IDEX SERIES FUND
485APOS, 1997-12-30
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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.     27
    
                                     and/or

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

   
Amendment No.                    29
    

                        (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 33758-5068
                                          
                     (Name and Address of Agent for Service)

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

   
 |X|  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.
    

|_|   On (date) pursuant to paragraph (b) of Rule 485.

If appropriate, check the following box:

|_|  This  post-effective  amendment  designates  a  new  effective  date  for a
previously filed post-effective amendment.


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

                                                      as filed December 30, 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: (888) 233-4339 (toll free)
                         Prospectus dated March 1, 1998

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 March 1, 1998, 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...........................................................

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

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

     Financial Highlights .....................................................

       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......................................................

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

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

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

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

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

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

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

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

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

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

Miscellaneous Information .....................................................

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

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

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

                                        i


<PAGE>





   
                                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 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, 1997 has been
audited  by  ____________________,  independent  accountants,  whose  report  is
incorporated  by reference  into the SAI.  All periods have been audited  unless
otherwise noted.  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>




                           AGGRESSIVE GROWTH PORTFOLIO

<TABLE>
<CAPTION>

                                SUMMARY OF EXPENSES                                                    CLASS OF SHARES
                                                                                                  A           B         C
===================================================================================================================================
<S>                                                                                             <C>         <C>       <C>

   
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as percentage of offering price)                     5.50%       None      None
Redemption Fees (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)                           _____       _____     _____
                                                                                                -----       -----     -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers) (c)                 _____       _____     _____
    

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                                                                                    _____      _____     _____      _____
B                                                                                    _____      _____     _____      _____
C                                                                                    _____      _____     _____      _____
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                         1 Year    3 Years   5 Years   10 Years
- -----------                                                                         ------    -------   -------   --------
A                                                                                    _____      _____     _____      _____
B                                                                                    _____      _____     _____      _____
C                                                                                    _____      _____     _____      _____
    
</TABLE>

(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 24 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  October 31,
1997.
    

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

   
                                               INVESTMENT OPERATIONS
                                                  NET REALIZED
                      NET ASSET                        AND        TOTAL INCOME  DIVIDENDS  DISTRIBUTIONS
                        VALUE           NET        UNREALIZED    (LOSS) FROM    FROM NET     FROM NET                     NET ASSET
YEAR OR PERIOD       BEGINNING OF    INVESTMENT  GAIN (LOSS) ON   INVESTMENT   INVESTMENT    REALIZED          TOTAL    VALUE AT END
   ENDED (1)            PERIOD     INCOME (LOSS)   INVESTMENTS       INCOME     INCOME    CAPITAL GAINS   DISTRIBUTIONS    OF PERIOD
<S>         <C>        <C>            <C>           <C>            <C>            <C>       <C>            <C>            <C>

 CLASS A
10/31/97
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
10/31/97
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
10/31/97
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    RATIO OF NET
                               AT END OF          NET 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>            <C>

   
 CLASS A
10/31/97
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
10/31/97
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
10/31/97
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%             --
    

   
                  SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 41
    
</TABLE>


                                        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  from goods  produced or sold,
investments made or services performed; (iii) the country in which an issuer has
at least 50% of its assets  situated or (iv) the country in which the issuer has
the principal  trading  market for its  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)                                                                            _____         _____      _____
                                                                                              -----         -----      -----
Total Operating Expenses (c)                                                                  _____         _____      _____
    


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                                                                                    _____      _____     _____      _____
B                                                                                    _____      _____     _____      _____
C                                                                                    _____      _____     _____      _____
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                         1 Year    3 Years   5 Years   10 Years
- -----------                                                                         ------    -------   -------   --------
A                                                                                    _____      _____     _____      _____
B                                                                                    _____      _____     _____      _____
C                                                                                    _____      _____     _____      _____
    

</TABLE>


(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 24 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 period ended October 31,
1997.
    

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%.




                                        6

<PAGE>




<TABLE>
<CAPTION>



   

                         INTERNATIONAL EQUITY PORTFOLIO

                              FINANCIAL HIGHLIGHTS

                                               INVESTMENT OPERATIONS
                                                  NET REALIZED
                      NET ASSET                        AND        TOTAL INCOME  DIVIDENDS  DISTRIBUTIONS
                        VALUE           NET        UNREALIZED    (LOSS) FROM    FROM NET     FROM NET                     NET ASSET
YEAR OR PERIOD       BEGINNING OF    INVESTMENT  GAIN (LOSS) ON   INVESTMENT   INVESTMENT    REALIZED          TOTAL    VALUE AT END
   ENDED (1)            PERIOD     INCOME (LOSS)   INVESTMENTS       INCOME     INCOME    CAPITAL GAINS   DISTRIBUTIONS    OF PERIOD
<S>         <C>       <C>            <C>           <C>            <C>            <C>       <C>            <C>            <C>
   CLASS A
  10/31/97
   CLASS B
  10/31/97
   CLASS C
  10/31/97



                              NET ASSETS    RATIO OF EXPENSES TO AVERAGE    RATIO OF NET
                               AT END OF          NET 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>            <C>
   CLASS A
  10/31/97
   CLASS B
  10/31/97
   CLASS C
  10/31/97





                  SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 41
    
</TABLE>

                                        7

<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, 1997, the
MidCap Index  included  companies  with  capitalizations  between  approximately
$____________  and  $____________.  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


                                        8

<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)                          _____       _____       _____
                                                                                               -----       -----       -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers) (c)                _____       _____       _____
    


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                                                                                    _____      _____     _____      _____
B                                                                                    _____      _____     _____      _____
C                                                                                    _____      _____     _____      _____
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                         1 Year    3 Years   5 Years   10 Years
- -----------                                                                         ------    -------   -------   --------
A                                                                                    _____      _____     _____      _____
B                                                                                    _____      _____     _____      _____
C                                                                                    _____      _____     _____      _____
    


</TABLE>

(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 24 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  October 31,
1997.
    

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%.

                                        9

<PAGE>



<TABLE>
<CAPTION>


                         CAPITAL APPRECIATION PORTFOLIO

                              FINANCIAL HIGHLIGHTS

   
                                              INVESTMENT OPERATIONS
                                                  NET REALIZED
                      NET ASSET                        AND        TOTAL INCOME  DIVIDENDS  DISTRIBUTIONS
                        VALUE           NET        UNREALIZED    (LOSS) FROM    FROM NET     FROM NET                     NET ASSET
YEAR OR PERIOD       BEGINNING OF    INVESTMENT  GAIN (LOSS) ON   INVESTMENT   INVESTMENT    REALIZED        TOTAL     VALUE AT END
   ENDED (1)            PERIOD     INCOME (LOSS)   INVESTMENTS       INCOME     INCOME    CAPITAL GAINS  DISTRIBUTIONS    OF PERIOD
<S>         <C>        <C>           <C>            <C>             <C>         <C>          <C>           <C>            <C>

CLASS A
10/31/97
10/31/96     (2)       $15.75        $(0.02)        $(0.24)         $(0.26)          --           --            --        $15.49
9/30/96     (15)       $13.54        $(0.02)          $3.12           $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
10/31/97
10/31/96     (2)       $15.69        $(0.03)        $(0.24)         $(0.27)          --           --            --        $15.42
9/30/96                $13.49        $(0.10)          $3.12           $3.02          --      $(0.82)       $(0.82)        $15.69

CLASS C
10/31/97
10/31/96     (2)       $15.70        $(0.03)        $(0.24)         $(0.27)          --           --            --        $15.43
9/30/96     (15)       $13.49        $(0.08)          $3.12           $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    RATIO OF NET
                               AT END OF          NET 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>              <C>
   
CLASS A
10/31/97
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
10/31/97
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
10/31/97
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%               --



                  SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 41
</TABLE>
    

                                       10

<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



                                       12

<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)                                                                              _____       _____      _____
                                                                                                -----       -----      -----
Total Operating Expenses (c)                                                                    _____       _____      _____
    

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                                                                                    _____      _____     _____      _____
B                                                                                    _____      _____     _____      _____
C                                                                                    _____      _____     _____      _____
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                         1 Year    3 Years   5 Years   10 Years
- -----------                                                                         ------    -------   -------   --------
A                                                                                    _____      _____     _____      _____
B                                                                                    _____      _____     _____      _____
C                                                                                    _____      _____     _____      _____
    

</TABLE>

(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 24 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  October 31,
1997.
    

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%.

                                       12

<PAGE>


<TABLE>
<CAPTION>


                                GLOBAL PORTFOLIO

                              FINANCIAL HIGHLIGHTS


   
                                             INVESTMENT OPERATIONS
                                                  NET REALIZED
                     NET ASSET                        AND        TOTAL INCOME  DIVIDENDS  DISTRIBUTIONS
                       VALUE           NET        UNREALIZED    (LOSS) FROM    FROM NET     FROM NET                    NET ASSET
YEAR OR PERIOD     BEGINNING OF    INVESTMENT  GAIN (LOSS) ON   INVESTMENT   INVESTMENT    REALIZED        TOTAL      VALUE AT END
   ENDED (1)          PERIOD     INCOME (LOSS)   INVESTMENTS       INCOME     INCOME    CAPITAL GAINS  DISTRIBUTIONS   OF PERIOD
<S>        <C>       <C>           <C>            <C>           <C>             <C>       <C>             <C>           <C>

CLASS A
10/31/97
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
10/31/97
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
10/31/97
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    RATIO OF NET
                               AT END OF          NET 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>            <C>
   
CLASS A
10/31/97
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
10/31/97
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
10/31/97
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%             --


                  SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 41
    
</TABLE>


                                       13

<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



                                       15

<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           None         5.00%     None      None
proceeds, 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)                                                                        _____        _____     _____     _____
                                                                                          -----        -----     -----     -----
Total Operating Expenses (c)                                                              _____        _____     _____     _____
    


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                                                                                    ______        ______     ______      ______
B                                                                                    ______        ______     ______      ______
C                                                                                    ______        ______     ______      ______
T                                                                                    ______        ______     ______      ______
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                          1 Year       3 Years    5 Years    10 Years
- -----------                                                                          ------       -------    -------    --------
A                                                                                    ______        ______     ______      ______
B                                                                                    ______        ______     ______      ______
C                                                                                    ______        ______     ______      ______
T                                                                                    ______        ______     ______      ______
- -------------------------------
</TABLE>
    

(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 24 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  October 31,
1997.
    

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%.


                                       15

<PAGE>

<TABLE>
<CAPTION>


                                GROWTH PORTFOLIO
                              FINANCIAL HIGHLIGHTS

   
                                             INVESTMENT OPERATIONS
                                                 NET REALIZED
                     NET ASSET                       AND        TOTAL INCOME  DIVIDENDS  DISTRIBUTIONS
                       VALUE           NET        UNREALIZED    (LOSS) FROM    FROM NET     FROM NET                    NET ASSET
YEAR OR PERIOD     BEGINNING OF    INVESTMENT  GAIN (LOSS) ON   INVESTMENT   INVESTMENT    REALIZED        TOTAL      VALUE AT END
   ENDED (1)          PERIOD     INCOME (LOSS)   INVESTMENTS       INCOME      INCOME    CAPITAL GAINS  DISTRIBUTIONS   OF PERIOD
<S>           <C>    <C>            <C>            <C>            <C>              <C>    <C>             <C>            <C>

 CLASS A
10/31/97
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

 CLASS B
10/31/97
10/31/96      (2)    $21.85         $(0.01)        $(0.24)        $(0.25)          --          --              --        $21.60
 9/30/96             $22.64         $(0.27)          $4.66          $4.39          --     $(5.18)         $(5.18)        $21.85

 CLASS C
10/31/97
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)
10/31/97
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    RATIO OF NET
                               AT END OF          NET 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>           <C>
   
CLASS A
10/31/97
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%             --

 CLASS B
10/31/97
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
10/31/97
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)
10/31/97
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 41
    

                                       16

<PAGE>




                               C.A.S.E. Portfolio

Objective:  Annual  growth of capital  through  investment  in  companies  whose
management,  financial  resources and fundamentals  appear attractive on a scale
measured against each company's present value.

Investment  Focus:  The C.A.S.E.  Portfolio's  assets are  normally  invested in
companies whose securities are traded on a national  exchange or in the domestic
over-the-counter  markets.  Companies  are  selected  based on  their  perceived
qualitative and quantitative  fundamental strengths,  on a market relative basis
against  other  companies  in the same  industry,  sector and  against the broad
market.

Investor  Profile:  For  investors who seek growth in excess of the S&P 500 on a
quarterly basis, in good markets as well as bad markets,  but want a diversified
portfolio  that seeks to have  investments  in companies  that have below market
risk  characteristics.  The  investor  should  be  comfortable  with  the  price
fluctuations of a stock portfolio.

Primary Investment Practices:  Employing the sub-adviser's  proprietary forms of
market  comparative  and stock specific  research,  companies are selected after
evaluating the present  nature of the economic  cycle and after the  sub-adviser
identifies  what it believes to be attractive  sectors,  industries  and company
specific circumstances.  The Portfolio normally invests in common, preferred and
convertible  stocks of firms that the sub-adviser  believes exhibit below market
risk characteristics  supported by below market multiples on a leading,  lagging
and  ten-year  basis,  and are  perceived  to have  above  average  fundamentals
including  return on equity,  price to earnings  ratio and other  balance  sheet
components to obtain  long-term  capital  growth.  The  sub-adviser  applies its
proprietary  forms of  research  to such  companies  which it  believes  exhibit
superior  products,  above average growth rates along with sound  management and
financials.  Each company  selected in the  Portfolio is monitored  against more
than  two  dozen  disciplines,  on a market  and  comparative  basis,  including
insider's activity, market style leadership, earnings surprise, analyst's change
in earnings projection,  return on equity,  five-year earnings per share growth,
price earnings ratio, price-to-book,  price to cash flow, institutional activity
and holdings,  stock price changes,  price to 200 day moving  average,  price to
historical  rising  inflation,  price to  declining  U.S.  dollar  and  earnings
projected change. The sub-adviser  believes that above average performance is as
much a condition of eliminating  bad situations as it is discovering  good ones.
Securities are sold when companies  appear  overvalued or lose the  fundamentals
necessary  for  future  confidence  as  determined  by  the  sub-adviser  of the
Portfolio. Under certain circumstances, the Portfolio may elect to invest 20% or
more of its investable assets in money market instruments, repurchase agreements
and cash equivalents.
   
