR THE PERIOD ENDED OCTOBER 31,
1996,  AND  IS  QUALIFIED  IN  ITS  ENTIRETY  BY  REFERENCE  TO  SUCH  FINANCIAL
STATEMENTS. 
</LEGEND> 
<CIK> 0000787623 
<NAME> IDEX SERIES FUND 
<SERIES>
   <NUMBER> 102
   <NAME> IDEX TACTICAL ASSET ALLOCATION/CLASS B
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                          17,493
<INVESTMENTS-AT-VALUE>                         18,198
<RECEIVABLES>                                     209
<ASSETS-OTHER>                                      0
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 18,407
<PAYABLE-FOR-SECURITIES>                          110
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                         130
<TOTAL-LIABILITIES>                               240
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                       17,386
<SHARES-COMMON-STOCK>                             449
<SHARES-COMMON-PRIOR>                             440
<ACCUMULATED-NII-CURRENT>                          14
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                            62
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                          705
<NET-ASSETS>                                   18,167
<DIVIDEND-INCOME>                                  10
<INTEREST-INCOME>                                  36
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     32
<NET-INVESTMENT-INCOME>                            14
<REALIZED-GAINS-CURRENT>                           48
<APPREC-INCREASE-CURRENT>                         218
<NET-CHANGE-FROM-OPS>                             246
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                            18
<NUMBER-OF-SHARES-REDEEMED>                         9
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                          1,277
<ACCUMULATED-NII-PRIOR>                             1
<ACCUMULATED-GAINS-PRIOR>                          48
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                              15
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    32
<AVERAGE-NET-ASSETS>                            4,935
<PER-SHARE-NAV-BEGIN>                           11.02
<PER-SHARE-NII>                                  0.02
<PER-SHARE-GAIN-APPREC>                          0.14
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             11.18
<EXPENSE-RATIO>                                  2.50
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX II TACTICAL ASSET ALLOCATION FOR THE PERIOD ENDED OCTOBER 31,
1996,  AND  IS  QUALIFIED  IN  ITS  ENTIRETY  BY  REFERENCE  TO  SUCH  FINANCIAL
STATEMENTS. 
</LEGEND> 
<CIK> 0000787623 
<NAME> IDEX SERIES FUND 
<SERIES>
   <NUMBER> 103
   <NAME> IDEX TACTICAL ASSET ALLOCATION/CLASS C
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                          17,493
<INVESTMENTS-AT-VALUE>                         18,198
<RECEIVABLES>                                     209
<ASSETS-OTHER>                                      0
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 18,407
<PAYABLE-FOR-SECURITIES>                          110
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                         130
<TOTAL-LIABILITIES>                               240
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                       17,386
<SHARES-COMMON-STOCK>                             425
<SHARES-COMMON-PRIOR>                             421
<ACCUMULATED-NII-CURRENT>                          14
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                            62
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                          705
<NET-ASSETS>                                   18,167
<DIVIDEND-INCOME>                                  10
<INTEREST-INCOME>                                  36
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     32
<NET-INVESTMENT-INCOME>                            14
<REALIZED-GAINS-CURRENT>                           14
<APPREC-INCREASE-CURRENT>                         218
<NET-CHANGE-FROM-OPS>                             246
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                            20
<NUMBER-OF-SHARES-REDEEMED>                        16
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                          1,277
<ACCUMULATED-NII-PRIOR>                             1
<ACCUMULATED-GAINS-PRIOR>                          48
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                              15
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    32
<AVERAGE-NET-ASSETS>                            4,686
<PER-SHARE-NAV-BEGIN>                           11.03
<PER-SHARE-NII>                                  0.01
<PER-SHARE-GAIN-APPREC>                          0.14
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             11.18
<EXPENSE-RATIO>                                  2.40
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX  EQUITY-INCOME  FOR THE PERIOD ENDED OCTOBER 31, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 081
   <NAME> IDEX EQUITY-INCOME/CLASS A
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                          13,847
<INVESTMENTS-AT-VALUE>                         15,164
<RECEIVABLES>                                     292
<ASSETS-OTHER>                                      0
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 15,456
<PAYABLE-FOR-SECURITIES>                          160
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                          76
<TOTAL-LIABILITIES>                               236
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                       13,493
<SHARES-COMMON-STOCK>                             875
<SHARES-COMMON-PRIOR>                             853
<ACCUMULATED-NII-CURRENT>                          34
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                           376
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                        1,317
<NET-ASSETS>                                   15,220
<DIVIDEND-INCOME>                                  20
<INTEREST-INCOME>                                  22
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     25
<NET-INVESTMENT-INCOME>                            17
<REALIZED-GAINS-CURRENT>                           36
<APPREC-INCREASE-CURRENT>                         120
<NET-CHANGE-FROM-OPS>                             173
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                            48
<NUMBER-OF-SHARES-REDEEMED>                        26
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                            641
<ACCUMULATED-NII-PRIOR>                            17
<ACCUMULATED-GAINS-PRIOR>                         339
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                              13
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    25
<AVERAGE-NET-ASSETS>                           11,503
<PER-SHARE-NAV-BEGIN>                           13.27
<PER-SHARE-NII>                                  0.01
<PER-SHARE-GAIN-APPREC>                          0.15
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             13.43
<EXPENSE-RATIO>                                  1.82
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX  EQUITY-INCOME  FOR THE PERIOD ENDED OCTOBER 31, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 082
   <NAME> IDEX EQUITY-INCOME/CLASS B
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                          13,847
<INVESTMENTS-AT-VALUE>                         15,164
<RECEIVABLES>                                     292
<ASSETS-OTHER>                                      6
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 15,456
<PAYABLE-FOR-SECURITIES>                          160
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                          76
<TOTAL-LIABILITIES>                               236
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                       13,493
<SHARES-COMMON-STOCK>                             125
<SHARES-COMMON-PRIOR>                             116
<ACCUMULATED-NII-CURRENT>                          34
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                           376
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                        1,317
<NET-ASSETS>                                   15,220
<DIVIDEND-INCOME>                                  20
<INTEREST-INCOME>                                  22
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     25
<NET-INVESTMENT-INCOME>                            17
<REALIZED-GAINS-CURRENT>                           36
<APPREC-INCREASE-CURRENT>                         120
<NET-CHANGE-FROM-OPS>                             173
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                            10
<NUMBER-OF-SHARES-REDEEMED>                         1
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                            641
<ACCUMULATED-NII-PRIOR>                            17
<ACCUMULATED-GAINS-PRIOR>                         339
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                              13
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    25
<AVERAGE-NET-ASSETS>                            1,625
<PER-SHARE-NAV-BEGIN>                           13.27
<PER-SHARE-NII>                                     0
<PER-SHARE-GAIN-APPREC>                          0.15
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             13.42
<EXPENSE-RATIO>                                  2.47
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX  EQUITY-INCOME  FOR THE PERIOD ENDED OCTOBER 31, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL  STATEMENTS.  
</LEGEND>
<CIK> 0000787623 
<NAME> IDEX SERIES FUND 
<SERIES>
   <NUMBER> 083
   <NAME> IDEX EQUITY-INCOME/CLASS C
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                       <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                          13,847
<INVESTMENTS-AT-VALUE>                         15,164
<RECEIVABLES>                                     292
<ASSETS-OTHER>                                      0
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 15,456
<PAYABLE-FOR-SECURITIES>                          160
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                          76
<TOTAL-LIABILITIES>                               236
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                       13,493
<SHARES-COMMON-STOCK>                             133
<SHARES-COMMON-PRIOR>                             130
<ACCUMULATED-NII-CURRENT>                          34
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                           376
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                        1,317
<NET-ASSETS>                                   15,220
<DIVIDEND-INCOME>                                  20
<INTEREST-INCOME>                                  22
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     25
<NET-INVESTMENT-INCOME>                            17
<REALIZED-GAINS-CURRENT>                           36
<APPREC-INCREASE-CURRENT>                         120
<NET-CHANGE-FROM-OPS>                             173
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                             6
<NUMBER-OF-SHARES-REDEEMED>                         3
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                            641
<ACCUMULATED-NII-PRIOR>                            17
<ACCUMULATED-GAINS-PRIOR>                         339
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                              13
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    25
<AVERAGE-NET-ASSETS>                            1,770
<PER-SHARE-NAV-BEGIN>                           13.27
<PER-SHARE-NII>                                     0
<PER-SHARE-GAIN-APPREC>                          0.15
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             13.42
<EXPENSE-RATIO>                                  2.37
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX  BALANCED  FOR THE PERIOD  ENDED  OCTOBER 31,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 091
   <NAME> IDEX BALANCED/CLASS A
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                           9,626
<INVESTMENTS-AT-VALUE>                         10,260
<RECEIVABLES>                                     227
<ASSETS-OTHER>                                      6
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 10,499
<PAYABLE-FOR-SECURITIES>                          186
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                          66
<TOTAL-LIABILITIES>                               252
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                        8,239
<SHARES-COMMON-STOCK>                             619
<SHARES-COMMON-PRIOR>                             598
<ACCUMULATED-NII-CURRENT>                          23
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                         1,358
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                          627
<NET-ASSETS>                                   10,247
<DIVIDEND-INCOME>                                   6
<INTEREST-INCOME>                                  25
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     16
<NET-INVESTMENT-INCOME>                            15
<REALIZED-GAINS-CURRENT>                           74
<APPREC-INCREASE-CURRENT>                        (12)
<NET-CHANGE-FROM-OPS>                              77
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                            27
<NUMBER-OF-SHARES-REDEEMED>                         6
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                            561
<ACCUMULATED-NII-PRIOR>                             9
<ACCUMULATED-GAINS-PRIOR>                       1,282
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                               8
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    16
<AVERAGE-NET-ASSETS>                            8,312
<PER-SHARE-NAV-BEGIN>                           13.47
<PER-SHARE-NII>                                  0.01
<PER-SHARE-GAIN-APPREC>                          0.10
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             13.58
<EXPENSE-RATIO>                                  1.85
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX  BALANCED  FOR THE PERIOD  ENDED  OCTOBER 31,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 092
   <NAME> IDEX BALANCED/CLASS B
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                           9,626
<INVESTMENTS-AT-VALUE>                         10,260
<RECEIVABLES>                                     227
<ASSETS-OTHER>                                      6
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 10,499
<PAYABLE-FOR-SECURITIES>                          186
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                          66
<TOTAL-LIABILITIES>                               252
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                        8,239
<SHARES-COMMON-STOCK>                              65
<SHARES-COMMON-PRIOR>                              51
<ACCUMULATED-NII-CURRENT>                          23
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                         1,358
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                          627
<NET-ASSETS>                                   10,247
<DIVIDEND-INCOME>                                   6
<INTEREST-INCOME>                                  25
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     16
<NET-INVESTMENT-INCOME>                            15
<REALIZED-GAINS-CURRENT>                           74
<APPREC-INCREASE-CURRENT>                        (12)
<NET-CHANGE-FROM-OPS>                              77
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                            15
<NUMBER-OF-SHARES-REDEEMED>                         1
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                            561
<ACCUMULATED-NII-PRIOR>                             9
<ACCUMULATED-GAINS-PRIOR>                       1,282
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                               8
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    16
<AVERAGE-NET-ASSETS>                              733
<PER-SHARE-NAV-BEGIN>                           13.46
<PER-SHARE-NII>                                     0
<PER-SHARE-GAIN-APPREC>                          0.10
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             13.56
<EXPENSE-RATIO>                                  2.50
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
TATEMENTS  OF IDEX  BALANCED  FOR THE PERIOD  ENDED  OCTOBER  31,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 093
   <NAME> IDEX BALANCED/CLASS C
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                           9,626
<INVESTMENTS-AT-VALUE>                         10,260
<RECEIVABLES>                                     227
<ASSETS-OTHER>                                      6
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 10,499
<PAYABLE-FOR-SECURITIES>                          186
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                          66
<TOTAL-LIABILITIES>                               252
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                        8,239
<SHARES-COMMON-STOCK>                              71
<SHARES-COMMON-PRIOR>                              70
<ACCUMULATED-NII-CURRENT>                          23
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                         1,358
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                          627
<NET-ASSETS>                                   10,247
<DIVIDEND-INCOME>                                   6
<INTEREST-INCOME>                                  25
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     16
<NET-INVESTMENT-INCOME>                            15
<REALIZED-GAINS-CURRENT>                           74
<APPREC-INCREASE-CURRENT>                        (12)
<NET-CHANGE-FROM-OPS>                              77
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                             2
<NUMBER-OF-SHARES-REDEEMED>                         1
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                            561
<ACCUMULATED-NII-PRIOR>                             9
<ACCUMULATED-GAINS-PRIOR>                       1,282
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                               8
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    16
<AVERAGE-NET-ASSETS>                              960
<PER-SHARE-NAV-BEGIN>                           13.46
<PER-SHARE-NII>                                  0.01
<PER-SHARE-GAIN-APPREC>                          0.10
<PER-SHARE-DIVIDEND>                                0
<PER-SHARE-DISTRIBUTIONS>                           0
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             13.57
<EXPENSE-RATIO>                                  2.40
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX FLEXIBLE INCOME FOR THE PERIOD ENDED OCTOBER 31, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 051
   <NAME> IDEX FLEXIBLE INCOME/CLASS A
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                      <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                          17,927
<INVESTMENTS-AT-VALUE>                         18,293
<RECEIVABLES>                                     373
<ASSETS-OTHER>                                      0
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 18,677
<PAYABLE-FOR-SECURITIES>                          250
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                          58