    

Sub-Adviser:  C.A.S.E. Management, Inc.


                                       18

<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)                           _____        _____     _____
                                                                                                -----        -----     -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers) (c)                 _____        _____     _____
    


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                                                                                     ______      ______      ______      ______
B                                                                                     ______      ______      ______      ______
C                                                                                     ______      ______      ______      ______
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                           1 Year     3 Years     5 Years    10 Years
- -----------                                                                           ------     -------     -------    --------
A                                                                                     ______      ______      ______      ______
B                                                                                     ______      ______      ______      ______
C                                                                                     ______      ______      ______      ______
    

</TABLE>

(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 24 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  October 31,
1997.
    

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%.




                                       18

<PAGE>


<TABLE>
<CAPTION>


                               C.A.S.E. PORTFOLIO

                              FINANCIAL HIGHLIGHTS



   
                                              INVESTMENT OPERATIONS
                                                 NET REALIZED
                     NET ASSET                       AND        TOTAL INCOME  DIVIDENDS  DISTRIBUTIONS
                       VALUE           NET        UNREALIZED    (LOSS) FROM    FROM NET     FROM NET                    NET ASSET
YEAR OR PERIOD     BEGINNING OF    INVESTMENT  GAIN (LOSS) ON   INVESTMENT   INVESTMENT    REALIZED        TOTAL      VALUE AT END
   ENDED (1)          PERIOD     INCOME (LOSS)   INVESTMENTS      INCOME       INCOME    CAPITAL GAINS  DISTRIBUTIONS   OF PERIOD
<S>         <C>      <C>           <C>            <C>             <C>           <C>         <C>              <C>        <C>

 CLASS A
10/31/97
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
10/31/97
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
10/31/97
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    RATIO OF NET
                               AT END OF          NET 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>            <C>
   
 CLASS A
10/31/97
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
10/31/97
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
10/31/97
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 41
    


                                       19

<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. No more than 10% of the Portfolio's assets
may be invested  in  fixed-income  securities  considered  to be  non-investment
grade, commonly known as "junk bonds."
    

Sub-Adviser:  NWQ Investment Management Company, Inc,


                                       21

<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)                                                                              _____        _____     _____
                                                                                                -----        -----     -----
Total Operating Expenses (c)                                                                    _____        _____     _____
    


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                                                                                      ______     ______       ______      ______
B                                                                                      ______     ______       ______      ______
C                                                                                      ______     ______       ______      ______
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                            1 Year    3 Years      5 Years    10 Years
- -----------                                                                            ------    -------      -------    --------
A                                                                                      ______     ______       ______      ______
B                                                                                      ______     ______       ______      ______
C                                                                                      ______     ______       ______      ______
    

</TABLE>


(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 24 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 period ended  October 31,
1997.
    


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%.





                                       21

<PAGE>

<TABLE>
<CAPTION>

   

                             VALUE EQUITY PORTFOLIO

                              FINANCIAL HIGHLIGHTS


                                              INVESTMENT OPERATIONS
                                                 NET REALIZED
                     NET ASSET                       AND        TOTAL INCOME  DIVIDENDS  DISTRIBUTIONS
                       VALUE           NET        UNREALIZED    (LOSS) FROM    FROM NET     FROM NET                    NET ASSET
YEAR OR PERIOD     BEGINNING OF    INVESTMENT  GAIN (LOSS) ON   INVESTMENT   INVESTMENT    REALIZED        TOTAL      VALUE AT END
   ENDED (1)          PERIOD     INCOME (LOSS)   INVESTMENTS      INCOME       INCOME    CAPITAL GAINS  DISTRIBUTIONS   OF PERIOD
<S>         <C>       <C>            <C>           <C>            <C>            <C>       <C>            <C>            <C>
 CLASS A
10/31/97    (2)
 CLASS B
10/31/97    (2)
 CLASS C
10/31/97    (2)



                              NET ASSETS    RATIO OF EXPENSES TO AVERAGE    RATIO OF NET
                               AT END OF          NET 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>            <C>
 CLASS A
10/31/97    (2)
 CLASS B
10/31/97    (2)
 CLASS C
10/31/97    (2)


</TABLE>



                  SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 41

    

                                       22

<PAGE>



                        Strategic Total Return Portfolio

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

Investment Focus: The Strategic Total Return 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.  It is anticipated that  approximately 25% of the Portfolio's assets
will be invested in  fixed-income  securities,  some of which may be convertible
into common stocks.  No more than 10% of the Portfolio's  assets may be invested
in fixed-income  securities considered to be non-investment grade. 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


                                       24

<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)                            _____       _____     _____
                                                                                                 -----       -----     -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers) (c)                  _____       _____     _____
    


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                                                                                     ______      ______     ______     ______
B                                                                                     ______      ______     ______     ______
C                                                                                     ______      ______     ______     ______
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                           1 Year     3 Years     5 Years   10 Years
- -----------                                                                           ------     -------     ------    -------
A                                                                                     ______      ______     ______     ______
B                                                                                     ______      ______     ______     ______
C                                                                                     ______      ______     ______     ______

    
</TABLE>




(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 24 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  October 31,
1997.
    

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%.




                                       24

<PAGE>






<TABLE>
<CAPTION>


                        STRATEGIC TOTAL RETURN PORTFOLIO


                              FINANCIAL HIGHLIGHTS


   
                                              INVESTMENT OPERATIONS
                                                 NET REALIZED
                     NET ASSET                       AND        TOTAL INCOME  DIVIDENDS  DISTRIBUTIONS
                       VALUE           NET        UNREALIZED    (LOSS) FROM    FROM NET     FROM NET                    NET ASSET
YEAR OR PERIOD     BEGINNING OF    INVESTMENT  GAIN (LOSS) ON   INVESTMENT   INVESTMENT    REALIZED        TOTAL      VALUE AT END
   ENDED (1)          PERIOD     INCOME (LOSS)   INVESTMENTS      INCOME       INCOME    CAPITAL GAINS  DISTRIBUTIONS   OF PERIOD
<S>          <C>     <C>             <C>             <C>          <C>          <C>         <C>              <C>            <C>

  CLASS A
 10/31/97
 10/31/96    (2)     $13.27          $0.01           $0.15        $0.16             --           --              --        $13.43
  9/30/96            $11.74          $0.20           $1.65        $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
 10/31/97
 10/31/96    (2)     $13.27             --           $0.15        $0.15             --           --              --        $13.42
  9/30/96            $11.73          $0.13           $1.65        $1.78        $(0.09)      $(0.15)         $(0.24)        $13.27

  CLASS C
 10/31/97
 10/31/96    (2)     $13.27             --           $0.15        $0.15             --           --              --        $13.42
  9/30/96            $11.73          $0.15           $1.65        $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    RATIO OF NET
                               AT END OF          NET 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>            <C>
   
 CLASS A
10/31/97
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
10/31/97
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
10/31/97
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 41
    

                                       25

<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


                                       27

<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)                           _____       _____     _____
                                                                                                -----       -----     -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers) (c)                 _____       _____     _____
    

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                                                                                   ______       ______       ______       ______
B                                                                                   ______       ______       ______       ______
C                                                                                   ______       ______       ______       ______
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                         1 Year      3 Years      5 Years     10 Years
- -----------                                                                         ------      -------      -------     --------
A                                                                                   ______       ______       ______       ______
B                                                                                   ______       ______       ______       ______
C                                                                                   ______       ______       ______       ______
    


</TABLE>

(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 24 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  October 31,
1997.
    

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%.


                                       27

<PAGE>




<TABLE>
<CAPTION>


                       TACTICAL ASSET ALLOCATION PORTFOLIO


                              FINANCIAL HIGHLIGHTS




   
                                              INVESTMENT OPERATIONS
                                                 NET REALIZED
                     NET ASSET                       AND        TOTAL INCOME  DIVIDENDS  DISTRIBUTIONS
                       VALUE           NET        UNREALIZED    (LOSS) FROM    FROM NET     FROM NET                    NET ASSET
YEAR OR PERIOD     BEGINNING OF    INVESTMENT  GAIN (LOSS) ON   INVESTMENT   INVESTMENT    REALIZED        TOTAL      VALUE AT END
   ENDED (1)          PERIOD     INCOME (LOSS)   INVESTMENTS      INCOME       INCOME    CAPITAL GAINS  DISTRIBUTIONS   OF PERIOD
<S>         <C>       <C>            <C>            <C>            <C>             <C>       <C>           <C>            <C>

CLASS A
10/31/97
10/31/96    (2)       $11.03         $0.02          $0.14          $0.16            --       --                 --        $11.19
9/30/96               $10.00         $0.08          $1.03          $1.11       $(0.08)       --            $(0.08)        $11.03

CLASS B
10/31/97
10/31/96    (2)       $11.02         $0.02          $0.14          $0.16            --       --                 --        $11.18
9/30/96               $10.00         --             $1.03          $1.03       $(0.01)       --            $(0.01)        $11.02

CLASS C
10/31/97
10/31/96    (2)       $11.03         $0.01          $0.14          $0.15            --       --                 --        $11.18
9/30/96               $10.00         $0.02          $1.03          $1.05       $(0.02)       --            $(0.02)        $11.03
    




                              NET ASSETS    RATIO OF EXPENSES TO AVERAGE    RATIO OF NET
                               AT END OF          NET 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>            <C>
   
 CLASS A
10/31/97
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
10/31/97
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
10/31/97
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 41
    

                                       28

<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


                                       30

<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)                            _____      _____      _____
                                                                                                 -----      -----      -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers) (c)                  _____      _____      _____
    


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                                                                                     ______       ______       ______      ______
B                                                                                     ______       ______       ______      ______
C                                                                                     ______       ______       ______      ______
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                           1 Year      3 Years      5 Years    10 Years
- -----------                                                                           ------      -------      -------    --------
A                                                                                     ______       ______       ______      ______
B                                                                                     ______       ______       ______      ______
C                                                                                     ______       ______       ______      ______
</TABLE>
    


(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 24 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  October 31,
1997.
    

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%.




                                       30

<PAGE>






<TABLE>
<CAPTION>




                               BALANCED PORTFOLIO

                              FINANCIAL HIGHLIGHTS



   
                                              INVESTMENT OPERATIONS
                                                 NET REALIZED
                     NET ASSET                       AND        TOTAL INCOME  DIVIDENDS  DISTRIBUTIONS
                       VALUE           NET        UNREALIZED    (LOSS) FROM    FROM NET     FROM NET                    NET ASSET
YEAR OR PERIOD     BEGINNING OF    INVESTMENT  GAIN (LOSS) ON   INVESTMENT   INVESTMENT    REALIZED        TOTAL      VALUE AT END
   ENDED (1)          PERIOD     INCOME (LOSS)   INVESTMENTS      INCOME       INCOME    CAPITAL GAINS  DISTRIBUTIONS   OF PERIOD
<S>         <C>      <C>            <C>            <C>             <C>          <C>         <C>            <C>           <C>

CLASS A
10/31/97
10/31/96    (2)      13.47          $0.01          $0.10           $0.11             --          --             --       $13.58
9/30/96              11.47          $0.24          $2.25           $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
10/31/97
10/31/96    (2)      13.46             --          $0.10           $0.10             --          --             --       $13.56
9/30/96              11.47          $0.15          $2.25           $2.40        $(0.13)     $(0.28)        $(0.41)       $13.46

CLASS C
10/31/97
10/31/96    (2)      13.46          $0.01          $0.10           $0.11             --          --             --       $13.57
9/30/96              11.47          $0.16          $2.25           $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    RATIO OF NET
                               AT END OF          NET 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>            <C>
   
 CLASS A
10/31/97
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
10/31/97
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
10/31/97
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 41
    

                                       31

<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


                                       33

<PAGE>

<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)                            _____       _____      _____
                                                                                                 -----       -----      -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers) (c)                  _____       _____      _____
    


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                                                                                    ______     ______     ______       ______
B                                                                                    ______     ______     ______       ______
C                                                                                    ______     ______     ______       ______
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                          1 Year    3 Years    5 Years     10 Years
- -----------                                                                          ------    -------    -------     --------
A                                                                                    ______     ______     ______       ______
B                                                                                    ______     ______     ______       ______
C                                                                                    ______     ______     ______       ______
    

</TABLE>


(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 24 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  October 31,
1997.
    

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%.




                                       33

<PAGE>


<TABLE>
<CAPTION>

                            FLEXIBLE INCOME PORTFOLIO
                              FINANCIAL HIGHLIGHTS


   
                                              INVESTMENT OPERATIONS
                                                 NET REALIZED
                     NET ASSET                       AND        TOTAL INCOME  DIVIDENDS  DISTRIBUTIONS
                       VALUE           NET        UNREALIZED    (LOSS) FROM    FROM NET     FROM NET                    NET ASSET
YEAR OR PERIOD     BEGINNING OF    INVESTMENT  GAIN (LOSS) ON   INVESTMENT   INVESTMENT    REALIZED        TOTAL      VALUE AT END
   ENDED (1)          PERIOD     INCOME (LOSS)   INVESTMENTS      INCOME       INCOME    CAPITAL GAINS  DISTRIBUTIONS   OF PERIOD
<S>          <C>       <C>           <C>            <C>            <C>         <C>               <C>       <C>            <C>

CLASS A
10/31/97
10/31/96     (2)       $9.19         $0.05            $0.14          $0.19     $(0.05)           --        $(0.05)        $9.33
9/30/96                $9.17         $0.60               --          $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

CLASS B
10/31/97
10/31/96     (2)       $9.18         $0.05            $0.14          $0.19     $(0.05)           --        $(0.05)        $9.32
9/30/96                $9.17         $0.53               --          $0.53     $(0.52)           --        $(0.52)        $9.18

CLASS C
10/31/97
10/31/96     (2)       $9.18         $0.05            $0.14          $0.19     $(0.05)           --        $(0.05)        $9.32
9/30/96                $9.17         $0.54               --          $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    RATIO OF NET
                               AT END OF          NET 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>              <C>
   
CLASS A
10/31/97
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%          --

CLASS B
10/31/97
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
10/31/97
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 41
    

                                       34

<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).  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 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
below B by Moody's or B by S&P.
    