<TOTAL-LIABILITIES>                               308
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                       20,705
<SHARES-COMMON-STOCK>                           1,823
<SHARES-COMMON-PRIOR>                           1,858
<ACCUMULATED-NII-CURRENT>                          48
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                       (2,750)
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                          366
<NET-ASSETS>                                   18,369
<DIVIDEND-INCOME>                                   0
<INTEREST-INCOME>                                 125
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     30
<NET-INVESTMENT-INCOME>                            95
<REALIZED-GAINS-CURRENT>                           48
<APPREC-INCREASE-CURRENT>                         241
<NET-CHANGE-FROM-OPS>                             384
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                          95
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                             9
<NUMBER-OF-SHARES-REDEEMED>                        52
<SHARES-REINVESTED>                                 8
<NET-CHANGE-IN-ASSETS>                           (73)
<ACCUMULATED-NII-PRIOR>                            55
<ACCUMULATED-GAINS-PRIOR>                     (2,788)
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                              14
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    30
<AVERAGE-NET-ASSETS>                           17,085
<PER-SHARE-NAV-BEGIN>                            9.19
<PER-SHARE-NII>                                  0.20
<PER-SHARE-GAIN-APPREC>                        (0.01)
<PER-SHARE-DIVIDEND>                             0.05
<PER-SHARE-DISTRIBUTIONS>                        0.05
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                              9.33
<EXPENSE-RATIO>                                  1.85
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX FLEXIBLE INCOME FOR THE PERIOD ENDED OCTOBER 31, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 052
   <NAME> IDEX FLEXIBLE INCOME/CLASS B
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                          17,927
<INVESTMENTS-AT-VALUE>                         18,293
<RECEIVABLES>                                     373
<ASSETS-OTHER>                                      0
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 18,677
<PAYABLE-FOR-SECURITIES>                          250
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                          58
<TOTAL-LIABILITIES>                               308
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                       20,705
<SHARES-COMMON-STOCK>                              56
<SHARES-COMMON-PRIOR>                              54
<ACCUMULATED-NII-CURRENT>                          48
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                       (2,750)
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                          366
<NET-ASSETS>                                   18,369
<DIVIDEND-INCOME>                                   0
<INTEREST-INCOME>                                 125
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     30
<NET-INVESTMENT-INCOME>                            95
<REALIZED-GAINS-CURRENT>                           48
<APPREC-INCREASE-CURRENT>                         241
<NET-CHANGE-FROM-OPS>                             384
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           2
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                             3
<NUMBER-OF-SHARES-REDEEMED>                         1
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                           (73)
<ACCUMULATED-NII-PRIOR>                            55
<ACCUMULATED-GAINS-PRIOR>                     (2,788)
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                              14
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    30
<AVERAGE-NET-ASSETS>                              505
<PER-SHARE-NAV-BEGIN>                            9.18
<PER-SHARE-NII>                                  0.20
<PER-SHARE-GAIN-APPREC>                        (0.01)
<PER-SHARE-DIVIDEND>                             0.05
<PER-SHARE-DISTRIBUTIONS>                        0.05
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                              9.32
<EXPENSE-RATIO>                                  2.50
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX FLEXIBLE INCOME FOR THE PERIOD ENDED OCTOBER 31, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 053
   <NAME> IDEX FLEXIBLE INCOME/CLASS C
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                          17,927
<INVESTMENTS-AT-VALUE>                         18,293
<RECEIVABLES>                                     373
<ASSETS-OTHER>                                      0
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 18,677
<PAYABLE-FOR-SECURITIES>                          250
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                          58
<TOTAL-LIABILITIES>                               308
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                       20,705
<SHARES-COMMON-STOCK>                              91
<SHARES-COMMON-PRIOR>                              96
<ACCUMULATED-NII-CURRENT>                          48
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                       (2,750)
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                          366
<NET-ASSETS>                                   18,369
<DIVIDEND-INCOME>                                   0
<INTEREST-INCOME>                                 125
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     30
<NET-INVESTMENT-INCOME>                            95
<REALIZED-GAINS-CURRENT>                           48
<APPREC-INCREASE-CURRENT>                         241
<NET-CHANGE-FROM-OPS>                             384
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           5
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                             6
<NUMBER-OF-SHARES-REDEEMED>                        11
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                           (73)
<ACCUMULATED-NII-PRIOR>                            55
<ACCUMULATED-GAINS-PRIOR>                     (2,788)
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                              14
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    30
<AVERAGE-NET-ASSETS>                              864
<PER-SHARE-NAV-BEGIN>                            9.18
<PER-SHARE-NII>                                  0.20
<PER-SHARE-GAIN-APPREC>                        (0.01)
<PER-SHARE-DIVIDEND>                             0.05
<PER-SHARE-DISTRIBUTIONS>                        0.05
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                              9.32
<EXPENSE-RATIO>                                  2.40
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX INCOME PLUS FOR THE PERIOD ENDED  OCTOBER 31,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 031
   <NAME> IDEX INCOME PLUS/CLASS A
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                          66,270
<INVESTMENTS-AT-VALUE>                         68,457
<RECEIVABLES>                                   1,622
<ASSETS-OTHER>                                      0
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 70,079
<PAYABLE-FOR-SECURITIES>                            0
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                         209
<TOTAL-LIABILITIES>                               209
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                       66,967
<SHARES-COMMON-STOCK>                           6,247
<SHARES-COMMON-PRIOR>                           6,271
<ACCUMULATED-NII-CURRENT>                         243
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                           474
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                        2,186
<NET-ASSETS>                                   69,870
<DIVIDEND-INCOME>                                   0
<INTEREST-INCOME>                                 407
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     80
<NET-INVESTMENT-INCOME>                           327
<REALIZED-GAINS-CURRENT>                          227
<APPREC-INCREASE-CURRENT>                       1,216
<NET-CHANGE-FROM-OPS>                           1,770
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                         397
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                            45
<NUMBER-OF-SHARES-REDEEMED>                        96
<SHARES-REINVESTED>                                27
<NET-CHANGE-IN-ASSETS>                          1,160
<ACCUMULATED-NII-PRIOR>                           332
<ACCUMULATED-GAINS-PRIOR>                         248
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                              35
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    80
<AVERAGE-NET-ASSETS>                           65,841
<PER-SHARE-NAV-BEGIN>                           10.41
<PER-SHARE-NII>                                  0.22
<PER-SHARE-GAIN-APPREC>                          0.04
<PER-SHARE-DIVIDEND>                             0.06
<PER-SHARE-DISTRIBUTIONS>                        0.06
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             10.61
<EXPENSE-RATIO>                                  1.32
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX INCOME PLUS FOR THE PERIOD ENDED  OCTOBER 31,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 032
   <NAME> IDEX INCOME PLUS/CLASS B
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                          66,270
<INVESTMENTS-AT-VALUE>                         68,457
<RECEIVABLES>                                   1,622
<ASSETS-OTHER>                                      0
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 70,079
<PAYABLE-FOR-SECURITIES>                            0
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                         209
<TOTAL-LIABILITIES>                               209
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                       66,967
<SHARES-COMMON-STOCK>                              76
<SHARES-COMMON-PRIOR>                              74
<ACCUMULATED-NII-CURRENT>                         243
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                           474
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                        2,186
<NET-ASSETS>                                   69,870
<DIVIDEND-INCOME>                                   0
<INTEREST-INCOME>                                 407
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     80
<NET-INVESTMENT-INCOME>                           327
<REALIZED-GAINS-CURRENT>                          227
<APPREC-INCREASE-CURRENT>                       1,216
<NET-CHANGE-FROM-OPS>                           1,770
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           4
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                             3
<NUMBER-OF-SHARES-REDEEMED>                         1
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                          1,160
<ACCUMULATED-NII-PRIOR>                           332
<ACCUMULATED-GAINS-PRIOR>                         248
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                              35
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    80
<AVERAGE-NET-ASSETS>                              780
<PER-SHARE-NAV-BEGIN>                           10.40
<PER-SHARE-NII>                                  0.23
<PER-SHARE-GAIN-APPREC>                          0.04
<PER-SHARE-DIVIDEND>                             0.06
<PER-SHARE-DISTRIBUTIONS>                        0.06
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             10.61
<EXPENSE-RATIO>                                  1.97
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX INCOME PLUS FOR THE PERIOD ENDED  OCTOBER 31,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 033
   <NAME> IDEX INCOME PLUS/CLASS C
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                          66,270
<INVESTMENTS-AT-VALUE>                         68,457
<RECEIVABLES>                                   1,622
<ASSETS-OTHER>                                      0
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 70,079
<PAYABLE-FOR-SECURITIES>                            0
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                         209
<TOTAL-LIABILITIES>                               209
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                       66,967
<SHARES-COMMON-STOCK>                             262
<SHARES-COMMON-PRIOR>                             258
<ACCUMULATED-NII-CURRENT>                         243
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                           474
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                        2,186
<NET-ASSETS>                                   69,870
<DIVIDEND-INCOME>                                   0
<INTEREST-INCOME>                                 407
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     80
<NET-INVESTMENT-INCOME>                           327
<REALIZED-GAINS-CURRENT>                          227
<APPREC-INCREASE-CURRENT>                       1,216
<NET-CHANGE-FROM-OPS>                           1,770
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                          16
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                            15
<NUMBER-OF-SHARES-REDEEMED>                        12
<SHARES-REINVESTED>                                 1
<NET-CHANGE-IN-ASSETS>                          1,160
<ACCUMULATED-NII-PRIOR>                           332
<ACCUMULATED-GAINS-PRIOR>                         248
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                              35
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    80
<AVERAGE-NET-ASSETS>                            2,712
<PER-SHARE-NAV-BEGIN>                           10.40
<PER-SHARE-NII>                                  0.23
<PER-SHARE-GAIN-APPREC>                          0.04
<PER-SHARE-DIVIDEND>                             0.06
<PER-SHARE-DISTRIBUTIONS>                        0.06
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             10.61
<EXPENSE-RATIO>                                  1.87
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX TAX EXEMPT FOR THE PERIOD  ENDED  OCTOBER 31,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 021
   <NAME> IDEX TAX EXEMPT/CLASS A
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLAR
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                          25,185
<INVESTMENTS-AT-VALUE>                         25,502
<RECEIVABLES>                                     510
<ASSETS-OTHER>                                      0
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 26,012
<PAYABLE-FOR-SECURITIES>                            0
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                         436
<TOTAL-LIABILITIES>                               436
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                       25,042
<SHARES-COMMON-STOCK>                           2,144
<SHARES-COMMON-PRIOR>                           2,175
<ACCUMULATED-NII-CURRENT>                          44
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                           173
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                          317
<NET-ASSETS>                                   25,576
<DIVIDEND-INCOME>                                   0
<INTEREST-INCOME>                                 122
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     22
<NET-INVESTMENT-INCOME>                           100
<REALIZED-GAINS-CURRENT>                          (1)
<APPREC-INCREASE-CURRENT>                          97
<NET-CHANGE-FROM-OPS>                             196
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                         101
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                            14
<NUMBER-OF-SHARES-REDEEMED>                        51
<SHARES-REINVESTED>                                 6
<NET-CHANGE-IN-ASSETS>                          (228)
<ACCUMULATED-NII-PRIOR>                            49
<ACCUMULATED-GAINS-PRIOR>                         174
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                              13
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    22
<AVERAGE-NET-ASSETS>                           24,641
<PER-SHARE-NAV-BEGIN>                           11.36
<PER-SHARE-NII>                                  0.18
<PER-SHARE-GAIN-APPREC>                        (0.09)
<PER-SHARE-DIVIDEND>                             0.05
<PER-SHARE-DISTRIBUTIONS>                        0.05
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             11.40
<EXPENSE-RATIO>                                  1.00
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX TAX EXEMPT FOR THE PERIOD  ENDED  OCTOBER 31,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
   <NUMBER> 022
   <NAME> IDEX TAX EXEMPT/CLASS B
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLAR
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                          25,185
<INVESTMENTS-AT-VALUE>                         25,502
<RECEIVABLES>                                     510
<ASSETS-OTHER>                                      0
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 26,012
<PAYABLE-FOR-SECURITIES>                            0
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                         436
<TOTAL-LIABILITIES>                               436
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                       25,042
<SHARES-COMMON-STOCK>                              18
<SHARES-COMMON-PRIOR>                              17
<ACCUMULATED-NII-CURRENT>                          44
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                           173
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                          317
<NET-ASSETS>                                   25,576
<DIVIDEND-INCOME>                                   0
<INTEREST-INCOME>                                 122
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     22
<NET-INVESTMENT-INCOME>                           100
<REALIZED-GAINS-CURRENT>                          (1)
<APPREC-INCREASE-CURRENT>                          97
<NET-CHANGE-FROM-OPS>                             196
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           1
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                             1
<NUMBER-OF-SHARES-REDEEMED>                         0
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                          (228)
<ACCUMULATED-NII-PRIOR>                            49
<ACCUMULATED-GAINS-PRIOR>                         174
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                              13
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    22
<AVERAGE-NET-ASSETS>                              189
<PER-SHARE-NAV-BEGIN>                           11.36
<PER-SHARE-NII>                                  0.17
<PER-SHARE-GAIN-APPREC>                        (0.09)
<PER-SHARE-DIVIDEND>                             0.04
<PER-SHARE-DISTRIBUTIONS>                        0.04
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             11.40
<EXPENSE-RATIO>                                  1.65
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX TAX EXEMPT FOR THE PERIOD  ENDED  OCTOBER 31,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL  STATEMENTS.  