The Portfolio may not invest in commercial  paper of corporate  issuers which is
rated  below  Prime-2  by  Moody's  or A-2 by  S&P.  It may  invest  in  unrated
commercial paper of comparable quality, as determined by the sub-adviser.

Under certain  conditions,  the Portfolio may temporarily  invest some or all of
its assets in short-term  obligations  such as (a) commercial paper and bankers'
acceptances of U.S. banks; (b) U.S. dollar-denominated  obligations of U.S. bank
branches  located  outside  the United  States and of U.S.  branches  of foreign
banks;   (c)  U.S.   dollar-denominated   time  deposits   (subject  to  certain
restrictions  described in the SAI); and (d) obligations of the U.S. government,
its agencies or  instrumentalities.  Before investing in any foreign  short-term
bank obligations,  the sub-adviser will consider factors including the political
and economic  condition  in a country,  the prospect for changes in the value of
its currency, the possibility of expropriation or nationalization,  and interest
payment  limitations,  based  on  existing  or  prior  actions  of  the  foreign
government. Such risks cannot be entirely eliminated from foreign investing.

   
    

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.

                                       36

<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)                                                                               _____      _____      _____
                                                                                                 -----      -----      -----
Total Operating Expenses (c)                                                                     _____      _____      _____
    


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                                                                                   ______     ______     ______        ______
B                                                                                   ______     ______     ______        ______
C                                                                                   ______     ______     ______        ______
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                         1 Year    3 Years    5 Years      10 Years
- -----------                                                                         ------    -------    -------      --------
A                                                                                   ______     ______     ______        ______
B                                                                                   ______     ______     ______        ______
C                                                                                   ______     ______     ______        ______
    

</TABLE>


(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 24 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  October 31,
1997.
    

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%.




                                       36

<PAGE>


<TABLE>
<CAPTION>

                              INCOME PLUS PORTFOLIO
                              FINANCIAL HIGHLIGHTS


   
                                              INVESTMENT OPERATIONS
                                                 NET REALIZED
                     NET ASSET                       AND        TOTAL INCOME  DIVIDENDS  DISTRIBUTIONS
                       VALUE           NET        UNREALIZED    (LOSS) FROM    FROM NET     FROM NET                    NET ASSET
YEAR OR PERIOD     BEGINNING OF    INVESTMENT  GAIN (LOSS) ON   INVESTMENT   INVESTMENT    REALIZED        TOTAL      VALUE AT END
   ENDED (1)          PERIOD     INCOME (LOSS)   INVESTMENTS      INCOME       INCOME    CAPITAL GAINS  DISTRIBUTIONS   OF PERIOD
<S>         <C>      <C>            <C>            <C>             <C>         <C>          <C>            <C>          <C>

CLASS A
10/31/97
10/31/96    (2)      $10.41         $0.04            $0.22          $0.26      $(0.06)           --        $(0.06)      $10.61
9/30/96              $10.36         $0.72            $0.04          $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

CLASS B
10/31/97
10/31/96    (2)      $10.40         $0.05            $0.22          $0.27      $(0.06)           --        $(0.06)      $10.61
9/30/96              $10.35         $0.65            $0.04          $0.69      $(0.64)           --        $(0.64)      $10.40

CLASS C
10/31/97
10/31/96    (2)      $10.40         $0.05            $0.22          $0.27      $(0.06)           --        $(0.06)      $10.61
9/30/96              $10.35         $0.66            $0.04          $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    RATIO OF NET
                               AT END OF          NET 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>              <C>
   
  CLASS A
 10/31/97
 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%           --

  CLASS B
 10/31/97
 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
 10/31/97
 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 41
    

                                       37
<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.

                                       39

<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)                            _____      _____     _____
                                                                                                 -----      -----     -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers) (c)                  _____      _____     _____
    


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                                                                                    ______     ______     ______       ______
B                                                                                    ______     ______     ______       ______
C                                                                                    ______     ______     ______       ______
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                          1 Year    3 Years    5 Years     10 Years
- -----------                                                                          ------    -------    -------     --------
A                                                                                    ______     ______     ______       ______
B                                                                                    ______     ______     ______       ______
C                                                                                    ______     ______     ______       ______
</TABLE>
    


(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 24 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  October 31,
1997.
    

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%.





                                       39

<PAGE>

<TABLE>
<CAPTION>


                              TAX-EXEMPT PORTFOLIO
                              FINANCIAL HIGHLIGHTS

   
                                              INVESTMENT OPERATIONS
                                                 NET REALIZED
                     NET ASSET                       AND        TOTAL INCOME  DIVIDENDS  DISTRIBUTIONS
                       VALUE           NET        UNREALIZED    (LOSS) FROM    FROM NET     FROM NET                    NET ASSET
YEAR OR PERIOD     BEGINNING OF    INVESTMENT  GAIN (LOSS) ON   INVESTMENT   INVESTMENT    REALIZED        TOTAL      VALUE AT END
   ENDED (1)          PERIOD     INCOME (LOSS)   INVESTMENTS      INCOME       INCOME    CAPITAL GAINS  DISTRIBUTIONS   OF PERIOD
<S>        <C>        <C>            <C>            <C>             <C>        <C>          <C>            <C>           <C>

CLASS A
10/31/97
10/31/96   (2)        $11.36         $0.05            $0.04         $0.09      $(0.05)           --        $(0.05)       $11.40
9/30/96               $11.34         $0.55            $0.10         $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

CLASS B
10/31/97
10/31/96   (2)        $11.36         $0.04            $0.04         $0.08      $(0.04)           --        $(0.04)       $11.40
9/30/96               $11.34         $0.48            $0.10         $0.58      $(0.49)      $(0.07)        $(0.56)       $11.36

CLASS C
10/31/97
10/31/96   (2)        $11.36         $0.04            $0.04         $0.08      $(0.04)           --        $(0.04)       $11.40
9/30/96               $11.34         $0.52            $0.10         $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    RATIO OF NET
                               AT END OF          NET 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>             <C>
   
 CLASS A
10/31/97
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%         --

 CLASS B
10/31/97
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
10/31/97
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 41
    

                                       40

<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) On October 1, 1996,  the Fund changed its fiscal year end from  September 30
to October 31.
    

(3) As of  October  1,  1992,  Growth  Portfolio  Class  A and  Flexible  Income
Portfolio Class A discontinued the practice of equalization accounting.

(4) Prior to May 1, 1991, no 12b-1 fees were incurred by Growth  Portfolio Class
A shares.  Effective May 1, 1991, Growth Portfolio Class A shares incurred 12b-1
fees at the rate of 0.25% in accordance with the Plan of Distribution under Rule
12b-1 of the Investment  Company Act of 1940.  Effective  October 1, 1993 Growth
Portfolio  Class A shares' 12b-1 fee rate changed from 0.25% to 0.35%.  Prior to
October 1, 1993, no 12b-1 fees were incurred by Flexible Income  Portfolio Class
A shares.  Effective  October 1, 1993,  Flexible Income Portfolio Class A shares
incurred  12b-1  fees at the  rate of  0.35%  in  accordance  with  the  Plan of
Distribution under Rule 12b-1 of the Investment Company Act of 1940.

(5) On October 1, 1993,  IDEX Total Income Trust ("IDEX Total") was  reorganized
into IDEX II Flexible Income Portfolio,  which had no prior operating history as
of  that  date.  Pursuant  to the  Agreement  and  Plan  of  Reorganization  and
Liquidation,  Flexible Income  Portfolio  acquired all of the assets and assumed
all of the  liabilities of IDEX Total in exchange for Class A shares of Flexible
Income Portfolio.  All historical  financial  information  relates to IDEX Total
prior to the date it was reorganized into Flexible Income Portfolio.

(6) On August 7, 1992,  AEGON High Yield Portfolio was reorganized  into IDEX II
Income Plus Portfolio  (formerly known as IDEX II High Yield  Portfolio),  which
had no prior  operating  history as of that date.  Pursuant to the Agreement and
Plan of Reorganization  and Liquidation,  the Income Plus Portfolio acquired all
of the assets and assumed all the  liabilities of AEGON High Yield  Portfolio in
exchange  for  shares  of  Income  Plus  Portfolio.   All  historical  financial
information prior to August 7, 1992 relates to AEGON High Yield Portfolio.

(7) On August 7, 1992, AEGON  Tax-Exempt  Portfolio was reorganized into IDEX II
Tax-Exempt  Portfolio,  which had no prior  operating  history  as of that date.
Pursuant  to the  Agreement  and Plan of  Reorganization  and  Liquidation,  the
Tax-Exempt  Portfolio  acquired  all  of  the  assets  and  assumed  all  of the
liabilities of AEGON  Tax-Exempt  Portfolio in exchange for shares of Tax-Exempt
Portfolio.  All historical financial information prior to August 7, 1992 relates
to AEGON Tax-Exempt Portfolio.

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

(9) Total return has been calculated  without deduction of a sales load, if any,
on an initial  purchase 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.


                                       43

<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.



                                       44

<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 both standard and  non-standard
ways. In accordance with rules of the SEC and NASD, any non-standard performance
included in  advertising  or sales  literature  must be  accompanied by standard
performance.  The  Portfolios  may also  advertise  their returns for periods in
addition to those required by the NASD and SEC. In advertising  their returns in
non-standard  ways, the Portfolios may not deduct  applicable sales charges.  In
such cases,  the returns of the Portfolios will be higher than if the applicable
sales charges had been  deducted.
    

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
General 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.


                                       45

<PAGE>



In addition, a Portfolio may make appropriate  comparisons of its performance to
the  performance  of  other  types of  investments,  including  certificates  of
deposit,  savings accounts and U.S. Treasury securities,  or of certain interest
rate and inflation indexes, such as the Consumer Price Index.


All performance  figures are based on historical results and are not intended to
predict  future  performance.  The investment  return and principal  value of an
investment will fluctuate so that an investor's shares,  when sold, may be worth
more or less than their original cost.

   
                    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 (888)
233-4339 (toll free)  Monday-Thursday,  8 a.m.-7 p.m. and Friday, 8 a.m.- 6 p.m.
Eastern Time, or contact your representative.

                                HOW TO BUY SHARES

Buying shares in IDEX is a three-step process:

1.   Select the class of shares you want to buy.

2.   Open an account.

3.   Pay for the shares.

If you're  buying  through an IDEX  representative,  he or she can help you.  If
you're investing on your own, here's what to do:

1.   Select the class of shares you want to buy

All the  Portfolios  are  available  in Class  A, B and C  shares.  (The  Growth
Portfolio has Class T shares,  but they can be bought only by  shareholders  who
owned shares of IDEX Fund or IDEX Fund 3 on or before September 20, 1996.)

Which  class   makes  the  most  sense  for  you  depends  on  your   particular
circumstances  and  investment  goals.  It will help with your  decision  to ask
yourself these questions:

o    How much do I intend to invest?  For example,  Class A and T shares have an
     up-front  shares  charge,  but if you  invest  enough  you  may get a lower
     percentage sales charge or no sales charge at all.

o    How long do I  intend  to keep my  shares?  Class B  shares  don't  have an
     up-front  sales charge,  but they do charge a sales load if you redeem them
     during the first six years.  This load decreases each year and goes to zero
     after six years. Class A, C and T shares are generally not subject to sales
     charges when you redeem.  However,  if you buy $1 million  worth or more of
     Class A or T shares and thus don't pay an up-front  sales charge,  you will
     pay a deferred  sales charge of 1% if you redeem any of those shares within
     the first 24 months after buying them, unless they were purchased through a
     qualified retirement plan.

o    Will I keep my shares  long  enough so that the higher  annual fees paid by
     Class B or C shares will add up to more than the  up-front  sales charge on
     Class A or T  shares?  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 C shares. Class C shares have lower service
     and  distribution  charges than Class B shares,  but they don't  convert to
     Class A shares  free of the  sales  charge.  Class T  shares  have a higher
     up-front  sales  charge,  but are not  subject to annual  distribution  and
     service fees.

The different  classes of shares  represent  interests in the same  portfolio of
investments  and generally  have the same rights.  But each class bears separate
expenses and has separate voting rights on matters involving that class.

Dividends and other  distributions  are calculated in a similar fashion and paid
at the same time for each class of shares.  Because  they have higher  expenses,
Class B and C shares are likely to pay lower income  dividends than Class A or T
shares.
    

                                       46

<PAGE>



   
                        BRIEF COMPARISON OF SHARE CLASSES



                                 CLASS A    CLASS B    CLASS C    CLASS T
Up-front sales charge              Yes        No         No         Yes
Higher ongoing distribution        No         Yes        Yes        No
  and service fees
Sales charge on redemption         No**       Yes*       No         No***
Quantity sales charge discounts    Yes        No         No         Yes
  available


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

**   A 1%  deferred  sales  charge will be applied to any  redemption  within 24
     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.

    


   
2.   Open an account

Fill out the New Account Application form included with this Prospectus and send
it to IDEX. IRAs and other retirement accounts require a different  application.
To open an IRA or other retirement account,  call or write IDEX for the required
application.

If you  already  have an account in an IDEX  Portfolio,  and you want to open an
account in another Portfolio with the same account  features,  you don't need to
submit an application. Simply call or write to IDEX.

Note:On your  application,  you must  include  your Social  Security or Taxpayer
Identification  Number.  If you  don't,  your  account  may be subject to backup
withholding or be closed.

The Fund reserves the right to reject any purchase.

3.   Pay for Your Shares

You may buy shares in four ways:

     a.   By check:

Make check payable to Idex Investor Services, Inc. and send it to:

    Idex Investor Services, Inc.
    P.O. Box 9015
    Clearwater, FL 33758-9015
                      or
    201 Highland Avenue
    Largo, FL 33770-2597
    (for overnight express deliveries only)

     b.   By Automatic Investment Plan:

With an Automatic Investment Plan, you invest a level dollar amount on a regular
basis and have that amount  deducted  from your bank  account on any day between
the 3rd and 28th of the month. Your money will be transferred electronically. To
establish,  change or discontinue an Automatic Investment Plan, call or write to
IDEX.

     c.   By telephone:

You can  establish  telephone  purchase  privileges  by writing  to IDEX,  or by
selecting Telephone Purchase in Section 4 of your New Account Application. Funds
to pay for telephone purchases will be transferred electronically from your bank
account to IDEX.
    


                                       47

<PAGE>



   
     d.   Through authorized dealers:

Orders of at least $1,000 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.

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  appropriate  sales  charge)  per  Portfolio  account;  however,
purchases through plans for regular  investment,  like the Automatic  Investment
Plan,  don't require a minimum initial  investment.  Investments  made after the
initial purchase must be at least $50 per Portfolio account.

Generally,  the Fund must receive your payment  within three  business days from
when the Fund accepts your dealer's order.

For direct investments,  if your check, draft or electronic transfer is returned
because of insufficient or uncollected  funds or a stop-payment  order, the Fund
may charge a $15 fee (through a redemption of shares).

                            HOW THE SHARES ARE PRICED

To understand  this, you must be familiar with two terms:  Net Asset Value (NAV)
and Public Offering Price.

The Net Asset Value (NAV) of a share is  determined  each business day by adding
up the value of all the assets of the Portfolio,  subtracting  the  liabilities,
then dividing by the number of shares outstanding.

The Public Offering Price of a share is its per-share NAV plus any sales charge.
Since Class B and C shares have no up-front sales charges, their public offering
price is simply the NAV.

When you place an order to buy a number of dollars  worth of shares,  the number
of shares  you  actually  buy  depends  on the  public  offering  price as it is
determined  after IDEX  receives and accepts your order.  The NAV is  determined
separately for each class.  Example:  If you buy $1,000 worth of Class B shares,
and the NAV is $10, you will receive 100 Class B shares of a Portfolio.

The NAV per share of each class 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 business on the Exchange (currently 4:00 p.m. Eastern time). If your order to
purchase  shares is received in proper form, by IDEX by 4:00 p.m.  Eastern time,
your  transaction  will be priced at that day's NAV. If IDEX receives your order
after 4:00 p.m., it will be priced at the next day's NAV.

In  determining  NAV,   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.
Differing  expenses  incurred  by  each  class  result  in  different  NAVs  and
dividends.  The NAV of Class B and C shares will generally be lower than Class A
shares because Class B and C shares carry higher expenses.

                                CLASS "A" SHARES

                             Sales Charges and Fees

When you buy Class A shares, you generally pay an up-front sales charge, as well
as ongoing distribution and service fees up to 0.35% of net assets per year.

                                    Discounts

You can reduce the up-front sales charge percentage in four ways:

     1.   By investing larger amounts.
    


                                       48

<PAGE>



   
     2.   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 purchases.

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

     4.   By investing as part of a qualified group.

1.   Discounts by investing in larger amounts

See the  tables  headed  "Class A Share  Quantity  Discounts"  on the pages that
follow.

NOTE: You generally pay no charge when you redeem Class A shares. But if you buy
$1 million worth or more and thus don't pay an up-front  sales charge,  you will
pay a deferred  sales charge of 1% if you redeem any of those shares  within the
first 24  months  after  buying  them,  unless  they  were  purchased  through a
qualified  retirement  plan. The privilege to purchase Class A shares in amounts
of $1 million or more is not available if another NAV purchase  privilege,  such
as a discount as a result of right of accumulation, is available to you.

The charge is based on either the current  market value or the original  cost of
the shares  being  redeemed,  whichever  is less.  No sales charge is imposed on
increases in net asset value above the initial purchase price.

2.   Discounts by a right of accumulation

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

3.   Discounts by a Letter of Intention

You may earn a sales charge  discount 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.

When you buy under the terms of an LOI, you buy at a discounted  offering  price
during the period of the LOI. During this period,  your purchases are subject to
these rules:

     a.   The first 5% of what you agree to invest  will be put in escrow  until
          the LOI is complete, or 13 months elapse.


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

     c.   Sales charge (and share)  adjustments  will be made if you buy more or
          less than you committed to buy during the LOI period.

     d.   Shares  bought up to 90 days before an LOI may be counted  toward your
          commitment.  The LOI,  however,  will  start  on the day of the  first
          purchase included under it.

     e.   Right of accumulation  can apply to an LOI. That is, the current value
          of all prior Class A purchases  that had a sales charge can be counted
          towards  fulfilling the LOI, but sales charges on the prior  purchases
          will not be adjusted.

     f.   Dividends and capital  gains must be reinvested in additional  shares.
          No cash distributions are allowed on accounts with 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.

4.   Discounts for a qualified group

Members of a qualified  group may buy Class A shares at a reduced  sales  charge
within a specified period.  In reducing the charge,  IDEX takes into account how
much the group intends to buy. A "qualified group" is one which:
    


                                       49

<PAGE>



   
     a.   has been in existence for more than six months,

     b.   has a purpose other than to acquire shares of the Portfolio or similar
          investments, and

     c.   satisfies uniform criteria that allows IDEX and other dealers offering
          Portfolio shares to realize economies of scale.

Pension or other  employee  benefit  plans may be eligible for  qualified  group
purchases.  The Fund reserves the right to change or terminate this privilege at
any time. For information about qualifying groups, call IDEX Customer Service.

                 Waiver of Sales Charges for Certain Individuals

Class A shares may be sold without sales charges to:

o    Current or former trustees,  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
     dealers 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 A shares at NAV may not impose a sales charge when
they re-sell those shares.

                               Dealer Reallowances

IDEX  sells  shares of its  Portfolios  both  directly  and  through  authorized
dealers.  When you buy shares, your Portfolio receives the entire NAV. ISI keeps
the sales charge,  then "reallows" a portion to the dealers through which shares
were purchased. This is how dealers are compensated.

From time to time,  ISI will create  special  promotions  in which  dealers earn
larger  reallowances in return for selling  significant amounts of shares or 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,  in accordance with the
rules of the NASD.

Reallowances may also be given to 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  or  financial  institutions  from its own  funds  for
administrative services for larger accounts.
    


                                       50

<PAGE>






<TABLE>
<CAPTION>
   

                        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

                               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>
Under $50,000                      5.50%                 4.75%                  5.82%
$50,000 to under $100,000          4.75%                 4.00%                  4.99%
$100,000 to under $250,000         3.50%                 2.75%                  3.63%
$250,000 to under $500,000         2.75%                 2.25%                  2.83%
$500,000 to under $1,000,000       2.00%                 1.75%                  2.04%
$1,000,000 and over                0.00%                1.00%*                  0.00%
</TABLE>

* This is not a charge incurred by shareholders.  ISI, at its own expense,  from
time to time, may make the following  payments:  1% of the NAV of shares sold in
amounts of $1,000,000 but less than  $2,500,000;  .75% of the NAV of shares sold
in amounts of  $2,500,000  but less than  $4,000,000;  .50% of the NAV of shares
sold in amounts of $4,000,000 but less than  $5,000,000;  and .25% of the NAV of
shares sold in amounts of  $5,000,000  or more.  The privilege of buying Class A
shares at NAV in amounts of  $1,000,000  or more is not available if another NAV
purchase privilege is also available at the same time.


<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>
Under $50,000                        4.75%                 4.00%                   4.99%
$50,000 to under $100,000            4.00%                 3.25%                   4.17%
$100,000 to under $250,000           3.50%                 2.75%                   3.63%
$250,000 to under $500,000           2.25%                 1.75%                   2.30%
$500,000 to under $1,000,000         1.25%                 1.00%                   1.27%
$1,000,000 and over                  0.00%                0.50%*                   0.00%
</TABLE>

* This is not a charge incurred by shareholders.  ISI, at its own expense,  from
time to time, may make the following  payments:  1% of the NAV of shares sold in
amounts of $1,000,000 but less than  $2,500,000;  .75% of the NAV of shares sold
in amounts of  $2,500,000  but less than  $4,000,000;  .50% of the NAV of shares
sold in amounts of $4,000,000 but less than  $5,000,000;  and .25% of the NAV of
shares sold in amounts of  $5,000,000  or more.  The privilege of buying Class A
shares at NAV in amounts of  $1,000,000  or more is not available if another NAV
purchase privilege is also available at the same time.


                                CLASS "B" SHARES

                                Charges and Fees

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 as long as you own Class B
shares.  When you  redeem  your  shares,  you may  incur a sales  charge,  which
decreases year by year.  Class B shares convert to Class A shares  automatically
after eight years.
    


                                       51

<PAGE>

CLASS B SHARES

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

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


   
Here's how the amount subject to sales charge is determined:

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

o    There is no sales charge 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, lower value.

o    When you put in an order to redeem  Class B shares,  IDEX always  sells the
     longest held shares first,  then the next- longest held,  etc.,  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 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%


Class B shares are not sold in amounts over $500,000.  Besides 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 13th  month  after  their
sale.

                            Waivers of Sales Charges

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

o    Following the death of the shareholder.
    


                                       52

<PAGE>





   
o    Following  the total  disability of the  shareholder,  as determined by the
     Social Security Administration (applies only to shares held at the time the
     disability is determined).

o    On redemptions made under the Fund's  systematic  withdrawal plan, but each
     year this amount may not exceed 12% of the value of the account on the date
     the  systematic  withdrawal  plan was  established.  The Fund's  systematic
     withdrawal plan is discussed in more detail later in this Prospectus.

o    Within  90 days  of  redeeming  Class B  shares  of one  Portfolio,  if you
     reinvest  the  proceeds in Class B shares of another  Portfolio,  the sales
     charge on the first redemption will be waived.

o    On  withdrawals  from IRS  qualified  and  nonqualified  retirement  plans,
     individual  retirement  accounts,   tax-sheltered  accounts,  and  deferred
     compensation plans, where such withdrawals are permitted under the terms of
     the  plan or  account  (e.g.,  attainment  of age 59 1/2,  separation  from
     service,  death,  disability,  loans,  hardships,   withdrawals  of  excess
     contributions pursuant to applicable IRS rules or withdrawals based on life
     expectancy  under  applicable  IRS  rules).  This  waiver  does not include
     transfer  of  asset  redemptions,   broker  directed  accounts  or  omnibus
     accounts.

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

                                CLASS "C" SHARES

                                Charges and Fees

When you buy Class C shares,  you pay no up-front  sales charge.  As long as you
own them,  you will be charged  distribution  and service fees of up to .90% per
year. The Tax-Exempt  Portfolio currently limits these fees to no more than .60%
of average daily net assets attributable to Class C shares.

                               Dealer Reallowances

Currently,  ISI pays dealers a distribution fee of no more than .90% per year of
the average daily net assets of Class C shares the dealer sells.

                                CLASS "T" SHARES
                        (not available to new investors)

                                  Sales Charges

When you buy  Class T shares  of the  Growth  Portfolio,  you  generally  pay an
up-front  sales charge.  You can reduce the sales charge  percentage in the same
four ways that are described above under Class A Shares.  Class T shares are not
subject to annual distribution and service fees.

You generally pay no sales charge when you redeem Class T shares.  As with Class
A shares,  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 24 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.
    


                                       53

<PAGE>

                        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


Under $10,000                    8.50%            7.00%              9.29%
$10,000 to under $25,000         7.75%            6.25%              8.40% 
$25,000 to under $50,000         6.25%            5.50%              6.67% 
$50,000 to under $75,000         5.75%            5.00%              6.10% 
$75,000 to under $100,000        5.00%            4.25%              5.26% 
$100,000 to under $250,000       4.25%            3.75%              4.44% 
$250,000 to under $500,000       3.00%            2.50%              3.09% 
$500,000 to under $1,000,000     1.25%            1.00%              1.27% 
$1,000,000 and over              0.00%            1.00%*             0.00% 

   
*    This is not a charge  incurred by  shareholders.  ISI, at its own  expense,
     from time to time may make the following payments:  1% of the NAV of shares
     sold in  amounts  of  $1,000,000  to under  $2,500,000;  .75% of the NAV of
     shares sold in amounts of $2,500,000 to under  $4,000,000;  .50% of the NAV
     of shares sold in amounts of  $4,000,000 to under  $5,000,000;  and .25% of
     the NAV of shares sold in amounts of $5,000,000  and over. The privilege of
     buying  Class T  shares  at NAV in  amounts  of  $1,000,000  or more is not
     available if another NAV purchase  privilege is also  available at the same
     time.
    


   
                 Waiver of Sales Charges to Certain Individuals

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

o    Current or former trustees,  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
     dealers 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.

                           HOW TO REDEEM (SELL) SHARES

In this section,  the words  "redeem" and "sell" with regard to your shares have
the same meaning.  This section  describes  selling  shares for cash.  For other
circumstances, see Redemption of Shares in the SAI.

When you may redeem

You may redeem your shares at any time.  Your  transaction  will be processed at
the NAV on the day your redemption request is received in proper form.

Redemption and repurchase of shares may be suspended or payment postponed during
any period when the Exchange is closed or trading on the Exchange is restricted.
    


                                       54

<PAGE>



   
When to expect your money

IDEX will  normally  pay you for your shares  within  three days of  receiving a
valid redemption request.  However,  shares purchased by check or electronically
are not considered part of your available balance for 15 days.  Therefore,  IDEX
may not send payment of such  proceeds for up to 15 days from the purchase  date
to allow for  sufficient  clearing  time. You may avoid this delay by purchasing
shares using  either a cashiers'  check,  certified  check or  electronic  funds
transfer.