</LEGEND>
<CIK> 0000787623 
<NAME> IDEX SERIES FUND 
<SERIES>
   <NUMBER> 023
   <NAME> IDEX TAX EXEMPT/CLASS C
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLAR
       
<S>                                        <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                         OCT-31-1996
<PERIOD-END>                              OCT-31-1996
<EXCHANGE-RATE>                                     1
<INVESTMENTS-AT-COST>                          25,185
<INVESTMENTS-AT-VALUE>                         25,502
<RECEIVABLES>                                     510
<ASSETS-OTHER>                                      0
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                 26,012
<PAYABLE-FOR-SECURITIES>                            0
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                         436
<TOTAL-LIABILITIES>                               436
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                       25,042
<SHARES-COMMON-STOCK>                              82
<SHARES-COMMON-PRIOR>                              80
<ACCUMULATED-NII-CURRENT>                          44
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                           173
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                          317
<NET-ASSETS>                                   25,576
<DIVIDEND-INCOME>                                   0
<INTEREST-INCOME>                                 122
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                     22
<NET-INVESTMENT-INCOME>                           100
<REALIZED-GAINS-CURRENT>                          (1)
<APPREC-INCREASE-CURRENT>                          97
<NET-CHANGE-FROM-OPS>                             196
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           3
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                            14
<NUMBER-OF-SHARES-REDEEMED>                        12
<SHARES-REINVESTED>                                 0
<NET-CHANGE-IN-ASSETS>                          (228)
<ACCUMULATED-NII-PRIOR>                            49
<ACCUMULATED-GAINS-PRIOR>                         174
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                              13
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                    22
<AVERAGE-NET-ASSETS>                              927
<PER-SHARE-NAV-BEGIN>                           11.36
<PER-SHARE-NII>                                  0.17
<PER-SHARE-GAIN-APPREC>                        (0.09)
<PER-SHARE-DIVIDEND>                             0.04
<PER-SHARE-DISTRIBUTIONS>                        0.04
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             11.40
<EXPENSE-RATIO>                                  1.25
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        
<PAGE>

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX  AGGRESSIVE  GROWTH FOR THE PERIOD ENDED  SEPTEMBER 30, 1996,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 061
      <NAME> IDEX AGGRESSIVE GROWTH/CLASS A
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C> 
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      22,799
<INVESTMENTS-AT-VALUE>                     26,600
<RECEIVABLES>                              465
<ASSETS-OTHER>                             0
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             27,065
<PAYABLE-FOR-SECURITIES>                   861
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  76
<TOTAL-LIABILITIES>                        937
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   24,031
<SHARES-COMMON-STOCK>                      1,402
<SHARES-COMMON-PRIOR>                      947
<ACCUMULATED-NII-CURRENT>                  (1)
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    (1703)
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   3,801
<NET-ASSETS>                               26,128
<DIVIDEND-INCOME>                          99
<INTEREST-INCOME>                          60
<OTHER-INCOME>                             0
<EXPENSES-NET>                             438
<NET-INVESTMENT-INCOME>                    (279)
<REALIZED-GAINS-CURRENT>                   (1,319)
<APPREC-INCREASE-CURRENT>                  743
<NET-CHANGE-FROM-OPS>                      (855)
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  0
<DISTRIBUTIONS-OF-GAINS>                   1,314
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    1031
<NUMBER-OF-SHARES-REDEEMED>                649
<SHARES-REINVESTED>                        73
<NET-CHANGE-IN-ASSETS>                     7,645
<ACCUMULATED-NII-PRIOR>                    0
<ACCUMULATED-GAINS-PRIOR>                  1208
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      227
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                           438
<AVERAGE-NET-ASSETS>                      19,438 
<PER-SHARE-NAV-BEGIN>                     17.68
<PER-SHARE-NII>                           (.15)
<PER-SHARE-GAIN-APPREC>                   (.76) 
<PER-SHARE-DIVIDEND>                      0
<PER-SHARE-DISTRIBUTIONS>                 1.02
<RETURNS-OF-CAPITAL>                      0
<PER-SHARE-NAV-END>                       15.75
<EXPENSE-RATIO>                           1.85
<AVG-DEBT-OUTSTANDING>                    0
<AVG-DEBT-PER-SHARE>                      0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX  AGGRESSIVE  GROWTH FOR THE PERIOD ENDED  SEPTEMBER 30, 1996,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 062
      <NAME> IDEX AGGRESSIVE GROWTH/CLASS B
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C> 
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      22,799
<INVESTMENTS-AT-VALUE>                     26,600
<RECEIVABLES>                              465
<ASSETS-OTHER>                             0
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             27,065
<PAYABLE-FOR-SECURITIES>                      861
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  76
<TOTAL-LIABILITIES>                        937
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   24,031
<SHARES-COMMON-STOCK>                      115
<SHARES-COMMON-PRIOR>                      0
<ACCUMULATED-NII-CURRENT>                  (1)
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    (1,703)
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   3,801
<NET-ASSETS>                               26,128
<DIVIDEND-INCOME>                          99
<INTEREST-INCOME>                          60
<OTHER-INCOME>                             0
<EXPENSES-NET>                             438
<NET-INVESTMENT-INCOME>                    (279)
<REALIZED-GAINS-CURRENT>                   (1,319)
<APPREC-INCREASE-CURRENT>                  743 
<NET-CHANGE-FROM-OPS>                      (855)
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  0
<DISTRIBUTIONS-OF-GAINS>                   1,314 
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    131
<NUMBER-OF-SHARES-REDEEMED>                17
<SHARES-REINVESTED>                        1
<NET-CHANGE-IN-ASSETS>                     7,645 
<ACCUMULATED-NII-PRIOR>                    0
<ACCUMULATED-GAINS-PRIOR>                  1208
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      227
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            438
<AVERAGE-NET-ASSETS>                       781
<PER-SHARE-NAV-BEGIN>                      17.64
<PER-SHARE-NII>                            (.23) 
<PER-SHARE-GAIN-APPREC>                    (.76)
<PER-SHARE-DIVIDEND>                       0
<PER-SHARE-DISTRIBUTIONS>                  1.02
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        15.63
<EXPENSE-RATIO>                            2.50
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX  AGGRESSIVE  GROWTH FOR THE PERIOD ENDED  SEPTEMBER 30, 1996,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 063
      <NAME> IDEX AGGRESSIVE GROWTH/CLASS C
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C> 
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      22,799 
<INVESTMENTS-AT-VALUE>                     26,600
<RECEIVABLES>                              465
<ASSETS-OTHER>                             0
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             27,065 
<PAYABLE-FOR-SECURITIES>                   861
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  76
<TOTAL-LIABILITIES>                        937
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   24,031 
<SHARES-COMMON-STOCK>                      144
<SHARES-COMMON-PRIOR>                      98
<ACCUMULATED-NII-CURRENT>                  (1) 
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    (1,703) 
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   3,801
<NET-ASSETS>                               26,128 
<DIVIDEND-INCOME>                          99
<INTEREST-INCOME>                          60
<OTHER-INCOME>                             0
<EXPENSES-NET>                             438
<NET-INVESTMENT-INCOME>                    (279) 
<REALIZED-GAINS-CURRENT>                   (1,319)
<APPREC-INCREASE-CURRENT>                  743
<NET-CHANGE-FROM-OPS>                      (855) 
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  0
<DISTRIBUTIONS-OF-GAINS>                   1,314 
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    240
<NUMBER-OF-SHARES-REDEEMED>                206
<SHARES-REINVESTED>                        12
<NET-CHANGE-IN-ASSETS>                     7,645 
<ACCUMULATED-NII-PRIOR>                    0
<ACCUMULATED-GAINS-PRIOR>                  1208
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      227
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            438
<AVERAGE-NET-ASSETS>                       2,456 
<PER-SHARE-NAV-BEGIN>                      17.64
<PER-SHARE-NII>                            (.21)
<PER-SHARE-GAIN-APPREC>                    (.76)
<PER-SHARE-DIVIDEND>                       0
<PER-SHARE-DISTRIBUTIONS>                  1.02
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        15.65
<EXPENSE-RATIO>                            2.40
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX CAPITAL APPRECIATION FOR THE PERIOD ENDED SEPTEMBER 30, 1996,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 071
      <NAME> IDEX CAPITAL APPRECIATION/CLASS A
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C> 
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      20,622 
<INVESTMENTS-AT-VALUE>                     23,953
<RECEIVABLES>                              1170
<ASSETS-OTHER>                             227
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             25,350
<PAYABLE-FOR-SECURITIES>                   1,627
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  619
<TOTAL-LIABILITIES>                        2,246
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   19,474 
<SHARES-COMMON-STOCK>                      1,188
<SHARES-COMMON-PRIOR>                      461
<ACCUMULATED-NII-CURRENT>                  (1)
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    312
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   3,319
<NET-ASSETS>                               23,104 
<DIVIDEND-INCOME>                          162
<INTEREST-INCOME>                          52
<OTHER-INCOME>                             0
<EXPENSES-NET>                             281
<NET-INVESTMENT-INCOME>                    (67)
<REALIZED-GAINS-CURRENT>                   431
<APPREC-INCREASE-CURRENT>                  2,216
<NET-CHANGE-FROM-OPS>                      2,580
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  36
<DISTRIBUTIONS-OF-GAINS>                   591
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    990
<NUMBER-OF-SHARES-REDEEMED>                297
<SHARES-REINVESTED>                        34
<NET-CHANGE-IN-ASSETS>                     14,298
<ACCUMULATED-NII-PRIOR>                    29
<ACCUMULATED-GAINS-PRIOR>                  476
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      142
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            282
<AVERAGE-NET-ASSETS>                       10,908
<PER-SHARE-NAV-BEGIN>                      13.54
<PER-SHARE-NII>                            0.06
<PER-SHARE-GAIN-APPREC>                    3.04
<PER-SHARE-DIVIDEND>                       0.07
<PER-SHARE-DISTRIBUTIONS>                  0.82
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        15.75
<EXPENSE-RATIO>                            1.85
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX CAPITAL APPRECIATION FOR THE PERIOD ENDED SEPTEMBER 30, 1996,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 072
      <NAME> IDEX CAPITAL APPRECIATION/CLASS B
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C> 
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      20,622 
<INVESTMENTS-AT-VALUE>                     23,953
<RECEIVABLES>                              1170
<ASSETS-OTHER>                             227
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             25,350 
<PAYABLE-FOR-SECURITIES>                   1,627
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  619
<TOTAL-LIABILITIES>                        2,246
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   19,474 
<SHARES-COMMON-STOCK>                      129
<SHARES-COMMON-PRIOR>                      0
<ACCUMULATED-NII-CURRENT>                  0
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    312
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   3,319 
<NET-ASSETS>                               23,104
<DIVIDEND-INCOME>                          162
<INTEREST-INCOME>                          52
<OTHER-INCOME>                             0
<EXPENSES-NET>                             281
<NET-INVESTMENT-INCOME>                    (67)
<REALIZED-GAINS-CURRENT>                   431
<APPREC-INCREASE-CURRENT>                  2,216 
<NET-CHANGE-FROM-OPS>                      2,580
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  1
<DISTRIBUTIONS-OF-GAINS>                   591
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    137
<NUMBER-OF-SHARES-REDEEMED>                9
<SHARES-REINVESTED>                        1
<NET-CHANGE-IN-ASSETS>                     14,298 
<ACCUMULATED-NII-PRIOR>                    29
<ACCUMULATED-GAINS-PRIOR>                  476
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      142
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            282
<AVERAGE-NET-ASSETS>                       734
<PER-SHARE-NAV-BEGIN>                      13.49
<PER-SHARE-NII>                            (0.02) 
<PER-SHARE-GAIN-APPREC>                    3.04