Payment  by  check  will be sent by  first-class  mail.  If you  want  overnight
delivery  and if the service is available  to your  address,  IDEX will use this
mail service for a $20 service charge. See below for other payment options.

As described  under "How to Buy Shares,"  above,  on Class B and certain Class A
shares,  you will be charged a contingent  deferred sales charge when you redeem
them.

How to Redeem Shares By Mail

Send your redemption request to:

      Idex Investor Services, Inc.
      Attention: Redemptions
      P.O. Box 9015
      Clearwater, FL 33758-9015

Your redemption  request must be signed by the owner(s) of the account,  or by a
person authorized to act for the owner(s). If the shares are held in the name of
a corporation,  partnership or trust,  you must include written  evidence of the
authority of the person making the redemption.

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 the share certificates, they must be returned.

o    Your signature(s) may have to be guaranteed.

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 for 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(s) on the
     account 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    requests to change the registered owners of an account.

o    requests to change  systematic  withdrawal  plan or cash  dividend  payment
     details.

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


                                       55

<PAGE>



   
How to Redeem Shares by Telephone and Get Your Money by Check

You may redeem shares by phone in amounts up to $50,000 per day and receive your
money by check  unless  you have  declined  this  privilege  on the New  Account
Application. Call (888) 233-4339 (toll free) to request a phone redemption.

The Fund, ISI and IDEX are not liable for complying with telephone  instructions
which are believed by the Fund,  ISI and IDEX to be genuine.  The Fund,  ISI and
IDEX will employ reasonable  procedures to make sure telephone  instructions are
genuine. In situations where the Fund, ISI and IDEX reasonably believe they were
acting  on  genuine  telephone  instructions,  you bear the risk of loss.  These
procedures may include  requiring  personal  identification,  providing  written
confirmation of transactions, and tape recording conversations. The Fund has the
right to modify the telephone redemption privilege.

Telephone  redemption  with  payment by check is not  allowed  in the  following
situations:

o    For  shares  that  have  not yet  become  part of  your  available  balance
     (generally  those purchased by check or  electronically  within the past 15
     days).

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

o    For shares of which you have the physical certificates.

o    For accounts where the address has been changed within the past 10 days.


If  the   account  is  held  in  more  than  one  name,   IDEX,   provided   the
accountholder(s) have not declined the telephone redemption privilege on the New
Account  Application,  may accept a  telephone  sale order from any one  account
holder.  Your  registered  representative  may redeem  shares on your  behalf by
telephone  unless you have declined the telephone  redemption  privilege on your
New Account Application.

How to Redeem  Shares by  Telephone  and Get Your Money  Electronically  (Direct
Deposit)

You may redeem up to  $50,000  worth of shares by phone and have your money sent
electronically  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 want to add this  privilege,  mail a  signature-guaranteed
letter  and a voided  check to IDEX.  Electronic  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,  a $10 fee will be charged.
This amount will be deducted from your IDEX account. The receiving bank may also
charge you a fee. Federal funds wire transfers  require a minimum  redemption of
$1,000.  If you  don't  have the wire  transfer  privilege,  and  don't  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  and  including  a  voided  check.  Such a wire
redemption requires a signature guarantee.

How to Redeem Shares Through a Dealer

You  may  also  redeem  through   registered   securities   dealers.   It's  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.

How to Redeem Shares Automatically-Monthly, Quarterly or Annually

You may  set up a  systematic  withdrawal  plan  ("SWP")  on  your  New  Account
Application  or by calling  Customer  Service to get the forms.  To establish an
SWP, you must:

o    Have an account worth at least $10,000 (no minimum for IRA accounts).

o    Withdraw at least $50 with each redemption.

    


                                       56

<PAGE>



   
o    Withdraw no more than 12% annually of the value of your account, if you own
     Class B shares.


You can get your  money by direct  deposit  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'll
receive your money exactly by the date you select.

Before you set up an SWP, be aware of these conditions:

o    If an SWP is established on a new account,  the initial disbursement cannot
     normally  be made  within  15 days of your  initial  purchase  to allow for
     collection of funds.

o    Dividends  and  capital  gains  on  accounts  with an  active  SWP  must be
     reinvested.

o    If the  requested  payments  under an SWP require  sale of more shares than
     have been credited, your original investment may be depleted and ultimately
     exhausted.

o    Payments under an SWP may be taxable.

o    If you have an SWP in a Portfolio and are  simultaneously  buying shares in
     it,  you'll  pay more in sales  charges  than you have to.  This could be a
     disadvantage.


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 accountholder's death.

                             Reinvestment Privilege

If you sell Class A, B or T shares,  you may repurchase  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  privilege  at  any  time.   Certain
distributions from qualified plans are not eligible.

When you exercise the reinvestment privilege:

o    You may  reinvest  the  proceeds  of a Class B share sale in other  Class B
     shares,  and your new shares  will be  considered  the same age as your old
     shares. For example, if you sell three-year-old  shares and buy new shares,
     the new shares will be considered 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    You may reinvest the proceeds of a Class B share sale (less the  contingent
     deferred sales charge) in Class A shares without paying the up-front charge
     on the Class A shares.

                             HOW TO EXCHANGE SHARES

You may exchange shares of one Portfolio for shares in the same class of another
Portfolio of the Fund or for any of the three  portfolios of the Cash Equivalent
Fund ("Money Market Funds") without  incurring a sales charge at the time of the
exchange.   Exchanges  may  be  requested  by  telephone  or  in  writing.   You
automatically  have the telephone  exchange  privilege  unless you decline it on
your New Account  Application.  Exchanges  will be effected as of the end of the
day when your exchange  request is received,  if it is received before the close
of the Exchange, normally 4:00 p.m. Eastern time. These restrictions apply:

o    Exchanges must be made in amounts of $500 or more.

    


                                       57

<PAGE>



   
o    You may exchange Class A shares for A shares,  Class B shares for B shares,
     and Class C shares for C shares in any of the Portfolios.

o    Class T  Shares  may be  exchanged  only  for  Class A  shares  of the IDEX
     Portfolios  other  than the  Growth  Portfolio.  Class A shares of all IDEX
     Portfolios are subject to 12b-1 distribution and service fees.

o    You may not exchange  other  classes of shares of the IDEX  Portfolios  for
     Class T Shares.

o    The Fund  reserves the right to limit  exchanges or modify or terminate the
     exchange privilege at any time.


With Class B shares,  the  contingent  deferred  sales charge will be calculated
from the date you bought your original  shares.  This means your new shares will
be the same age as your old  shares,  so your  sales  charge  will not  increase
because of the exchange.

You may  exchange  all the shares in one account for shares in another  account.
All special  features of the old  account,  such as Automatic  Investment  Plan,
Letter of Intention,  and Systematic Withdrawal Plan, will be transferred to the
new account, unless you instruct otherwise.

You may  exchange  part of the shares in one  account and open a new account for
new shares in another  Fund or  Portfolio.  In partial  exchanges,  all  special
features except Automatic Investment Plan and Systematic Withdrawal Plan will be
transferred to the new account, unless you instruct otherwise.

There is currently  not a fee for  exchanges.  However,  if you request three or
more  exchanges in a calendar  quarter,  a $10 service fee per exchange  will be
charged on the accounts from which shares are being exchanged. This fee has been
imposed  to deter the  practice  of timing the market and to defray the costs of
maintaining an automated exchange service for accounts wherein  transactions are
based upon certain  pre-determined  market indicators  ("Timing  Accounts").  An
account  will be deemed a Timing  Account if three or more  requests to exchange
from a  Portfolio  are  made  in any  calendar  quarter.  Systematic  exchanges,
dividend  reinvestment to a different  Portfolio and exchanges from Money Market
Funds are excluded from this service fee.

Before making an exchange into a Fund or Portfolio which is new to you, read the
Prospectus  carefully.  You can order  Prospectuses  by calling or writing  IDEX
Customer Service.

                               Telephone Exchanges

Call IDEX Customer  Service at (888) 233-4339 (toll free) to request a telephone
exchange.  New shares you acquire by telephone  exchange  must be  registered in
exactly the same name as the shares sold.

Systematic Exchanges

You may choose to  exchange  shares of the same class  automatically  at regular
intervals  from one  Portfolio  to  another  in the same way you  would set up a
Systematic   Withdrawal  Plan.  You  can  do  it  either  on  your  New  Account
Application,  or by calling or writing IDEX. All exchange restrictions described
above also apply to systematic exchanges. In addition, new shares you acquire by
systematic  exchange  must be  registered in exactly the same name as the shares
sold.

                      Money Market Fund Exchange Privilege

You may exchange  Class A, C or T shares for any of the Money Market Funds.  You
may exchange  Class B shares only for the Class B Cash  Equivalent  Money Market
Portfolio.  You may request a Money  Market Fund  exchange by calling or writing
IDEX Customer Service.

Systematic  exchanges  may also be made  between the Money  Market Funds and the
Portfolios of the Fund.

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 received
before the close of the Exchange, normally 4:00 p.m. Eastern time.

Sales  charges  will be applied to  exchanges  from Money  Market Funds when you
originally  invest in the Money  Market  Funds and then decide to  exchange  for
shares of a Portfolio of the Fund.
    


                                       58

<PAGE>



   
The  Money  Market  Funds,  which  are  separately  managed  by  Scudder  Kemper
Investments,  Inc.,  are open-end,  diversified  money market mutual funds.  The
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.

Special Rules for Class B Shares 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 won't be charged a contingent  deferred
sales  charge.  You'll be charged the sales charge if you later sell the Class B
shares of the Cash Equivalent Money Market Portfolio, but the time you held them
will not count toward figuring the sales charge.

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. But 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
held  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 IMPORTANT INFORMATION

                             Minimum Account Balance

If your account balance falls below $500 due to  redemptions,  a $10 fee will be
charged twice a year.  If your account falls below $250 because of  redemptions,
it will be  liquidated  and a check  will be mailed to your  address  of record.
Class B accounts will have applicable sales charges deducted.

No minimum account fees will be charged on:

o    accounts opened within the preceding 24 months;

o    accounts with an active monthly Automatic  Investment Plan ($50 minimum per
     account); or

o    accounts owned by individuals  whose multiple accounts with the same Social
     Security number have a combined balance totaling $5,000 or more.

Before a minimum account fee is assessed or an account is liquidated,  you'll be
given 60 days  notice and will have the  opportunity  to  increase  the  account
balance to at least $500 or to start a monthly Automatic Investment Plan.

                            Repurchase Arrangements

For your  convenience,  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

All classes of shares may be purchased in qualified retirement plans,  including
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 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.
If the  combined  balances of such  accounts  with the same  taxpayer ID number,
under IFTC as custodian, are more than $50,000, there's generally no fee.

The SAI contains more information about retirement plans.  Consult with your tax
adviser about tax issues in such plans.
    


                                       59

<PAGE>



   
                         How Transactions Are Confirmed

After most account transactions,  you'll receive a statement showing the details
of the  transaction.  In addition,  you'll receive a quarterly  statement  which
details all your  financial  transactions  for the period  indicated,  including
dividend and capital gain distributions as well as your electronic transactions.

Historical  Statements.  You may order a  historical  statement  covering  years
before the current year.

Share  Certificates.  Account holders ordinarily don't want share  certificates.
Shares are normally recorded on the Fund's books and no certificates are issued.
You may, however, get 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, 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 canceling and replacing lost or stolen share  certificates.  Remember
that if you ask for a certificate  for your shares,  you won't be able to redeem
or exchange your shares by telephone. You'll have to send your share certificate
to IDEX in order to redeem or exchange those shares.
    

                    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,  each Portfolio, other than the Tax-Exempt
Portfolio,  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.,  Income Plus 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.


                                       60

<PAGE>



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, 1998. However, they may do so in the future.
    

The Flexible Income  Portfolio may also write and purchase options on securities
to attempt to enhance  income.  Call options,  which give the buyer the right to
"call away" a portfolio  security at a  designated  price until a certain  date,
must be "covered" -- that is, the Portfolio must own the securities  required to
fulfill the contract.

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

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.


                                       61

<PAGE>



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, 1998,  although it may do so
in the future.
    

                             Convertible Securities

The Portfolios may invest in varying  degrees in convertible  securities,  which
may include  corporate  notes or preferred  stock,  but ordinarily are long-term
debt  obligations  which are  convertible  at a stated rate and time into common
stock of the issuer.

As with all debt securities,  the market value of convertibles  tends to decline
as  interest  rates rise and to increase  as  interest  rates fall.  Convertible
securities  generally  offer  lower  interest  rates  or  dividend  yields  than
non-convertible securities of similar quality. However, when the market price of
the common stock  underlying a convertible  exceeds the  conversion  price,  the
price of the  convertible  tends to rise like the common stock  price.  When the
price  of  the  underlying  stock  declines,  the  convertible  tends  to  trade
increasingly on a yield basis; therefore,  its price may not fall as much as the
price of the common stock.

Convertible  securities  generally  rank senior to common  stocks in an issuer's
capital  structure.  That means convertible  obligations are supposed to be paid
off before common stock  obligations.  Consequently,  most  convertibles  are of
higher quality and entail less risk of decline in market value than the issuer's
common stock.  However, the extent to which such risk is reduced depends largely
on the market value of the  convertible  as a debt security -- i.e., if compared
to other debt  securities,  the  convertible  pays a competitive  rate and is in
demand, its price will hold up.

Each  Portfolio  that  invests  primarily  in equity  securities  may  invest in
convertibles  as a substitute  for common stock.  When  investing in convertible
debt  securities,  each  Portfolio  will evaluate them for potential  investment
using the same ratings  criteria as such Portfolio  would use for investments in
non-convertible debt securities. See Securities in Which the Portfolios Invest -
Debt Securities.

             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

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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.

                  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.


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                           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 high yield/high risk bonds, commonly referred to as "junk bonds." Junk
bonds are bonds  that are rated  below  investment  grade and  normally  involve
greater risk than investment  grade  securities.  (See Additional Risk Factors.)
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.
    

The  Aggressive  Growth and C.A.S.E.  Portfolios  may invest in debt  securities
rated only in the three  highest  categories  by Moody's  (Aaa,  Aa or A) or S&P
(AAA, AA or A).

The Tactical Asset  Allocation  Portfolio  will limit  investments in commercial
paper to obligations rated Prime-1 by Moody's or A-1 by S&P.

The  Portfolios  may also buy  unrated  securities  that,  in the  sub-adviser's
opinion, are equal in quality to the Portfolio's rated debt securities.

Unrated  debt   securities  are  not  necessarily  of  lower  grade  than  rated
securities,  but they may not be as  attractive to some buyers.  The  Portfolios
rely on the credit analysis of their sub-advisers when investing in unrated debt
securities.

See  the  IDEX  Tax-Exempt  Portfolio  -  Primary  Investment  Practices  for  a
discussion of the Portfolio's investments in debt securities.

                           Other Investment Companies

Certain of the  Portfolios may invest in securities  issued by other  investment
companies,  within limits  described in the SAI and in accordance  with the 1940
Act. These limitations do not apply to investments by the  International  Equity
Portfolio in the GEI  Short-Term  Investment  Fund,  as described  under How the
Portfolios  Invest - Cash  Positions and Debt Investing by Stock  Portfolios.  A
Portfolio may indirectly bear its proportionate share of any investment advisory
fees and  expenses  paid by the funds in which it  invests,  in  addition to the
investment advisory fee and expenses paid by such Portfolio.

The  International  Equity  Portfolio may invest in investment  funds which have
been authorized by the governments of certain  countries  specifically to permit
foreign  investment in  securities  of companies  listed and traded on the stock
exchanges in these countries.

                                Bank Obligations

   
Subject to its investment  policy,  during  temporary  defensive  periods or for
investment  of  incidental  cash  balances and  short-term  cash  management,  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


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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.

                               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;


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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 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  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.


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                                   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.


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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:


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Currency  Value.  Changes  in  currency  exchange  rates may affect the value of
foreign  securities  and the value of their  dividend or interest  payments and,
therefore,  a Portfolio's  share price and returns.  Currency exchange rates are
affected by numerous factors,  including  relative  interest rates,  balances of
trade,  levels of foreign  investment and  manipulation  by central  banks.  The
foreign  currency  market  is  essentially  unregulated  and can be  subject  to
speculative trading.  From time to time, many countries impose exchange controls
which limit or prohibit trading in certain currencies.

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

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

Different  Accounting and Reporting  Practices.  Foreign companies are generally
subject  to tax  laws  and  to  accounting,  auditing  and  financial  reporting
standards,  practices and  requirements  different  from those that apply in the
U.S.

Less Information Available. There is generally less public information available
about foreign companies.

Less  Regulation.   Many  foreign  countries  have  less  stringent   securities
regulations than the U.S.

More  Difficult  Business  Negotiations.  A Portfolio  may find it  difficult to
enforce  obligations in foreign  countries or to negotiate  favorable  brokerage
commission rates.

Reduced Liquidity/Increased Volatility. Some foreign securities are less liquid,
and their prices more volatile, than securities of comparable U.S. companies.

Settlement Delays. Settling foreign securities transactions may take longer than
settlements in the U.S.

Higher  Custody  Charges.  Custodianship  of shares  may cost  more for  foreign
securities than it does for U.S. securities.

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

Political  Instability.  In  some  countries,   political  instability,  war  or
diplomatic developments could affect investments.

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

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

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


                                       69

<PAGE>



A  Portfolio  could  hedge a  position  by selling a second  currency,  which is
expected to perform similarly to the currency in which portfolio investments are
denominated or exposed, for U.S. dollars ("proxy hedge"). Or it may enter into a
forward contract to sell the currency in which the security is denominated for a
second currency that is expected to perform better relative to a given currency,
if the portfolio  manager  believes there is a reasonable  degree of correlation
between movements in the two currencies ("cross-hedge").

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

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

                Futures, Options and Other Derivative Instruments

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

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

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

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

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

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

                             Fixed Income Investing

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

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

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

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

                           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.


                                       70

<PAGE>

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

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

The performance of high-yield debt securities in an economic  downturn cannot be
precisely predicted.

Appendix A of this Prospectus  contains a description of bond rating  categories
and includes a weighted  average  debt rating table for the Flexible  Income and
Income Plus Portfolios.

                               Special Situations

Each  Portfolio may invest in "special  situations"  from time to time.  Special
situations  arise  when,  in the  opinion of a  portfolio  manager,  a company's
securities may be recognized, then increase considerably in price, due to:

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.

                                       71

<PAGE>



                     Advisory Fees Paid by These Portfolios

IMI is  responsible  for  furnishing or causing to be furnished to each of these
Portfolios  investment  advice  and  recommendations,  and for  supervising  the
purchase and sale of securities as directed by Fund officers.  In addition,  IMI
is responsible for the administration of each of these Portfolios.

The Portfolios pay IMI an annual fee, computed daily and paid monthly,  based on
each  Portfolio's  average  daily  net  assets,  as  shown in the  Advisory  Fee
Schedule.

The investment advisory fees paid by these Portfolios are higher than those paid
by most other funds.

                           Advisory Fee Reimbursement

   
IMI will reimburse each of these Portfolios, other than the Global 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 1.50% of that Portfolio's
average  daily  net  assets.  The  Global  Portfolio  does not  have an  expense
limitation.
    

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.

   
    


                           Advisory Fee Reimbursement

   
ISI will  reimburse  the  following  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 the following  percentages of each Portfolio's  average daily
net  assets:  Tax-Exempt  Portfolio,   1.00%;  Income  Plus  Portfolio,   1.25%;
Aggressive Growth,  C.A.S.E.,  Value Equity, Strategic Total Return and Tactical
Asset Allocation Portfolios,  1.50%. The International Equity Portfolio does not
have an expense limitation.
    


                                       72

<PAGE>






<TABLE>
<CAPTION>

   
   ACTUAL ADVISORY FEE RATIOS FOR                                 TOTAL ACTUAL EXPENSE RATIOS FOR THE FISCAL
        THE FISCAL YEAR ENDED                                            YEAR ENDED OCTOBER 31, 1997,
          OCTOBER 31, 1997                                          INCLUDING THE INVESTMENT ADVISORY FEE.
    

                    PERCENTAGE OF AVERAGE                                               PERCENTAGE OF AVERAGE 
                       DAILY NET ASSETS                                                     DAILY NET ASSETS
                                                                                       CLASS A     CLASS B     CLASS C     CLASS T
<S>                         <C>                            <C>                         <C>         <C>         <C>         <C>
Capital Appreciation*                                      Capital Appreciation*
Global                                                     Global
Growth                                                     Growth
Balanced*                                                  Balanced*
Flexible Income*                                           Flexible Income*
*Net of fees waived by IMI                                 *Net of fees waived by IMI
</TABLE>



<TABLE>
<CAPTION>


                              ADVISORY FEE SCHEDULE

                              CAPITAL
AVERAGE DAILY NET ASSETS      APPRECIATION    GLOBAL      GROWTH       BALANCED         FLEXIBLE INCOME
<S>                           <C>             <C>         <C>          <C>              <C> 

First $750 million            1.00%           1.00%       1.00%        1.00%
the next $250 million         0.90%           0.90%       0.90%        0.90%
over $1 billion               0.85%           0.85%       0.85%        0.85%
First $100 million                                                                      0.90%
the next $150 million                                                                   0.80%
over $250 million                                                                       0.70%
</TABLE>


<TABLE>
<CAPTION>

   
   ACTUAL ADVISORY FEE RATIOS FOR              TOTAL ACTUAL EXPENSE RATIOS FOR THE FISCAL
        THE FISCAL YEAR ENDED                         YEAR ENDED OCTOBER 31, 1997,
          OCTOBER 31, 1997                       INCLUDING THE INVESTMENT ADVISORY FEE.
    

                    PERCENTAGE OF AVERAGE                                    PERCENTAGE OF AVERAGE 
                       DAILY NET ASSETS                                         DAILY NET ASSETS
                                                                           CLASS A     CLASS B     CLASS C
<S>                          <C>                 <C>                       <C>          <C>        <C>
   
Aggressive Growth*                               Aggressive Growth*
International Equity*                            International Equity*
C.A.S.E.*                                        C.A.S.E.*
Value Equity*                                    Value Equity*
Strategic Total Return*                          Strategic Total Return*
Tactical Asset Allocation*                       Tactical Asset Allocation*
Income Plus                                      Income Plus
Tax-Exempt*                                      Tax-Exempt*
*Net of fees waived by ISI                       *Net of fees waived by ISI
    

</TABLE>

<TABLE>
<CAPTION>

                              ADVISORY FEE SCHEDULE
                                                                                           TACTICAL
                           AGGRESSIVE    INTERNATIONAL               VALUE     STRATEGIC     ASSET        INCOME        TAX-
AVERAGE DAILY NET ASSETS     GROWTH         EQUITY      C.A.S.E.    EQUITY       TOTAL     ALLOCATION      PLUS        EXEMPT
                                                                                RETURN
<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>



                                       73

<PAGE>




                    Business Expenses Borne by the Portfolios

In addition to the investment advisory fee, under their Advisory Agreements, the
Portfolios  pay  most  of  their  operating  costs,  including   administrative,
bookkeeping and clerical  expenses,  legal fees,  auditing and accounting  fees,
shareholder services and transfer agent fees, custodian fees, costs of complying
with federal and state regulations, preparing, printing and distributing reports
to  shareholders,   non-interested   trustees'  fees  and  expenses,   interest,
insurance,  dues for trade  associations  and taxes. The Portfolios also pay all
brokerage  commissions in connection with portfolio  transactions;  brokerage of
the Portfolios may be placed with  affiliates,  and the sale of Fund shares by a
broker-dealer may be taken into account in placing brokerage.

          Ownership of Idex Management, Inc. and InterSecurities, Inc.

Fifty percent (50%) of the outstanding  stock of IMI and 100% of the outstanding
stock of ISI,  principal  underwriter  of the  Fund's  shares,  is owned by AUSA
Holding  Company  ("AUSA").  AUSA is a holding  company which is wholly owned by
AEGON USA,  Inc.  ("AEGON  USA"),  a financial  services  holding  company whose
primary  emphasis is on life and health  insurance  and  annuity and  investment
products.  AEGON  USA is a wholly  owned  indirect  subsidiary  of  AEGON  nv, a
Netherlands corporation and publicly traded international insurance group. Janus
Capital, the sub-adviser of the Capital Appreciation,  Global, Growth,  Balanced
and Flexible Income Portfolios, owns the remaining 50% of the outstanding shares
of IMI. Kansas City Southern Industries,  Inc., a publicly owned holding company
whose primary subsidiaries are engaged in transportation and financial services,
owns approximately 83% of Janus Capital.

   
The  ownership  of IMI by AUSA and Janus  Capital is the subject of an agreement
among IMI, AUSA and Janus Capital (the "joint venture  agreement")  that expires
no later than March 2, 1998.  In  connection  with the  expiration  of the joint
venture  agreement,  either AUSA or Janus Capital could become the sole owner of
the outstanding  shares of IMI; or outstanding  shares of IMI could be sold to a
third  party.  Under the 1940 Act, a change in  control  of IMI would  generally
trigger  an  "assignment"  and  termination  of  the  Advisory   Agreements  and
Investment  Counsel  Agreements  relating to the Capital  Appreciation,  Global,
Growth,  Balanced and Flexible Income  Portfolios.  New Advisory  Agreements and
Investment  Counsel  Agreements  relating to each of these  Portfolios  would be
subject to the approval of a majority of outstanding  voting  securities of such
Portfolio.
    

                                  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 September 30, 1997,  Alger
Management  had  approximately  $9.2  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.


                                       74

<PAGE>



While Alger  Management  provides  portfolio  management  services,  ISI retains
responsibility  for the performance of such functions.  For its services,  Alger
Management  receives 40% of the fees received by ISI under the Aggressive Growth
Portfolio's  Advisory  Agreement,  less  40% of any  amount  reimbursed  to that
Portfolio or waived by ISI pursuant to that Portfolio's expense limitation.

Portfolio Managers:

David 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,
1997,  Scottish  Equitable  plc had  _____________  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 , 1997, GEIM and GEIC managed assets in excess of  $_______________,
of which more than $_________________ is invested in mutual funds.
    

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,  less
45% of any amount voluntarily  reimbursed to the Portfolio or waived by ISI with
respect to the amount of assets managed by each sub-adviser.
    

Portfolio Managers:
   
At Scottish Equitable,  investment strategy formulation is the responsibility of
the  Investment  Strategy  Group  ("ISG"),   which  consists  of  one  full-time
Investment  Strategist  (currently,  Alastair  Bryne)  working  with a  team  of
analysts/fund managers drawn from our equity and fixed income team.
    


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On a monthly  basis,  the ISG presents the proposed  investment  strategy to the
Investment  Management Board ("IMB").  The IMB consists of Russell Hogan,  Chief
Investment  Officer,  Tom  Crombie,   Chief  Investment  Manager,  Colin  Black,
Investment  Actuary,  Mike  Craston,  Investment  Manager-Business  Development,
Andrew Hartley, Investment Manager-UK Equities and Malcolm Jones, Investment
Manager-International Equities.

The role of the IMB is to review  critically the proposed  investment  strategy,
testing the assumptions of the analysis and ensuring internal consistency.  Once
the IMB is satisfied with the investment  strategy  proposal,  it is adopted and
translated  into asset  allocations  for the Portfolio.  The adopted  investment
strategy and model asset  allocations are  communicated to the whole  investment
team, which also serves as a final check on the adopted investment strategy.  No
one individual is responsible for managing the Portfolio.