<PER-SHARE-DIVIDEND>                       0
<PER-SHARE-DISTRIBUTIONS>                  0.82
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        15.69
<EXPENSE-RATIO>                            2.50
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX CAPITAL APPRECIATION FOR THE PERIOD ENDED SEPTEMBER 30, 1996,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  00787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 073
      <NAME> IDEX CAPITAL APPRECIATION/CLASS C
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C> 
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      20,622 
<INVESTMENTS-AT-VALUE>                     23,953
<RECEIVABLES>                              1,170
<ASSETS-OTHER>                             227
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             25,350 
<PAYABLE-FOR-SECURITIES>                   1,627
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  619
<TOTAL-LIABILITIES>                        2,246
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   19,474 
<SHARES-COMMON-STOCK>                      151
<SHARES-COMMON-PRIOR>                      190
<ACCUMULATED-NII-CURRENT>                  0
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    312
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   3,319 
<NET-ASSETS>                               23,104
<DIVIDEND-INCOME>                          162
<INTEREST-INCOME>                          52
<OTHER-INCOME>                             0
<EXPENSES-NET>                             281
<NET-INVESTMENT-INCOME>                    (67)
<REALIZED-GAINS-CURRENT>                   431
<APPREC-INCREASE-CURRENT>                  2,216
<NET-CHANGE-FROM-OPS>                      2,580
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  2
<DISTRIBUTIONS-OF-GAINS>                   591
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    264
<NUMBER-OF-SHARES-REDEEMED>                314
<SHARES-REINVESTED>                        11
<NET-CHANGE-IN-ASSETS>                     14,298
<ACCUMULATED-NII-PRIOR>                    29
<ACCUMULATED-GAINS-PRIOR>                  476
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      142
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            282
<AVERAGE-NET-ASSETS>                       2,564
<PER-SHARE-NAV-BEGIN>                      13.49
<PER-SHARE-NII>                            0
<PER-SHARE-GAIN-APPREC>                    3.04
<PER-SHARE-DIVIDEND>                       0.01
<PER-SHARE-DISTRIBUTIONS>                  0.82
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        15.70
<EXPENSE-RATIO>                            2.40
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX  GLOBAL FOR THE PERIOD  ENDED  SEPTEMBER  30,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 041
      <NAME> IDEX GLOBAL/CLASS A
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C> 
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      118,796 
<INVESTMENTS-AT-VALUE>                     143,357
<RECEIVABLES>                              1,167
<ASSETS-OTHER>                             581
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             145,105 
<PAYABLE-FOR-SECURITIES>                   118
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  559
<TOTAL-LIABILITIES>                        677
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   106,791 
<SHARES-COMMON-STOCK>                      6,138
<SHARES-COMMON-PRIOR>                      5,042
<ACCUMULATED-NII-CURRENT>                  (13)
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    12,795 
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   24,855 
<NET-ASSETS>                               144,428
<DIVIDEND-INCOME>                          1,367
<INTEREST-INCOME>                          211
<OTHER-INCOME>                             0
<EXPENSES-NET>                             2,375
<NET-INVESTMENT-INCOME>                    (797)
<REALIZED-GAINS-CURRENT>                   15,721
<APPREC-INCREASE-CURRENT>                  9,941
<NET-CHANGE-FROM-OPS>                      24,865 
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  0
<DISTRIBUTIONS-OF-GAINS>                   3,252
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    1,964
<NUMBER-OF-SHARES-REDEEMED>                1,045
<SHARES-REINVESTED>                        177
<NET-CHANGE-IN-ASSETS>                     51,464 
<ACCUMULATED-NII-PRIOR>                    (14)
<ACCUMULATED-GAINS-PRIOR>                  899
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      1,131
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            2,404
<AVERAGE-NET-ASSETS>                       105,986 
<PER-SHARE-NAV-BEGIN>                      17.73
<PER-SHARE-NII>                            (0.09) 
<PER-SHARE-GAIN-APPREC>                    4.38
<PER-SHARE-DIVIDEND>                       0
<PER-SHARE-DISTRIBUTIONS>                  0.62
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        21.40
<EXPENSE-RATIO>                            2.06
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX  GLOBAL FOR THE PERIOD  ENDED  SEPTEMBER  30,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 042
      <NAME> IDEX GLOBAL/CLASS B
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C> 
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      118,796 
<INVESTMENTS-AT-VALUE>                     143,357
<RECEIVABLES>                              1,167
<ASSETS-OTHER>                             581
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             145,105 
<PAYABLE-FOR-SECURITIES>                   118
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  559
<TOTAL-LIABILITIES>                        677
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   106,791 
<SHARES-COMMON-STOCK>                      237
<SHARES-COMMON-PRIOR>                      0
<ACCUMULATED-NII-CURRENT>                  (13)
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    12,795
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   24,855 
<NET-ASSETS>                               144,428
<DIVIDEND-INCOME>                          1,367
<INTEREST-INCOME>                          211
<OTHER-INCOME>                             0
<EXPENSES-NET>                             2,375
<NET-INVESTMENT-INCOME>                    (797)
<REALIZED-GAINS-CURRENT>                   15,721
<APPREC-INCREASE-CURRENT>                  9,941
<NET-CHANGE-FROM-OPS>                      24,865
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  0
<DISTRIBUTIONS-OF-GAINS>                   3,252
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    257
<NUMBER-OF-SHARES-REDEEMED>                20
<SHARES-REINVESTED>                        0
<NET-CHANGE-IN-ASSETS>                     51,464 
<ACCUMULATED-NII-PRIOR>                    (14)
<ACCUMULATED-GAINS-PRIOR>                  899
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      1,131
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            2,404
<AVERAGE-NET-ASSETS>                       1,646
<PER-SHARE-NAV-BEGIN>                      17.57
<PER-SHARE-NII>                            (0.19)
<PER-SHARE-GAIN-APPREC>                    4.38
<PER-SHARE-DIVIDEND>                       0
<PER-SHARE-DISTRIBUTIONS>                  0.62
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        21.14
<EXPENSE-RATIO>                            2.71
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX  GLOBAL FOR THE PERIOD  ENDED  SEPTEMBER  30,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 043
      <NAME> IDEX GLOBAL/CLASS C
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C> 
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      118,796 
<INVESTMENTS-AT-VALUE>                     143,357
<RECEIVABLES>                              1,167
<ASSETS-OTHER>                             581
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             145,105 
<PAYABLE-FOR-SECURITIES>                   118
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  559
<TOTAL-LIABILITIES>                        677
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   106,791
<SHARES-COMMON-STOCK>                      384
<SHARES-COMMON-PRIOR>                      204
<ACCUMULATED-NII-CURRENT>                  (13)
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    12,795
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   24,855 
<NET-ASSETS>                               144,428
<DIVIDEND-INCOME>                          1,367
<INTEREST-INCOME>                          211
<OTHER-INCOME>                             0
<EXPENSES-NET>                             2,375
<NET-INVESTMENT-INCOME>                    (797)
<REALIZED-GAINS-CURRENT>                   15,721
<APPREC-INCREASE-CURRENT>                  9,941
<NET-CHANGE-FROM-OPS>                      24,865
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  0
<DISTRIBUTIONS-OF-GAINS>                   3,252
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    312
<NUMBER-OF-SHARES-REDEEMED>                140
<SHARES-REINVESTED>                        8
<NET-CHANGE-IN-ASSETS>                     51,464 
<ACCUMULATED-NII-PRIOR>                    (14)
<ACCUMULATED-GAINS-PRIOR>                  899
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      1,131
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            2,404
<AVERAGE-NET-ASSETS>                       5,443
<PER-SHARE-NAV-BEGIN>                      17.46
<PER-SHARE-NII>                            (0.18)
<PER-SHARE-GAIN-APPREC>                    4.38
<PER-SHARE-DIVIDEND>                       0
<PER-SHARE-DISTRIBUTIONS>                  0.62
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        21.04
<EXPENSE-RATIO>                            2.61
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX  GROWTH FOR THE PERIOD  ENDED  SEPTEMBER  30,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 011
      <NAME> IDEX GROWTH/CLASS A
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C> 
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      816,965 
<INVESTMENTS-AT-VALUE>                     1,173,250
<RECEIVABLES>                              2,051
<ASSETS-OTHER>                             527
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             1,175,828
<PAYABLE-FOR-SECURITIES>                   4,600
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  2,456
<TOTAL-LIABILITIES>                        7,056
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   806,354 
<SHARES-COMMON-STOCK>                      25,553
<SHARES-COMMON-PRIOR>                      21,273
<ACCUMULATED-NII-CURRENT>                  (44)
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    5,735
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   356,727 
<NET-ASSETS>                               1,168,772
<DIVIDEND-INCOME>                          3,170
<INTEREST-INCOME>                          5,513
<OTHER-INCOME>                             0
<EXPENSES-NET>                             9,880
<NET-INVESTMENT-INCOME>                    (1,197)
<REALIZED-GAINS-CURRENT>                   71,706
<APPREC-INCREASE-CURRENT>                  223,454
<NET-CHANGE-FROM-OPS>                      293,963
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  0
<DISTRIBUTIONS-OF-GAINS>                   116,218
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    3,212
<NUMBER-OF-SHARES-REDEEMED>                4,120
<SHARES-REINVESTED>                        5,188
<NET-CHANGE-IN-ASSETS>                     677,245 
<ACCUMULATED-NII-PRIOR>                    0
<ACCUMULATED-GAINS-PRIOR>                  50,839 
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      5,460
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            9,938
<AVERAGE-NET-ASSETS>                       523,249 
<PER-SHARE-NAV-BEGIN>                      22.84
<PER-SHARE-NII>                            (0.11)
<PER-SHARE-GAIN-APPREC>                    4.66
<PER-SHARE-DIVIDEND>                       0
<PER-SHARE-DISTRIBUTIONS>                  5.18
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        22.21
<EXPENSE-RATIO>                            1.82
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX  GROWTH FOR THE PERIOD  ENDED  SEPTEMBER  30,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 012
      <NAME> IDEX GROWTH/CLASS B
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C> 
   <PERIOD-TYPE>                           YEAR
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      816,965 
<INVESTMENTS-AT-VALUE>                     1,173,250
<RECEIVABLES>                              2,051
<ASSETS-OTHER>                             527
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             1,175,828 
<PAYABLE-FOR-SECURITIES>                   4,600
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  2,456
<TOTAL-LIABILITIES>                        7,056 
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   806,354 
<SHARES-COMMON-STOCK>                      208
<SHARES-COMMON-PRIOR>                      0
<ACCUMULATED-NII-CURRENT>                  (44)
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    5,735
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   356,727 
<NET-ASSETS>                               1,168,772
<DIVIDEND-INCOME>                          3,170
<INTEREST-INCOME>                          5,513
<OTHER-INCOME>                             0
<EXPENSES-NET>                             9,880
<NET-INVESTMENT-INCOME>                    (1,197)
<REALIZED-GAINS-CURRENT>                   71,706 
<APPREC-INCREASE-CURRENT>                  223,454
<NET-CHANGE-FROM-OPS>                      293,963 
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  0
<DISTRIBUTIONS-OF-GAINS>                   116,218
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    193
<NUMBER-OF-SHARES-REDEEMED>                19
<SHARES-REINVESTED>                        4
<NET-CHANGE-IN-ASSETS>                     677,245 
<ACCUMULATED-NII-PRIOR>                    0
<ACCUMULATED-GAINS-PRIOR>                  50,839 
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      5,460
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            9,938
<AVERAGE-NET-ASSETS>                       1,645
<PER-SHARE-NAV-BEGIN>                      22.64
<PER-SHARE-NII>                            (0.27)
<PER-SHARE-GAIN-APPREC>                    4.66
<PER-SHARE-DIVIDEND>                       0
<PER-SHARE-DISTRIBUTIONS>                  5.18
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        21.85
<EXPENSE-RATIO>                            2.45
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX  GROWTH FOR THE PERIOD  ENDED  SEPTEMBER  30,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 013
      <NAME> IDEX GROWTH/CLASS C
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C> 
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      816,965
<INVESTMENTS-AT-VALUE>                     1,173,250
<RECEIVABLES>                              2,051
<ASSETS-OTHER>                             527
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             1,175,828 
<PAYABLE-FOR-SECURITIES>                   4,600
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  2,456
<TOTAL-LIABILITIES>                        7,056
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   806,354 
<SHARES-COMMON-STOCK>                      510
<SHARES-COMMON-PRIOR>                      247
<ACCUMULATED-NII-CURRENT>                  (44)
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    5,735
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   356,727 
<NET-ASSETS>                               1,168,772
<DIVIDEND-INCOME>                          3,170
<INTEREST-INCOME>                          5,513
<OTHER-INCOME>                             0
<EXPENSES-NET>                             9,880
<NET-INVESTMENT-INCOME>                    (1,197)
<REALIZED-GAINS-CURRENT>                   71,706
<APPREC-INCREASE-CURRENT>                  223,454
<NET-CHANGE-FROM-OPS>                      293,963
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  0
<DISTRIBUTIONS-OF-GAINS>                   116,218
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    463
<NUMBER-OF-SHARES-REDEEMED>                284
<SHARES-REINVESTED>                        84
<NET-CHANGE-IN-ASSETS>                     677,245
<ACCUMULATED-NII-PRIOR>                    0
<ACCUMULATED-GAINS-PRIOR>                  50,839
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      5,460
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            9,938
<AVERAGE-NET-ASSETS>                       8,058
<PER-SHARE-NAV-BEGIN>                      22.64
<PER-SHARE-NII>                            (0.21)
<PER-SHARE-GAIN-APPREC>                    4.66
<PER-SHARE-DIVIDEND>                       0
<PER-SHARE-DISTRIBUTIONS>                  5.18
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        21.91
<EXPENSE-RATIO>                            2.33
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX  GROWTH FOR THE PERIOD  ENDED  SEPTEMBER  30,  1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 014
      <NAME> IDEX GROWTH/CLASS T
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      816,965 
<INVESTMENTS-AT-VALUE>                     1,173,250
<RECEIVABLES>                              2,051
<ASSETS-OTHER>                             527
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             1,175,828 
<PAYABLE-FOR-SECURITIES>                   4,600
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  2,456
<TOTAL-LIABILITIES>                        7,056
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   806,354 
<SHARES-COMMON-STOCK>                      26,132
<SHARES-COMMON-PRIOR>                      0
<ACCUMULATED-NII-CURRENT>                  (44)
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    5,735
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   356,727 
<NET-ASSETS>                               1,168,772
<DIVIDEND-INCOME>                          3,170
<INTEREST-INCOME>                          5,513
<OTHER-INCOME>                             0
<EXPENSES-NET>                             9,880
<NET-INVESTMENT-INCOME>                    (1,197)
<REALIZED-GAINS-CURRENT>                   71,706
<APPREC-INCREASE-CURRENT>                  223,454
<NET-CHANGE-FROM-OPS>                      293,964
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  0
<DISTRIBUTIONS-OF-GAINS>                   116,218
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    26,247
<NUMBER-OF-SHARES-REDEEMED>                115
<SHARES-REINVESTED>                        0
<NET-CHANGE-IN-ASSETS>                     677,245
<ACCUMULATED-NII-PRIOR>                    0
<ACCUMULATED-GAINS-PRIOR>                  50,839
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      5,460
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            9,938
<AVERAGE-NET-ASSETS>                       585,237
<PER-SHARE-NAV-BEGIN>                      22.23
<PER-SHARE-NII>                            0
<PER-SHARE-GAIN-APPREC>                    0.18
<PER-SHARE-DIVIDEND>                       0
<PER-SHARE-DISTRIBUTIONS>                  0 
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        22.41 
<EXPENSE-RATIO>                            1.17
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX C.A.S.E.  GROWTH FOR THE PERIOD ENDED SEPTEMBER 30, 1996, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 111
      <NAME> IDEX C.A.S.E./CLASS A
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C> 
<PERIOD-TYPE>                              OTHER
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      2,838 
<INVESTMENTS-AT-VALUE>                     2,941
<RECEIVABLES>                              210 
<ASSETS-OTHER>                             26
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             3,177 
<PAYABLE-FOR-SECURITIES>                   0
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  9
<TOTAL-LIABILITIES>                        9
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   3,080 
<SHARES-COMMON-STOCK>                      139
<SHARES-COMMON-PRIOR>                      0
<ACCUMULATED-NII-CURRENT>                  175 
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    (190)
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   103
<NET-ASSETS>                               3,168 
<DIVIDEND-INCOME>                          221
<INTEREST-INCOME>                          13
<OTHER-INCOME>                             0
<EXPENSES-NET>                             59
<NET-INVESTMENT-INCOME>                    175 
<REALIZED-GAINS-CURRENT>                   (190)
<APPREC-INCREASE-CURRENT>                  102
<NET-CHANGE-FROM-OPS>                      87 
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  0
<DISTRIBUTIONS-OF-GAINS>                   0
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    151 
<NUMBER-OF-SHARES-REDEEMED>                12
<SHARES-REINVESTED>                        0
<NET-CHANGE-IN-ASSETS>                     3,168 
<ACCUMULATED-NII-PRIOR>                    0
<ACCUMULATED-GAINS-PRIOR>                  0
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      18
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            59
<AVERAGE-NET-ASSETS>                       936 
<PER-SHARE-NAV-BEGIN>                      10.00
<PER-SHARE-NII>                            0.61 
<PER-SHARE-GAIN-APPREC>                    (0.15)
<PER-SHARE-DIVIDEND>                       0
<PER-SHARE-DISTRIBUTIONS>                  0
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        10.46 
<EXPENSE-RATIO>                            2.85
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX C.A.S.E.  GROWTH FOR THE PERIOD ENDED SEPTEMBER 30, 1996, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 112
      <NAME> IDEX C.A.S.E./CLASS B
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C> 
<PERIOD-TYPE>                              OTHER
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      2,838 
<INVESTMENTS-AT-VALUE>                     2,941
<RECEIVABLES>                              210 
<ASSETS-OTHER>                             26
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             3,177 
<PAYABLE-FOR-SECURITIES>                   0
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  9
<TOTAL-LIABILITIES>                        9
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   3,080 
<SHARES-COMMON-STOCK>                      106
<SHARES-COMMON-PRIOR>                      0
<ACCUMULATED-NII-CURRENT>                  175

<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    (190)
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   103
<NET-ASSETS>                               3,168 
<DIVIDEND-INCOME>                          221
<INTEREST-INCOME>                          13
<OTHER-INCOME>                             0
<EXPENSES-NET>                             59
<NET-INVESTMENT-INCOME>                    175 
<REALIZED-GAINS-CURRENT>                   (190)
<APPREC-INCREASE-CURRENT>                  120
<NET-CHANGE-FROM-OPS>                      87 
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  0
<DISTRIBUTIONS-OF-GAINS>                   0
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    113 
<NUMBER-OF-SHARES-REDEEMED>                7
<SHARES-REINVESTED>                        0
<NET-CHANGE-IN-ASSETS>                     3,168 
<ACCUMULATED-NII-PRIOR>                    0
<ACCUMULATED-GAINS-PRIOR>                  0
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      18
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            59
<AVERAGE-NET-ASSETS>                       596 
<PER-SHARE-NAV-BEGIN>                      10.00
<PER-SHARE-NII>                            0.56
<PER-SHARE-GAIN-APPREC>                    (0.15) 
<PER-SHARE-DIVIDEND>                       0
<PER-SHARE-DISTRIBUTIONS>                  0
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        10.41 
<EXPENSE-RATIO>                            3.50
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX II C.A.S.E  GROWTH FOR THE PERIOD ENDED  SEPTEMBER 30, 1996,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 113
      <NAME> IDEX C.A.S.E./CLASS C
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C> 
<PERIOD-TYPE>                              OTHER
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      2,838 
<INVESTMENTS-AT-VALUE>                     2,941
<RECEIVABLES>                              210
<ASSETS-OTHER>                             26
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             3,176 
<PAYABLE-FOR-SECURITIES>                   0
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  9
<TOTAL-LIABILITIES>                        9
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   3,080 
<SHARES-COMMON-STOCK>                      59
<SHARES-COMMON-PRIOR>                      0
<ACCUMULATED-NII-CURRENT>                  175
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    (190)
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   103
<NET-ASSETS>                               3,168 
<DIVIDEND-INCOME>                          221
<INTEREST-INCOME>                          13
<OTHER-INCOME>                             0
<EXPENSES-NET>                             59
<NET-INVESTMENT-INCOME>                    175
<REALIZED-GAINS-CURRENT>                   (190)
<APPREC-INCREASE-CURRENT>                  102
<NET-CHANGE-FROM-OPS>                      87
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  0
<DISTRIBUTIONS-OF-GAINS>                   0
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    286
<NUMBER-OF-SHARES-REDEEMED>                227
<SHARES-REINVESTED>                        0
<NET-CHANGE-IN-ASSETS>                     3,168 
<ACCUMULATED-NII-PRIOR>                    0
<ACCUMULATED-GAINS-PRIOR>                  0
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      18
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            59
<AVERAGE-NET-ASSETS>                       1,205
<PER-SHARE-NAV-BEGIN>                      10.00 
<PER-SHARE-NII>                            0.57
<PER-SHARE-GAIN-APPREC>                    (0.15) 
<PER-SHARE-DIVIDEND>                       0
<PER-SHARE-DISTRIBUTIONS>                  0
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        10.42 
<EXPENSE-RATIO>                            3.40
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX II TACTICAL ASSET  ALLOCATION FOR THE PERIOD ENDED  SEPTEMBER
30, 1996,  AND IS  QUALIFIED  IN ITS  ENTIRETY BY  REFERENCE  TO SUCH  FINANCIAL
STATEMENTS. 
</LEGEND> 
<CIK> 0000787623 
<NAME> IDEX SERIES FUND 
<SERIES>
      <NUMBER> 101
      <NAME> IDEX TACTICAL ASSET ALLOCATION/CLASS A 
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C> 
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      16,137
<INVESTMENTS-AT-VALUE>                     16,623
<RECEIVABLES>                              426
<ASSETS-OTHER>                             1
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             17,050
<PAYABLE-FOR-SECURITIES>                   0
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  160
<TOTAL-LIABILITIES>                        160
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   16,355
<SHARES-COMMON-STOCK>                      671
<SHARES-COMMON-PRIOR>                      0
<ACCUMULATED-NII-CURRENT>                  1
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    48
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   486
<NET-ASSETS>                               16,890
<DIVIDEND-INCOME>                          80
<INTEREST-INCOME>                          213
<OTHER-INCOME>                             0
<EXPENSES-NET>                             262
<NET-INVESTMENT-INCOME>                    31
<REALIZED-GAINS-CURRENT>                   48
<APPREC-INCREASE-CURRENT>                  486
<NET-CHANGE-FROM-OPS>                      565
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  26
<DISTRIBUTIONS-OF-GAINS>                   0
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    728
<NUMBER-OF-SHARES-REDEEMED>                59
<SHARES-REINVESTED>                        2
<NET-CHANGE-IN-ASSETS>                     16,890
<ACCUMULATED-NII-PRIOR>                    0
<ACCUMULATED-GAINS-PRIOR>                  0
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      82
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            262
<AVERAGE-NET-ASSETS>                       3,474
<PER-SHARE-NAV-BEGIN>                      10.00
<PER-SHARE-NII>                            0.17
<PER-SHARE-GAIN-APPREC>                    0.94
<PER-SHARE-DIVIDEND>                       0.08
<PER-SHARE-DISTRIBUTIONS>                  0.08
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        11.03
<EXPENSE-RATIO>                            2.85
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX II TACTICAL ASSET  ALLOCATION FOR THE PERIOD ENDED  SEPTEMBER
30, 1996,  AND IS  QUALIFIED  IN ITS  ENTIRETY BY  REFERENCE  TO SUCH  FINANCIAL
STATEMENTS. 