Ralph R. Layman leads a team of GEIM  Portfolio  Managers for the  International
Equity Portfolio. Mr. Layman has more than 18 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.

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 was managed by its co-manager, Sandy Rufenacht.
    


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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, 2049 Century Park East,  4th Floor,  Los Angeles,  CA 90067,  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, 1997, NWQ had over $8.1 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 and
may place portfolio  transactions with  broker-dealers  that are affiliated with
ISI or NWQ. 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  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,

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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 J. Luther King, Jr. Luther King is a registered
investment adviser and provides  investment  management  services to accounts of
individual  and other  institutional  investors.  Luther  King has served as the
investment  sub-adviser  to the WRL Series  Fund,  Inc.  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 $4 billion in assets  under  management  as of November 30, 1997.
Dean Investment has served as the investment sub-adviser to the WRL Series Fund,
Inc. Tactical Asset Allocation Portfolio since its inception in January, 1995.
    

Dean Investment  provides ISI with investment advice and recommendations for the
Tactical Asset Allocation Portfolio consistent with that Portfolio's  investment
objective, policies and restrictions,  and supervises all security purchases and
sales on behalf of the Portfolio,  including the  negotiation of commissions and
the allocation of principal business and portfolio brokerage. In allocating such
portfolio transactions, Dean Investment may consider research and other services
furnished to it and may place portfolio  transactions with  broker-dealers  that
are affiliated with ISI or Dean Investment.  In placing portfolio  business with
all   broker/dealers,   Dean  Investment   seeks  the  best  execution  of  each
transaction,  and all brokerage  placement must be consistent  with the Rules of
Fair Practice of the NASD.

While Dean  Investment  provides  portfolio  management  services,  ISI  retains
responsibility  for the  performance of such functions.  For its services,  Dean
Investment  receives 40% of the fees  received by ISI under the  Tactical  Asset
Allocation Portfolio's Advisory Agreement,  less 40% of any amount reimbursed to
that Portfolio or waived by ISI pursuant to that Portfolio's expense limitation.

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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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                 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.


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                            MISCELLANEOUS INFORMATION

                         Organization of the Portfolios

Each  Portfolio is a series of IDEX Series Fund ("the  Fund"),  a  Massachusetts
business  trust that was formed by a Declaration  of Trust dated January 7, 1986
and whose operations are governed by a Restatement of Declaration of Trust dated
as of August 30, 1991  ("Declaration  of Trust").  A copy of the  Declaration of
Trust is on file with the Secretary of the  Commonwealth  of  Massachusetts.  On
September 20, 1996, in a tax free reorganization, IDEX Growth Portfolio acquired
all of the assets and  assumed all of the  liabilities  of each of IDEX Fund and
IDEX Fund 3 in exchange for Class T shares of IDEX Growth Portfolio,  which were
then distributed on a pro rata basis to the respective shareholders of IDEX Fund
and IDEX Fund 3. At that  time,  the Fund  changed  its name from IDEX II Series
Fund to IDEX Series Fund. Before its organization as a series company,  the Fund
was called IDEX II.

Under Massachusetts law,  shareholders of a Massachusetts  business trust could,
under certain  circumstances,  be held personally liable for acts or obligations
of the  Fund.  The  Declaration  of Trust  contains  an  express  disclaimer  of
shareholder  liability  for  acts,  obligations  or  affairs  of the  Fund.  The
Declaration  of Trust also provides for  indemnification  out of Fund assets for
all loss and  expense of any  shareholder  held  personally  liable by reason of
being or having been a  shareholder.  Liability is limited to  circumstances  in
which the Fund itself  would be unable to meet its  obligations,  a  possibility
that IDEX believes is remote.

                  Class A, Class B, Class C and Class T Shares

The Fund is managed by its Board of  Trustees  pursuant  to the  Declaration  of
Trust.  The  Declaration  of Trust  permits  the Board of  Trustees  to issue an
unlimited  number of shares of  beneficial  interest in the Fund.  The shares of
beneficial  interest of each Portfolio are currently divided into three classes:
Class A, Class B, and Class C shares.  In  addition,  the  shares of  beneficial
interest  of IDEX  Growth  Portfolio  only  include  a fourth  class of  shares,
designated Class T shares. Each class represents interests in the same assets of
the Portfolio. The classes differ as follows:

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.

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                           Personal Securities Trading

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

                              Shareholder Meetings

The Fund  does not  intend  to hold  annual  meetings  of  shareholders,  unless
required to do so by the 1940 Act or by the Declaration of Trust. A meeting will
be called for the  election of trustees  upon the written  request of holders of
10% of the outstanding shares of the Fund.  Shareholders have neither preemptive
nor cumulative voting rights.

                               The Transfer Agent

   
Idex Investor Services, Inc., P.O. Box 9015, Clearwater,  Florida 33758-9015, 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"),  801  Pennsylvania,  Kansas City,
Missouri  64105-1307,  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  33758-9015  or  calling  IDEX  Customer  Service  at (888)
233-4339 (toll free).
    

                      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 Federal tax  responsibilities  related to such  distributions.  The
discussions are on taxes in general,  and should not be construed as tax advice.
Shareholders are urged to consult tax-advisers.
    

                     Income and Capital Gains Distributions

   
The Portfolios  may pay  distributions  from various  sources.  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 net of losses realized when securities  owned
by a Portfolio  for more than one year are sold at an amount  greater than their
cost basis.
    

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<PAGE>



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.

   
    


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.

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.  Dividend  checks will be made
payable to the shareholder and mailed to the address of record.  You may request
a different payee or address on the New Account Application.  To change dividend
check  payees for an  existing  account,  mail a  signature  guaranteed  written
request to IDEX.

Any checks which cannot be delivered and are returned by the Post Office 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 not
be disbursed but 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 (888) 233-4339 (toll free) or
writing to IDEX, P.O. Box 9015, Clearwater, FL 33758-9015.
    

                                 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  and  gains  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.


                                       83

<PAGE>



           "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.

   
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.

For tax purposes,  the cost per share 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 on the  date of
purchase.  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
the Taxpayer Relief Act of 1997,  capital gains Federal tax rate of 28% has been
reduced to 20% for individuals in certain  circumstances.  The 20% rate (10% for
those in the 15%  income  tax  bracket)  applies  for sales of  assets  (such as
redemptions  of mutual fund  shares)  from May 7, 1997 through July 28, 1997 for
assets held more than 12 months,  and for sales on July 29, 1997 and later,  for
assets held more than 18 months. Further, for sales of assets after December 31,
2005, for assets held more than 5 years, the tax rate drops to 18% (8% for those
in the 15% tax bracket).  However,  as with all issues relating to your personal
income taxes,  we strongly  encourage you to consult your tax adviser for advice
on how the Taxpayer Relief Act of 1997 will affect you.

For most accounts  (other than  retirement plan accounts which will receive Form
1099-R),  IDEX will provide you with the "cost basis" for the shares you sold in
the tax package  mailed in January.  This cost basis figure is important.  It is
figured on the single  category  average cost  method,  and it may assist you in
reporting the gain or loss on your shares sold.

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 to use 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  you may receive in order to determine gain or loss on
the sale of Portfolio  shares.  Additionally,  your tax adviser should determine
the accuracy and utility of this information according to your situation.
    

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,  should be subject to the same tax rates as
if you sell shares and realize a gain (see above).  The United  States  Treasury
Department has been given authority to write regulations regarding the effect of
the Taxpayer Relief Act of 1997 on capital gain  distributions.  See the SAI and
consult your tax adviser .
    

                           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:


                                       84

<PAGE>



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 "long-term"  capital gains  distributions from the Tax-Exempt
Portfolio are taxable as capital gains.  "Short-term" capital gain distributions
are taxable as ordinary income.
    

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  may 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,  depending  on the
particular  state. Some states may also impose an intangible tax on the value of
shares you own. Consult your tax adviser.
    

                                 Tax Statements

   
Tax forms related to dividends , distributions and redemptions of shares paid by
a Portfolio  are mailed  annually in January for the  preceding  year.  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.









                                       85

<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, 1997, the percentage of security  holdings
by rating category based upon a weighted average was:


BONDS - S&P RATING       FLEXIBLE INCOME PORTFOLIO    INCOME PLUS PORTFOLIO
- ----------------------------------------------------------------------------
AAA                                
AA                                 
A                                  
BBB                                
BB                                 
B                                  
CCC                                
CC                                 
C/NR                               
Preferred Stock/NR                 
Cash, Equivalents and              
 Assets Less Liabilities
Total                              
- --------------------------------------------------------------------------------

No other  Fund held 5% or more of its  assets in bonds  rated  below  investment
grade,  including  unrated bonds deemed to be the  equivalent of  non-investment
grade securities,  for the period ended October 31, 1997. 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,
subject  to the  supervision  of the  Board of  Trustees,  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

                                        1

<PAGE>



if the issuer  does not  appropriate  funds for the lease  payments on an annual
basis, which may result in termination of the lease and possible default.

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

Passive Foreign  Investment  Companies  (PFICs) are foreign  investment funds or
trusts.  In  addition  to bearing  their  proportionate  share of a  Portfolio's
expenses, shareholders may indirectly bear similar expenses of PFICs and similar
trusts.

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

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

Reverse  Repurchase  Agreements involve the sale of a security by a 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.


                                        2

<PAGE>


II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

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

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

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

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

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

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

                                         
                                  March 1, 1998
                                          

                                IDEX SERIES FUND
                         (formerly IDEX II Series Fund)
                               201 Highland Avenue
                            Largo, Florida 33770-2957
                                         
                   Customer Service (888) 233-4339 (toll free)
                                          

     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  March 1,  1998  which  may be
obtained  free of charge by writing or calling the Fund at the above  address or
telephone number. This Statement of Additional  Information  contains additional
and more detailed  information about each Portfolio's  operations and activities
than that set forth in the Prospectus.
    



<PAGE>



                                IDEX SERIES FUND

                       STATEMENT OF ADDITIONAL INFORMATION

                                TABLE OF CONTENTS


INVESTMENT OBJECTIVES..........................................................
INVESTMENT RESTRICTIONS, POLICIES AND PRACTICES................................
  Investment Restrictions of IDEX Aggressive Growth Portfolio .................
  Investment Restrictions of IDEX International Equity Portfolio...............
  Investment Restrictions of IDEX Capital Appreciation Portfolio               
     and IDEX Balanced Portfolio...............................................
  Investment Restrictions of IDEX Global Portfolio.............................
  Investment Restrictions of IDEX Growth Portfolio and IDEX Flexible           
     Income Portfolio..........................................................
  Investment Restrictions of IDEX C.A.S.E. Portfolio...........................
  Investment Restrictions of IDEX Value Equity Portfolio.......................
  Investment Restrictions of IDEX Strategic Total Return Portfolio.............
  Investment Restrictions of IDEX Tactical Asset Allocation Portfolio..........
  Investment Restrictions of IDEX Income Plus Portfolio........................
  Investment Restrictions of IDEX Tax-Exempt Portfolio.........................
OTHER POLICIES AND PRACTICES OF THE PORTFOLIOS.................................
  Futures, Options and Other Derivative Instruments............................
  Futures Contracts ...........................................................
  Options on Futures Contracts.................................................
  Options on Securities........................................................
  Options on Foreign Currencies................................................
  Forward Contracts............................................................
  Swaps and Swap-Related Products..............................................
  Eurodollar Instruments.......................................................
  Special Investment Considerations and Risks..................................
  Additional Risks of Options on Foreign Currencies,
     Forward Contracts and Foreign Instruments.................................
  Other Investment Companies...................................................
  Zero Coupon, Pay-In-Kind and Step Coupon Securities..........................
  Income-Producing Securities..................................................
  Lending of Portfolio Securities..............................................
  Joint Trading Accounts.......................................................
  Illiquid Securities..........................................................
  Repurchase and Reverse Repurchase Agreements.................................
  Pass-through Securities......................................................
  High-Yield/High-Risk Bonds...................................................
  Warrants and Rights..........................................................
  U.S. Government Securities...................................................
  Portfolio Turnover...........................................................

INVESTMENT ADVISORY AND OTHER SERVICES.........................................
  Additional Investment Advisory or Sub-Advisory Services Provided
     by the Sub-Advisers.......................................................

DISTRIBUTOR....................................................................

ADMINISTRATIVE SERVICES........................................................

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

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

                                        i



<PAGE>



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

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

DISTRIBUTION PLANS ............................................................

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

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

SHAREHOLDER ACCOUNTS...........................................................

RETIREMENT PLANS...............................................................

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

TAXES..........................................................................

PRINCIPAL SHAREHOLDERS.........................................................

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

PERFORMANCE INFORMATION .......................................................

FINANCIAL STATEMENTS ..........................................................

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























                                       ii


<PAGE>









                              INVESTMENT OBJECTIVES

     The Prospectus  discusses the investment  objective of each Portfolio,  the
types of  securities  in which each  Portfolio  will invest and the policies and
practices  of  each   Portfolio.   The   following   discussion   of  Investment
Restrictions,   Policies  and  Practices  supplements  that  set  forth  in  the
Prospectus.

     There can be no  assurance  that a  Portfolio  will,  in fact,  achieve its
objective.  A  Portfolio's  investment  objective may be changed by the Board of
Trustees without shareholder approval. A change in the investment objective of a
Portfolio may result in the Portfolio having an investment  objective  different
from that which the shareholder deemed appropriate at the time of investment.  A
Portfolio  will not change  its  objective  without 30 days prior  notice to its
shareholders  nor will it charge  shareholders an exchange fee or redemption fee
after such  notice  and prior to the  expiration  of such 30 day notice  period.
However,  should a shareholder  decide to redeem  Portfolio  shares because of a
change in the objective, the shareholder may realize a taxable gain or loss.