</LEGEND>
<CIK> 0000787623 
<NAME> IDEX SERIES FUND 
<SERIES>
      <NUMBER> 102
      <NAME> IDEX TACTICAL ASSET ALLOCATION/CLASS B 
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C> 
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      16,137 
<INVESTMENTS-AT-VALUE>                     16,623
<RECEIVABLES>                              426
<ASSETS-OTHER>                             1
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             17,050 
<PAYABLE-FOR-SECURITIES>                   0
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  160
<TOTAL-LIABILITIES>                        160
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   16,355 
<SHARES-COMMON-STOCK>                      440
<SHARES-COMMON-PRIOR>                      0
<ACCUMULATED-NII-CURRENT>                  1
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    48
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   486
<NET-ASSETS>                               16,890 
<DIVIDEND-INCOME>                          80
<INTEREST-INCOME>                          213
<OTHER-INCOME>                             0
<EXPENSES-NET>                             262
<NET-INVESTMENT-INCOME>                    31
<REALIZED-GAINS-CURRENT>                   48
<APPREC-INCREASE-CURRENT>                  486
<NET-CHANGE-FROM-OPS>                      565
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  1
<DISTRIBUTIONS-OF-GAINS>                   0
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    493
<NUMBER-OF-SHARES-REDEEMED>                53
<SHARES-REINVESTED>                        0
<NET-CHANGE-IN-ASSETS>                     16,890 
<ACCUMULATED-NII-PRIOR>                    0
<ACCUMULATED-GAINS-PRIOR>                  0
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      82
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            262
<AVERAGE-NET-ASSETS>                       2,253
<PER-SHARE-NAV-BEGIN>                      10.00
<PER-SHARE-NII>                            0.09
<PER-SHARE-GAIN-APPREC>                    0.94
<PER-SHARE-DIVIDEND>                       0.01
<PER-SHARE-DISTRIBUTIONS>                  0.01
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        11.02
<EXPENSE-RATIO>                            3.50
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX II TACTICAL ASSET  ALLOCATION FOR THE PERIOD ENDED  SEPTEMBER
30, 1996,  AND IS  QUALIFIED  IN ITS  ENTIRETY BY  REFERENCE  TO SUCH  FINANCIAL
STATEMENTS. 
</LEGEND> 
<CIK> 0000787623 
<NAME> IDEX SERIES FUND 
<SERIES>
      <NUMBER> 103
      <NAME> IDEX TACTICAL ASSET ALLOCATION/CLASS C 
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C> 
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      16,137 
<INVESTMENTS-AT-VALUE>                     16,623
<RECEIVABLES>                              426
<ASSETS-OTHER>                             1
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             17,050 
<PAYABLE-FOR-SECURITIES>                   0
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  160
<TOTAL-LIABILITIES>                        160
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   16,355 
<SHARES-COMMON-STOCK>                      421
<SHARES-COMMON-PRIOR>                      0
<ACCUMULATED-NII-CURRENT>                  1
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    48
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   486
<NET-ASSETS>                               16,890 
<DIVIDEND-INCOME>                          80
<INTEREST-INCOME>                          213
<OTHER-INCOME>                             0
<EXPENSES-NET>                             262
<NET-INVESTMENT-INCOME>                    31
<REALIZED-GAINS-CURRENT>                   48
<APPREC-INCREASE-CURRENT>                  486
<NET-CHANGE-FROM-OPS>                      565
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  3
<DISTRIBUTIONS-OF-GAINS>                   0
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    743
<NUMBER-OF-SHARES-REDEEMED>                322
<SHARES-REINVESTED>                        0
<NET-CHANGE-IN-ASSETS>                     16,890 
<ACCUMULATED-NII-PRIOR>                    0
<ACCUMULATED-GAINS-PRIOR>                  0
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      82
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            262
<AVERAGE-NET-ASSETS>                       2,472
<PER-SHARE-NAV-BEGIN>                      10.00
<PER-SHARE-NII>                            0.11
<PER-SHARE-GAIN-APPREC>                    0.94
<PER-SHARE-DIVIDEND>                       0.02
<PER-SHARE-DISTRIBUTIONS>                  0.02
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        11.03
<EXPENSE-RATIO>                            3.40
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX EQUITY-INCOME FOR THE PERIOD ENDED SEPTEMBER 30, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 081
      <NAME> IDEX EQUITY-INCOME/CLASS A
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      13,282
<INVESTMENTS-AT-VALUE>                     14,480
<RECEIVABLES>                              243
<ASSETS-OTHER>                             102
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             14,825 
<PAYABLE-FOR-SECURITIES>                   199
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  47
<TOTAL-LIABILITIES>                        246
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   13,025
<SHARES-COMMON-STOCK>                      853
<SHARES-COMMON-PRIOR>                      440
<ACCUMULATED-NII-CURRENT>                  17
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    339
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   1,198
<NET-ASSETS>                               14,579
<DIVIDEND-INCOME>                          172
<INTEREST-INCOME>                          165
<OTHER-INCOME>                             0
<EXPENSES-NET>                             184
<NET-INVESTMENT-INCOME>                    153
<REALIZED-GAINS-CURRENT>                   346
<APPREC-INCREASE-CURRENT>                  810
<NET-CHANGE-FROM-OPS>                      1,309
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  117
<DISTRIBUTIONS-OF-GAINS>                   85
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    538
<NUMBER-OF-SHARES-REDEEMED>                140
<SHARES-REINVESTED>                        15
<NET-CHANGE-IN-ASSETS>                     9,131
<ACCUMULATED-NII-PRIOR>                    (4)
<ACCUMULATED-GAINS-PRIOR>                  78
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      98
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            190
<AVERAGE-NET-ASSETS>                       8,143
<PER-SHARE-NAV-BEGIN>                      11.74
<PER-SHARE-NII>                            0.57
<PER-SHARE-GAIN-APPREC>                    1.28
<PER-SHARE-DIVIDEND>                       0.17
<PER-SHARE-DISTRIBUTIONS>                  0.32
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        13.27
<EXPENSE-RATIO>                            1.79
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX EQUITY-INCOME FOR THE PERIOD ENDED SEPTEMBER 30, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 082
      <NAME> IDEX EQUITY-INCOME/CLASS B
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C> 
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      13,282 
<INVESTMENTS-AT-VALUE>                     14,480
<RECEIVABLES>                              243
<ASSETS-OTHER>                             102
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             14,825 
<PAYABLE-FOR-SECURITIES>                   199
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  47
<TOTAL-LIABILITIES>                        246
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   13,025 
<SHARES-COMMON-STOCK>                      116
<SHARES-COMMON-PRIOR>                      0
<ACCUMULATED-NII-CURRENT>                  17
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    339
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   1,198
<NET-ASSETS>                               14,579 
<DIVIDEND-INCOME>                          172
<INTEREST-INCOME>                          165
<OTHER-INCOME>                             0
<EXPENSES-NET>                             184
<NET-INVESTMENT-INCOME>                    153
<REALIZED-GAINS-CURRENT>                   346
<APPREC-INCREASE-CURRENT>                  810
<NET-CHANGE-FROM-OPS>                      1,309
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  6
<DISTRIBUTIONS-OF-GAINS>                   85
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    118
<NUMBER-OF-SHARES-REDEEMED>                3
<SHARES-REINVESTED>                        1
<NET-CHANGE-IN-ASSETS>                     9,131
<ACCUMULATED-NII-PRIOR>                    (4)
<ACCUMULATED-GAINS-PRIOR>                  78
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      98
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            190
<AVERAGE-NET-ASSETS>                       667
<PER-SHARE-NAV-BEGIN>                      11.73
<PER-SHARE-NII>                            0.50
<PER-SHARE-GAIN-APPREC>                    1.28 
<PER-SHARE-DIVIDEND>                       0.09
<PER-SHARE-DISTRIBUTIONS>                  0.24 
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        13.27 
<EXPENSE-RATIO>                            2.44
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX EQUITY-INCOME FOR THE PERIOD ENDED SEPTEMBER 30, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL  STATEMENTS.  
</LEGEND>
<CIK> 0000787623 
<NAME> IDEX SERIES FUND 
<SERIES>
      <NUMBER> 083
      <NAME> IDEX EQUITY-INCOME/CLASS C
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                       <C> 
<PERIOD-TYPE>                             YEAR
<FISCAL-YEAR-END>                         SEP-30-1996 
<PERIOD-END>                              SEP-30-1996
<EXCHANGE-RATE>                           1
<INVESTMENTS-AT-COST>                     13,282 
<INVESTMENTS-AT-VALUE>                    14,480
<RECEIVABLES>                             243
<ASSETS-OTHER>                            102
<OTHER-ITEMS-ASSETS>                      0
<TOTAL-ASSETS>                            14,825 
<PAYABLE-FOR-SECURITIES>                  199
<SENIOR-LONG-TERM-DEBT>                   0
<OTHER-ITEMS-LIABILITIES>                 47
<TOTAL-LIABILITIES>                       246
<SENIOR-EQUITY>                           0
<PAID-IN-CAPITAL-COMMON>                  13,025 
<SHARES-COMMON-STOCK>                     130
<SHARES-COMMON-PRIOR>                     24
<ACCUMULATED-NII-CURRENT>                 17
<OVERDISTRIBUTION-NII>                    0
<ACCUMULATED-NET-GAINS>                   339
<OVERDISTRIBUTION-GAINS>                  0
<ACCUM-APPREC-OR-DEPREC>                  1,198
<NET-ASSETS>                              14,579 
<DIVIDEND-INCOME>                         172
<INTEREST-INCOME>                         165
<OTHER-INCOME>                            0
<EXPENSES-NET>                            184
<NET-INVESTMENT-INCOME>                   153
<REALIZED-GAINS-CURRENT>                  346
<APPREC-INCREASE-CURRENT>                 810
<NET-CHANGE-FROM-OPS>                     1,309
<EQUALIZATION>                            0
<DISTRIBUTIONS-OF-INCOME>                 9
<DISTRIBUTIONS-OF-GAINS>                  85
<DISTRIBUTIONS-OTHER>                     0
<NUMBER-OF-SHARES-SOLD>                   130
<NUMBER-OF-SHARES-REDEEMED>               25
<SHARES-REINVESTED>                       1
<NET-CHANGE-IN-ASSETS>                    9,131 
<ACCUMULATED-NII-PRIOR>                   (4)
<ACCUMULATED-GAINS-PRIOR>                 78
<OVERDISTRIB-NII-PRIOR>                   0
<OVERDIST-NET-GAINS-PRIOR>                0
<GROSS-ADVISORY-FEES>                     98
<INTEREST-EXPENSE>                        0
<GROSS-EXPENSE>                           190
<AVERAGE-NET-ASSETS>                      957
<PER-SHARE-NAV-BEGIN>                     11.73
<PER-SHARE-NII>                           0.52
<PER-SHARE-GAIN-APPREC>                   1.28
<PER-SHARE-DIVIDEND>                      0.11
<PER-SHARE-DISTRIBUTIONS>                 0.26
<RETURNS-OF-CAPITAL>                      0
<PER-SHARE-NAV-END>                       13.27
<EXPENSE-RATIO>                           2.34
<AVG-DEBT-OUTSTANDING>                    0
<AVG-DEBT-PER-SHARE>                      0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX  BALANCED FOR THE PERIOD ENDED  SEPTEMBER  30, 1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 091
      <NAME> IDEX BALANCED/CLASS A
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C> 
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      9,059 
<INVESTMENTS-AT-VALUE>                     9,701
<RECEIVABLES>                              572 
<ASSETS-OTHER>                             15
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             10,288 
<PAYABLE-FOR-SECURITIES>                   562
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  40
<TOTAL-LIABILITIES>                        602 
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   7,755 
<SHARES-COMMON-STOCK>                      598
<SHARES-COMMON-PRIOR>                      320
<ACCUMULATED-NII-CURRENT>                  8
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    1,283
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   640
<NET-ASSETS>                               9,686 
<DIVIDEND-INCOME>                          71
<INTEREST-INCOME>                          243
<OTHER-INCOME>                             0
<EXPENSES-NET>                             171
<NET-INVESTMENT-INCOME>                    143
<REALIZED-GAINS-CURRENT>                   1,308
<APPREC-INCREASE-CURRENT>                  212
<NET-CHANGE-FROM-OPS>                      1,663
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  105
<DISTRIBUTIONS-OF-GAINS>                   178
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    330
<NUMBER-OF-SHARES-REDEEMED>                68
<SHARES-REINVESTED>                        16
<NET-CHANGE-IN-ASSETS>                     2,651 
<ACCUMULATED-NII-PRIOR>                    (1)
<ACCUMULATED-GAINS-PRIOR>                  150
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      84
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            171
<AVERAGE-NET-ASSETS>                       5,808 
<PER-SHARE-NAV-BEGIN>                      11.47
<PER-SHARE-NII>                            0.72
<PER-SHARE-GAIN-APPREC>                    1.77
<PER-SHARE-DIVIDEND>                       0.21
<PER-SHARE-DISTRIBUTIONS>                  0.28
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        13.47
<EXPENSE-RATIO>                            1.85
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF IDEX  BALANCED FOR THE PERIOD ENDED  SEPTEMBER  30, 1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 092
      <NAME> IDEX BALANCED/CLASS B
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C> 
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996 
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      9,059 
<INVESTMENTS-AT-VALUE>                     9,701
<RECEIVABLES>                              572
<ASSETS-OTHER>                             15
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             10,288
<PAYABLE-FOR-SECURITIES>                   562
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  40
<TOTAL-LIABILITIES>                        602
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   7,755
<SHARES-COMMON-STOCK>                      51
<SHARES-COMMON-PRIOR>                      0
<ACCUMULATED-NII-CURRENT>                  8
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    1,283
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   640
<NET-ASSETS>                               9,686
<DIVIDEND-INCOME>                          71
<INTEREST-INCOME>                          243
<OTHER-INCOME>                             0
<EXPENSES-NET>                             171
<NET-INVESTMENT-INCOME>                    143
<REALIZED-GAINS-CURRENT>                   1,308
<APPREC-INCREASE-CURRENT>                  212
<NET-CHANGE-FROM-OPS>                      1,663
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  4
<DISTRIBUTIONS-OF-GAINS>                   178
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    53
<NUMBER-OF-SHARES-REDEEMED>                3
<SHARES-REINVESTED>                        1
<NET-CHANGE-IN-ASSETS>                     2,651
<ACCUMULATED-NII-PRIOR>                    (1)
<ACCUMULATED-GAINS-PRIOR>                  150
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      84
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            171
<AVERAGE-NET-ASSETS>                       262
<PER-SHARE-NAV-BEGIN>                      11.47
<PER-SHARE-NII>                            0.63
<PER-SHARE-GAIN-APPREC>                    1.77
<PER-SHARE-DIVIDEND>                       0.13
<PER-SHARE-DISTRIBUTIONS>                  0.41
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        13.46
<EXPENSE-RATIO>                            2.50
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
TATEMENTS  OF IDEX  BALANCED  FOR THE PERIOD ENDED  SEPTEMBER  30, 1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 093
      <NAME> IDEX BALANCED/CLASS C
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      9,059
<INVESTMENTS-AT-VALUE>                     9,701
<RECEIVABLES>                              572
<ASSETS-OTHER>                             15
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             10,288
<PAYABLE-FOR-SECURITIES>                   562
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  40
<TOTAL-LIABILITIES>                        602
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   7,755
<SHARES-COMMON-STOCK>                      70
<SHARES-COMMON-PRIOR>                      293
<ACCUMULATED-NII-CURRENT>                  8
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    1,283
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   640
<NET-ASSETS>                               9,686
<DIVIDEND-INCOME>                          71
<INTEREST-INCOME>                          243
<OTHER-INCOME>                             0
<EXPENSES-NET>                             171
<NET-INVESTMENT-INCOME>                    143
<REALIZED-GAINS-CURRENT>                   1,308
<APPREC-INCREASE-CURRENT>                  212
<NET-CHANGE-FROM-OPS>                      1,663
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  22
<DISTRIBUTIONS-OF-GAINS>                   178
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    63
<NUMBER-OF-SHARES-REDEEMED>                294
<SHARES-REINVESTED>                        8
<NET-CHANGE-IN-ASSETS>                     2,651
<ACCUMULATED-NII-PRIOR>                    (1)
<ACCUMULATED-GAINS-PRIOR>                  150
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      84
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            171
<AVERAGE-NET-ASSETS>                       2,375
<PER-SHARE-NAV-BEGIN>                      11.47
<PER-SHARE-NII>                            0.64
<PER-SHARE-GAIN-APPREC>                    1.77
<PER-SHARE-DIVIDEND>                       0.14
<PER-SHARE-DISTRIBUTIONS>                  0.42
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        13.46
<EXPENSE-RATIO>                            2.40
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX FLEXIBLE  INCOME FOR THE PERIOD ENDED SEPTEMBER 30, 1996, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 051
      <NAME> IDEX FLEXIBLE INCOME/CLASS A
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                      <C>
<PERIOD-TYPE>                            YEAR
<FISCAL-YEAR-END>                        SEP-30-1996
<PERIOD-END>                             SEP-30-1996
<EXCHANGE-RATE>                          1
<INVESTMENTS-AT-COST>                    18,019
<INVESTMENTS-AT-VALUE>                   18,153
<RECEIVABLES>                            910
<ASSETS-OTHER>                           5
<OTHER-ITEMS-ASSETS>                     0
<TOTAL-ASSETS>                           19,068
<PAYABLE-FOR-SECURITIES>                 500
<SENIOR-LONG-TERM-DEBT>                  0
<OTHER-ITEMS-LIABILITIES>                126
<TOTAL-LIABILITIES>                      626
<SENIOR-EQUITY>                          0
<PAID-IN-CAPITAL-COMMON>                 21,060
<SHARES-COMMON-STOCK>                    1,858
<SHARES-COMMON-PRIOR>                    2,158
<ACCUMULATED-NII-CURRENT>                55
<OVERDISTRIBUTION-NII>                   0
<ACCUMULATED-NET-GAINS>                  (2,798)
<OVERDISTRIBUTION-GAINS>                 0
<ACCUM-APPREC-OR-DEPREC>                 125
<NET-ASSETS>                             18,442
<DIVIDEND-INCOME>                        0
<INTEREST-INCOME>                        1,610
<OTHER-INCOME>                           0
<EXPENSES-NET>                           365
<NET-INVESTMENT-INCOME>                  1,245
<REALIZED-GAINS-CURRENT>                 718
<APPREC-INCREASE-CURRENT>                (710)
<NET-CHANGE-FROM-OPS>                    1,253
<EQUALIZATION>                           0
<DISTRIBUTIONS-OF-INCOME>                1,143
<DISTRIBUTIONS-OF-GAINS>                 0
<DISTRIBUTIONS-OTHER>                    0
<NUMBER-OF-SHARES-SOLD>                  204
<NUMBER-OF-SHARES-REDEEMED>              598
<SHARES-REINVESTED>                      94
<NET-CHANGE-IN-ASSETS>                   (1,902)
<ACCUMULATED-NII-PRIOR>                  22
<ACCUMULATED-GAINS-PRIOR>                (3,512)
<OVERDISTRIB-NII-PRIOR>                  0
<OVERDIST-NET-GAINS-PRIOR>               0
<GROSS-ADVISORY-FEES>                    174
<INTEREST-EXPENSE>                       0
<GROSS-EXPENSE>                          365
<AVERAGE-NET-ASSETS>                     18,296
<PER-SHARE-NAV-BEGIN>                    9.17
<PER-SHARE-NII>                          2.23
<PER-SHARE-GAIN-APPREC>                  (1.63)
<PER-SHARE-DIVIDEND>                     0.58
<PER-SHARE-DISTRIBUTIONS>                0.58
<RETURNS-OF-CAPITAL>                     0
<PER-SHARE-NAV-END>                      9.19
<EXPENSE-RATIO>                          1.85
<AVG-DEBT-OUTSTANDING>                   0
<AVG-DEBT-PER-SHARE>                     0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX FLEXIBLE  INCOME FOR THE PERIOD ENDED SEPTEMBER 30, 1996, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 052
      <NAME> IDEX FLEXIBLE INCOME/CLASS B
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      18,019
<INVESTMENTS-AT-VALUE>                     18,153
<RECEIVABLES>                              910
<ASSETS-OTHER>                             5
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             19,068
<PAYABLE-FOR-SECURITIES>                   50
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  126
<TOTAL-LIABILITIES>                        626
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   21,060
<SHARES-COMMON-STOCK>                      54
<SHARES-COMMON-PRIOR>                      0
<ACCUMULATED-NII-CURRENT>                  55
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    (2,798)
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   125
<NET-ASSETS>                               18,442
<DIVIDEND-INCOME>                          0
<INTEREST-INCOME>                          1,610
<OTHER-INCOME>                             0
<EXPENSES-NET>                             365
<NET-INVESTMENT-INCOME>                    1,245
<REALIZED-GAINS-CURRENT>                   718
<APPREC-INCREASE-CURRENT>                  (710)
<NET-CHANGE-FROM-OPS>                      1,253
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  14
<DISTRIBUTIONS-OF-GAINS>                   0
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    59
<NUMBER-OF-SHARES-REDEEMED>                6
<SHARES-REINVESTED>                        1
<NET-CHANGE-IN-ASSETS>                     (1,902)
<ACCUMULATED-NII-PRIOR>                    22
<ACCUMULATED-GAINS-PRIOR>                  (3,512)
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      174
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            365
<AVERAGE-NET-ASSETS>                       227
<PER-SHARE-NAV-BEGIN>                      9.17
<PER-SHARE-NII>                            2.16
<PER-SHARE-GAIN-APPREC>                    (1.63)
<PER-SHARE-DIVIDEND>                       0.52
<PER-SHARE-DISTRIBUTIONS>                  0.52
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        9.18
<EXPENSE-RATIO>                            2.50
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX FLEXIBLE  INCOME FOR THE PERIOD ENDED SEPTEMBER 30, 1996, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 053
      <NAME> IDEX FLEXIBLE INCOME/CLASS C
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      18,019
<INVESTMENTS-AT-VALUE>                     18,153
<RECEIVABLES>                              910
<ASSETS-OTHER>                             5
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             19,068
<PAYABLE-FOR-SECURITIES>                   500
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  126
<TOTAL-LIABILITIES>                        626
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   21,060
<SHARES-COMMON-STOCK>                      96
<SHARES-COMMON-PRIOR>                      61
<ACCUMULATED-NII-CURRENT>                  55
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    (2,798)
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   125
<NET-ASSETS>                               18,442
<DIVIDEND-INCOME>                          0
<INTEREST-INCOME>                          1,610
<OTHER-INCOME>                             0
<EXPENSES-NET>                             365
<NET-INVESTMENT-INCOME>                    1,245
<REALIZED-GAINS-CURRENT>                   718
<APPREC-INCREASE-CURRENT>                  (710)
<NET-CHANGE-FROM-OPS>                      1,253
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  50
<DISTRIBUTIONS-OF-GAINS>                   0
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    71
<NUMBER-OF-SHARES-REDEEMED>                41
<SHARES-REINVESTED>                        5
<NET-CHANGE-IN-ASSETS>                     (1902)
<ACCUMULATED-NII-PRIOR>                    22
<ACCUMULATED-GAINS-PRIOR>                  (3,512)
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      174
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            365
<AVERAGE-NET-ASSETS>                       860
<PER-SHARE-NAV-BEGIN>                      9.17
<PER-SHARE-NII>                            2.17
<PER-SHARE-GAIN-APPREC>                    (1.63)
<PER-SHARE-DIVIDEND>                       0.53
<PER-SHARE-DISTRIBUTIONS>                  0.53
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        9.18
<EXPENSE-RATIO>                            2.40
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM
THE FINANCIAL  STATEMENTS OF IDEX INCOME PLUS FOR THE PERIOD ENDED SEPTEMBER 30,
1996,  AND  IS  QUALIFIED  IN  ITS  ENTIRETY  BY  REFERENCE  TO  SUCH  FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0000787623
<NAME> IDEX SERIES FUND
<SERIES>
     <NUMBER> 031
     <NAME> IDEX INCOME PLUS/CLASS A
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      66,002
<INVESTMENTS-AT-VALUE>                     66,973
<RECEIVABLES>                              2,470
<ASSETS-OTHER>                             1
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             69,444
<PAYABLE-FOR-SECURITIES>                   600
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  134
<TOTAL-LIABILITIES>                        734
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   67,165
<SHARES-COMMON-STOCK>                      6,271
<SHARES-COMMON-PRIOR>                      6,638
<ACCUMULATED-NII-CURRENT>                  332
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    248
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   970
<NET-ASSETS>                               68,710
<DIVIDEND-INCOME>                          86
<INTEREST-INCOME>                          5,573
<OTHER-INCOME>                             0
<EXPENSES-NET>                             921
<NET-INVESTMENT-INCOME>                    4,738
<REALIZED-GAINS-CURRENT>                   782
<APPREC-INCREASE-CURRENT>                  (491)
<NET-CHANGE-FROM-OPS>                      5,029
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  4,531
<DISTRIBUTIONS-OF-GAINS>                   0
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    567
<NUMBER-OF-SHARES-REDEEMED>                1,244
<SHARES-REINVESTED>                        310
<NET-CHANGE-IN-ASSETS>                     (2,016)
<ACCUMULATED-NII-PRIOR>                    158
<ACCUMULATED-GAINS-PRIOR>                  (381)
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      414
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            934
<AVERAGE-NET-ASSETS>                       65,974
<PER-SHARE-NAV-BEGIN>                      10.36
<PER-SHARE-NII>                            2.72
<PER-SHARE-GAIN-APPREC>                    (1.96)
<PER-SHARE-DIVIDEND>                       0.71
<PER-SHARE-DISTRIBUTIONS>                  0.71
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        10.41
<EXPENSE-RATIO>                            1.31
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF IDEX INCOME PLUS FOR THE
PERIOD ENDED SEPTEMBER 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 032
      <NAME> IDEX INCOME PLUS/CLASS B
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      66,002
<INVESTMENTS-AT-VALUE>                     66,973
<RECEIVABLES>                              2,470
<ASSETS-OTHER>                             1
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             69,444
<PAYABLE-FOR-SECURITIES>                   600
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  134
<TOTAL-LIABILITIES>                        734
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   67,165
<SHARES-COMMON-STOCK>                      74
<SHARES-COMMON-PRIOR>                      0
<ACCUMULATED-NII-CURRENT>                  332
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    248
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   970
<NET-ASSETS>                               68,710
<DIVIDEND-INCOME>                          86
<INTEREST-INCOME>                          5,573
<OTHER-INCOME>                             0
<EXPENSES-NET>                             921
<NET-INVESTMENT-INCOME>                    4,738
<REALIZED-GAINS-CURRENT>                   782
<APPREC-INCREASE-CURRENT>                  (491)
<NET-CHANGE-FROM-OPS>                      5,029
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  29
<DISTRIBUTIONS-OF-GAINS>                   0
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    91
<NUMBER-OF-SHARES-REDEEMED>                19
<SHARES-REINVESTED>                        2
<NET-CHANGE-IN-ASSETS>                     (2,016)
<ACCUMULATED-NII-PRIOR>                    158
<ACCUMULATED-GAINS-PRIOR>                  (381)
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      414
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            934
<AVERAGE-NET-ASSETS>                       466
<PER-SHARE-NAV-BEGIN>                      10.35
<PER-SHARE-NII>                            2.65
<PER-SHARE-GAIN-APPREC>                    (1.96)
<PER-SHARE-DIVIDEND>                       0.64
<PER-SHARE-DISTRIBUTIONS>                  0.64
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        10.40
<EXPENSE-RATIO>                            1.96
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX INCOME PLUS FOR THE PERIOD ENDED  SEPTEMBER 30, 1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 033
      <NAME> IDEX INCOME PLUS/CLASS C
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      66,002 
<INVESTMENTS-AT-VALUE>                     66,973
<RECEIVABLES>                              2,470 
<ASSETS-OTHER>                             1
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             69,444 
<PAYABLE-FOR-SECURITIES>                   600
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  134
<TOTAL-LIABILITIES>                        734
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   67,165 
<SHARES-COMMON-STOCK>                      258
<SHARES-COMMON-PRIOR>                      191
<ACCUMULATED-NII-CURRENT>                  332
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    248
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   970
<NET-ASSETS>                               68,710 
<DIVIDEND-INCOME>                          86
<INTEREST-INCOME>                          5,573 
<OTHER-INCOME>                             0
<EXPENSES-NET>                             921
<NET-INVESTMENT-INCOME>                    4,738 
<REALIZED-GAINS-CURRENT>                   782
<APPREC-INCREASE-CURRENT>                  (491) 
<NET-CHANGE-FROM-OPS>                      5,029
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  162
<DISTRIBUTIONS-OF-GAINS>                   0
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    150
<NUMBER-OF-SHARES-REDEEMED>                95
<SHARES-REINVESTED>                        12
<NET-CHANGE-IN-ASSETS>                     (2,016) 
<ACCUMULATED-NII-PRIOR>                    158
<ACCUMULATED-GAINS-PRIOR>                  (381)
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      414
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            934
<AVERAGE-NET-ASSETS>                       2,563 
<PER-SHARE-NAV-BEGIN>                      10.35
<PER-SHARE-NII>                            2.66
<PER-SHARE-GAIN-APPREC>                    (1.96) 
<PER-SHARE-DIVIDEND>                       0.65
<PER-SHARE-DISTRIBUTIONS>                  0.65
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        10.40
<EXPENSE-RATIO>                            1.86
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX TAX EXEMPT FOR THE PERIOD ENDED  SEPTEMBER  30, 1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 021
      <NAME> IDEX TAX EXEMPT/CLASS A
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLAR
       
<S>                                        <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      24,283
<INVESTMENTS-AT-VALUE>                     24,503
<RECEIVABLES>                              1,593
<ASSETS-OTHER>                             775
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             26,871
<PAYABLE-FOR-SECURITIES>                   997
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  70
<TOTAL-LIABILITIES>                        1,067
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   25,361
<SHARES-COMMON-STOCK>                      2,175
<SHARES-COMMON-PRIOR>                      2,416
<ACCUMULATED-NII-CURRENT>                  49
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    174
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   220
<NET-ASSETS>                               25,804
<DIVIDEND-INCOME>                          0
<INTEREST-INCOME>                          1,564
<OTHER-INCOME>                             0
<EXPENSES-NET>                             268
<NET-INVESTMENT-INCOME>                    1,296
<REALIZED-GAINS-CURRENT>                   222
<APPREC-INCREASE-CURRENT>                  3
<NET-CHANGE-FROM-OPS>                      1,521
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  1,284
<DISTRIBUTIONS-OF-GAINS>                   64
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    140
<NUMBER-OF-SHARES-REDEEMED>                466
<SHARES-REINVESTED>                        85
<NET-CHANGE-IN-ASSETS>                     (2,051)
<ACCUMULATED-NII-PRIOR>                    68
<ACCUMULATED-GAINS-PRIOR>                  7
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      160
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            268
<AVERAGE-NET-ASSETS>                       25,926
<PER-SHARE-NAV-BEGIN>                      11.34
<PER-SHARE-NII>                            2.13
<PER-SHARE-GAIN-APPREC>                    (1.48)
<PER-SHARE-DIVIDEND>                       0.56
<PER-SHARE-DISTRIBUTIONS>                  0.63
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        11.36
<EXPENSE-RATIO>                            1.00
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX TAX EXEMPT FOR THE PERIOD ENDED  SEPTEMBER  30, 1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000787623
<NAME>  IDEX SERIES FUND
<SERIES>
      <NUMBER> 022
      <NAME> IDEX TAX EXEMPT/CLASS B
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLAR
       
<S>                                        <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      24,283
<INVESTMENTS-AT-VALUE>                     24,503
<RECEIVABLES>                              1,593
<ASSETS-OTHER>                             775
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             26,871
<PAYABLE-FOR-SECURITIES>                   997
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  70
<TOTAL-LIABILITIES>                        1,067
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   25,361
<SHARES-COMMON-STOCK>                      17
<SHARES-COMMON-PRIOR>                      0
<ACCUMULATED-NII-CURRENT>                  49
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    174
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   220
<NET-ASSETS>                               25,804
<DIVIDEND-INCOME>                          0
<INTEREST-INCOME>                          1,564
<OTHER-INCOME>                             0
<EXPENSES-NET>                             268
<NET-INVESTMENT-INCOME>                    1,296
<REALIZED-GAINS-CURRENT>                   222
<APPREC-INCREASE-CURRENT>                  3
<NET-CHANGE-FROM-OPS>                      1,521
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  4
<DISTRIBUTIONS-OF-GAINS>                   64
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    17
<NUMBER-OF-SHARES-REDEEMED>                0
<SHARES-REINVESTED>                        0
<NET-CHANGE-IN-ASSETS>                     (2,051)
<ACCUMULATED-NII-PRIOR>                    68
<ACCUMULATED-GAINS-PRIOR>                  37
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      60
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            268
<AVERAGE-NET-ASSETS>                       01
<PER-SHARE-NAV-BEGIN>                      11.34
<PER-SHARE-NII>                            2.06
<PER-SHARE-GAIN-APPREC>                    (1.48)
<PER-SHARE-DIVIDEND>                       0.49
<PER-SHARE-DISTRIBUTIONS>                  0.56
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        11.36
<EXPENSE-RATIO>                            1.65
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF IDEX TAX EXEMPT FOR THE PERIOD ENDED  SEPTEMBER  30, 1996,  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL  STATEMENTS.  </LEGEND>
<CIK> 0000787623
<NAME> IDEX SERIES FUND
<SERIES>
      <NUMBER> 023
      <NAME> IDEX TAX EXEMPT/CLASS C
<MULTIPLIER> 1,000
<CURRENCY>  U.S. DOLLAR
       
<S>                                        <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                            1
<INVESTMENTS-AT-COST>                      24,283
<INVESTMENTS-AT-VALUE>                     24,503
<RECEIVABLES>                              1,593
<ASSETS-OTHER>                             775
<OTHER-ITEMS-ASSETS>                       0
<TOTAL-ASSETS>                             26,871
<PAYABLE-FOR-SECURITIES>                   997
<SENIOR-LONG-TERM-DEBT>                    0
<OTHER-ITEMS-LIABILITIES>                  70
<TOTAL-LIABILITIES>                        1,067
<SENIOR-EQUITY>                            0
<PAID-IN-CAPITAL-COMMON>                   25,361
<SHARES-COMMON-STOCK>                      80
<SHARES-COMMON-PRIOR>                      40
<ACCUMULATED-NII-CURRENT>                  49
<OVERDISTRIBUTION-NII>                     0
<ACCUMULATED-NET-GAINS>                    174
<OVERDISTRIBUTION-GAINS>                   0
<ACCUM-APPREC-OR-DEPREC>                   20
<NET-ASSETS>                               25,804
<DIVIDEND-INCOME>                          0
<INTEREST-INCOME>                          1,564
<OTHER-INCOME>                             0
<EXPENSES-NET>                             268
<NET-INVESTMENT-INCOME>                    1,296
<REALIZED-GAINS-CURRENT>                   222
<APPREC-INCREASE-CURRENT>                  3
<NET-CHANGE-FROM-OPS>                      1,521
<EQUALIZATION>                             0
<DISTRIBUTIONS-OF-INCOME>                  26
<DISTRIBUTIONS-OF-GAINS>                   164
<DISTRIBUTIONS-OTHER>                      0
<NUMBER-OF-SHARES-SOLD>                    66
<NUMBER-OF-SHARES-REDEEMED>                28
<SHARES-REINVESTED>                        2
<NET-CHANGE-IN-ASSETS>                     (2,051)
<ACCUMULATED-NII-PRIOR>                    68
<ACCUMULATED-GAINS-PRIOR>                  37
<OVERDISTRIB-NII-PRIOR>                    0
<OVERDIST-NET-GAINS-PRIOR>                 0
<GROSS-ADVISORY-FEES>                      160
<INTEREST-EXPENSE>                         0
<GROSS-EXPENSE>                            268
<AVERAGE-NET-ASSETS>                       556
<PER-SHARE-NAV-BEGIN>                      11.34
<PER-SHARE-NII>                            2.10
<PER-SHARE-GAIN-APPREC>                    (1.48)
<PER-SHARE-DIVIDEND>                       0.53
<PER-SHARE-DISTRIBUTIONS>                  0.60
<RETURNS-OF-CAPITAL>                       0
<PER-SHARE-NAV-END>                        1.36
<EXPENSE-RATIO>                            1.25
<AVG-DEBT-OUTSTANDING>                     0
<AVG-DEBT-PER-SHARE>                       0
        
<PAGE>

</TABLE>


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