                 INVESTMENT RESTRICTIONS, POLICIES AND PRACTICES

     As  indicated  in the  Prospectus,  each  Portfolio  is  subject to certain
fundamental  policies and restrictions  which as such may not be changed without
shareholder  approval.  Shareholder approval would be the approval by the lesser
of (i) more than 50% of the  outstanding  voting  securities of a Portfolio,  or
(ii) 67% or more of the voting securities present at a meeting if the holders of
more than 50% of the outstanding voting securities of a Portfolio are present or
represented by proxy.

Investment Restrictions of IDEX Aggressive Growth Portfolio

IDEX Aggressive Growth Portfolio may not, as a matter of fundamental policy:

     1. With  respect  to 75% of the  Portfolio's  total  assets,  purchase  the
securities of any one issuer (other than government securities as defined in the
Investment  Company Act of 1940,  as amended (the "1940 Act")),  if  immediately
after and as a result of such  purchase  (a) the  value of the  holdings  of the
Portfolio  in the  securities  of such  issuer  exceeds  5% of the  value of the
Portfolio's  total  assets,  or (b) the  Portfolio  owns  more  than  10% of the
outstanding voting securities of any one class of securities of such issuer;

     2. Purchase any  securities  that would cause more than 25% of the value of
the  Portfolio's  total  assets to be  invested  in the  securities  of  issuers
conducting their principal  business  activities in the same industry;  provided
that there shall be no limit on the purchase of U.S. government securities;

     3. Purchase or sell real estate or real estate limited partnerships, except
that the  Portfolio  may  purchase and sell  securities  secured by real estate,
mortgages or interests  therein and securities that are issued by companies that
invest or deal in real estate;

     4. Invest in  commodities,  except that the  Portfolio may purchase or sell
stock index futures  contracts and related options thereon if thereafter no more
than 5% of its total  assets  are  invested  in  aggregate  initial  margin  and
premiums;

     5.  Make  loans  to  others,   except  through  purchasing  qualified  debt
obligations,   lending   portfolio   securities  or  entering  into   repurchase
agreements;

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

     7.  Borrow  money,  except  that the  Portfolio  may borrow  from banks for
investment  purposes  as set  forth in the  Prospectus  and may also  engage  in
reverse  repurchase  agreements.  Immediately  after  any  borrowing,  including
reverse repurchase agreements, the Portfolio will maintain asset coverage of not
less than 300% with respect to all borrowings; and

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

     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.

                                        1

<PAGE>



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

     (A) The Portfolio may not 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 (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 consolidation, merger or other reorganization;
    

     (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;

     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);


                                        2

<PAGE>



     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 (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 consolidation,  merger or other reorganization.  The
Portfolio may also invest 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.  Investments in GEI Short-Term  Investment Fund are not
considered  investments in another  investment  company for the purposes of this
restriction;
    

     (G) The  Portfolio  may not invest  directly in oil,  gas or other  mineral
development or exploration  programs or leases;  however,  the Portfolio may own
debt or equity securities of companies engaged in those businesses; and

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


                                        3

<PAGE>



     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;

     (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;

                                        4

<PAGE>



     (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 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  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. 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

                                        5

<PAGE>



borrowings).  Any  borrowings  that  exceed 25% of the value of the  Portfolio's
total  assets by reason of a decline in net assets will be reduced  within three
business days to the extent  necessary to comply with the 25%  limitation.  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

     (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;

                                        6

<PAGE>



     2.  Invest  more  than 25% of the  value of its  assets  in any  particular
industry (other than government securities);

     3.  Purchase or sell  physical  commodities  other than foreign  currencies
unless  acquired as a result of ownership of  securities  (but this  restriction
shall not prevent the  Portfolio  from  purchasing or selling  options,  futures
contracts,  caps,  floors and other  derivative  instruments,  engaging  in swap
transactions or investing in securities or other instruments  backed by physical
commodities);

     4. Invest  directly in real estate or interests  in real estate,  including
limited  partnership  interests;  however,  the Portfolio may own debt or equity
securities issued by companies engaged in those businesses;

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

     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;

     (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

                                        7

<PAGE>



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.  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 consolidation, merger or other reorganization; 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);

     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:


                                        8

<PAGE>



     (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.  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 consolidation, merger or other reorganization;
    

     (G) The  Portfolio  may not invest  directly in oil,  gas or other  mineral
development or exploration  programs or leases;  however,  the Portfolio may own
debt or equity securities of companies engaged in those businesses;

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

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

Investment Restrictions of IDEX Value Equity Portfolio

IDEX Value Equity Portfolio may not, as a matter of fundamental policy:

     1. With  respect  to 75% of the  Portfolio's  total  assets,  purchase  the
securities of any one issuer (other than government securities as defined in the
1940 Act) if immediately after and as a result of such purchase (a) the value of
the holdings of the Portfolio in the securities of such issuer exceeds 5% of the
value of the Portfolio's  total assets,  or (b) the Portfolio owns more than 10%
of the  outstanding  voting  securities  of any one class of  securities of such
issuer;

     2. Invest 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);


                                        9

<PAGE>



     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 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
    

                                       10

<PAGE>



   
investment  companies.  Limitations  (i) and (ii) do not  apply to money  market
funds or to securities received as dividends,  through offers of exchange, or as
a result of consolidation, merger or other reorganization;
    

     (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);

     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;


                                       11

<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,  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;

     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


                                       12

<PAGE>



     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

     (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;


                                       13

<PAGE>



     4. Purchase the securities (other than government securities) of any issuer
if, as a result,  more than 5% of the Portfolio's total assets would be invested
in the  securities of such issuer,  provided  that up to 25% of the  Portfolio's
total net assets may be invested without regard to this 5% limitation and in the
case of certificates of deposit, time deposits and banker's  acceptances,  up to
25% of  total  Portfolio  assets  may be  invested  without  regard  to  such 5%
limitation, but shall instead be subject to a 10% limitation;

     5. Invest in mineral leases;

     6. Invest in bank time deposits with maturities of over 7 calendar days, or
invest more than 10% of the Portfolio's  total assets in bank time deposits with
maturities of from 2 business days through 7 calendar days;

     7. Issue senior securities, except to the extent that senior securities may
be deemed to arise from bank  borrowings and purchases of government  securities
on a "when-issued" or "delayed delivery" basis, as described in the Prospectus;

     8.  Underwrite any issue of securities,  except to the extent the Portfolio
may be deemed to be an underwriter in connection  with the sale of its portfolio
securities,  although the  Portfolio may purchase  securities  directly from the
issuers  thereof for investment in accordance  with the  Portfolio's  investment
objective and policies;

     9. Purchase or sell  commodities  or commodity  contracts,  except that the
Portfolio  may purchase and sell  interest  rate futures  contracts  for hedging
purposes as set forth in the Prospectus;

     10.  Purchase  securities on margin or sell "short",  but the Portfolio may
obtain  such  short-term  credits  as may be  necessary  for  the  clearance  of
purchases and sales of securities.  (Initial and maintenance margin deposits and
payment with respect to interest rate futures  contracts are not  considered the
purchase of securities on margin);

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

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

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

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

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

     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;

                                       14

<PAGE>



     (C) Invest in real estate limited partnerships;

   
     (D) 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

     (E)  Purchase  or  sell  interest  rate  futures  contracts  (a)  involving
aggregate  delivery or purchase  obligations in excess of 30% of the Portfolio's
net assets,  or aggregate  margin deposits made by the Portfolio in excess of 5%
of the Portfolio's net assets,  (b) which are not for hedging  purposes only, or
(c)  which  are  executed  under  custodial,   reserve  and  other  arrangements
inconsistent with regulations and policies adopted or positions taken (i) by the
Securities and Exchange  Commission for exemption from  enforcement  proceedings
under  Section 17(f) or 18(f) of the 1940 Act, (ii) by the CFTC for exemption of
investment  companies  registered  under  the  1940  Act  from  registration  as
"commodity pool operators" and from certain provisions of Subpart B of Part 4 of
the  CFTC's  regulations,   or  (iii)  by  state  securities   commissioners  or
administrators in the states in which the Portfolio's shares have been qualified
for public offering.
    

Investment Restrictions of IDEX Tax-Exempt Portfolio

IDEX Tax-Exempt Portfolio may not, as a matter of fundamental policy:

     1.  Underwrite any issue of securities,  except to the extent the Portfolio
may be deemed to be an underwriter in connection  with the sale of its portfolio
securities,  although the Portfolio may purchase Municipal  Obligations directly
from the issuers  thereof for  investment  in  accordance  with the  Portfolio's
investment objective and policies.

     2. Purchase the securities (other than government securities) of any issuer
if, as a result,  more than 5% of the Portfolio's total assets would be invested
in the  securities of such issuer,  provided  that up to 25% of the  Portfolio's
total net assets may be invested without regard to this 5% limitation;

     3.  Invest  in  any  direct  interest  in an  oil,  gas  or  other  mineral
exploration or development program;

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

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

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

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

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

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

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

     11. Purchase or sell commodities or commodity contracts; and

     12. The Portfolio may borrow money only for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 1/3 of the current
value of the  Portfolio's  total assets  (including  the amount  borrowed)  less
liabilities (not

                                       15

<PAGE>



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
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.

                                       16

<PAGE>



          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.

          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.


                                       17

<PAGE>



          The ordinary  spreads between prices in the cash and futures  markets,
          due to  differences  in the nature of those  markets,  are  subject to
          distortions. First, all participants in the futures market are subject
          to initial  margin and  variation  margin  requirements.  Rather  than
          meeting additional variation margin requirements,  investors may close
          out futures  contracts  through  offsetting  transactions  which could
          distort  the normal  price  relationship  between the cash and futures
          markets.  Second,  the  liquidity  of the  futures  market  depends on
          participants entering into offsetting  transactions rather than making
          or taking delivery.  To the extent participants decide to make or take
          delivery,  liquidity in the futures market could be reduced and prices
          in the  futures  market  distorted.  Third,  from the point of view of
          speculators, the margin deposit requirements in the futures market are
          less  onerous  than  margin  requirements  in the  securities  market.
          Therefore,  increased  participation  by  speculators  in the  futures
          market may cause temporary price  distortions.  Due to the possibility
          of the  foregoing  distortions,  a correct  forecast of general  price
          trends by the  portfolio  manager still may not result in a successful
          use of futures contracts.

          Futures  contracts entail risks.  Although each of the Portfolios that
          invests in such  contracts  believes  that their use will  benefit the
          Portfolio,  if the  portfolio  manager's  investment  judgment  proves
          incorrect,  the Portfolio's overall performance could be worse than if
          the Portfolio had not entered into futures contracts.  For example, if
          a Portfolio has hedged  against the effects of a possible  decrease in
          prices  of  securities  held  in its  portfolio  and  prices  increase
          instead,  that  Portfolio  may lose part or all of the  benefit of the
          increased value of the securities  because of offsetting losses in the
          Portfolio's  futures  positions.  In  addition,  if  a  Portfolio  has
          insufficient  cash, it may have to sell  securities from its portfolio
          to meet daily variation margin requirements. Those sales may, but will
          not  necessarily,  be at  increased  prices  which  reflect the rising
          market and may occur at a time when the sales are  disadvantageous  to
          the Portfolio.

          The prices of futures contracts depend primarily on the value of their
          underlying instruments. Because there are a limited number of types of
          futures  contracts,  it is  possible  that  the  standardized  futures
          contracts  available  to a  Portfolio  will  not  match  exactly  such
          Portfolio's current or potential investments.  A Portfolio may buy and
          sell futures contracts based on underlying  instruments with different
          characteristics from the securities in which it typically invests--for
          example, by hedging investments in portfolio securities with a futures
          contract based on a broad index of  securities--which  involves a risk
          that the  futures  position  will not  correlate  precisely  with such
          performance of the Portfolio's investments.

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

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

          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

                                       18

<PAGE>



          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 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

                                       19

<PAGE>



          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.

          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

                                       20

<PAGE>



          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 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

                                       21

<PAGE>



          security at the exercise price and that Portfolio's return will be the
          premium  received  from the put options  minus the amount by which the
          market price of the security is below the exercise price.

          A  Portfolio  may buy put  options  to hedge  against a decline in the
          value of its Portfolio.  By using put options in this way, a Portfolio
          will  reduce  any  profit  it might  otherwise  have  realized  in the
          underlying  security  by the  amount of the  premium  paid for the put
          option and by transaction costs.

          A Portfolio  may buy call options to hedge  against an increase in the
          price of  securities  that it may buy in the future.  The premium paid
          for the call  option  plus  any  transaction  costs  will  reduce  the
          benefit,  if any,  realized  by such  Portfolio  upon  exercise of the
          option,  and,  unless  the  price  of the  underlying  security  rises
          sufficiently, the option may expire worthless to that Portfolio.

          In purchasing an option, a Portfolio would be in a position to realize
          a gain if,  during  the  option  period,  the price of the  underlying
          security  increased  (in the case of a call) or decreased (in the case
          of a put) by an amount in excess of the premium paid and would realize
          a loss if the price of the  underlying  security  did not increase (in
          the case of a call) or  decrease  (in the  case of a put)  during  the
          period by more than the amount of the premium. If a put or call option
          purchased by a Portfolio  were  permitted to expire without being sold
          or exercised, the Portfolio would lose the amount of the premium.

          Although they entitle the holder to buy equity securities, warrants on
          and options to purchase equity securities do not entitle the holder to
          dividends or voting rights with respect to the underlying  securities,
          nor do they  represent any rights in the assets of the issuer of those
          securities.

          In addition to options on  securities,  a Portfolio  may also purchase
          and sell call and put  options on  securities  indexes.  A stock index
          reflects in a single number the market value of many different stocks.
          Relative  values are  assigned to the stocks  included in an index and
          the index  fluctuates with changes in the market values of the stocks.
          The  options  give the holder  the right to receive a cash  settlement
          during  the term of the option  based on the  difference  between  the
          exercise  price and the value of the  index.  By writing a put or call
          option on a securities  index,  the Portfolio is obligated,  in return
          for the  premium  received,  to make  delivery  of  this  amount.  The
          Portfolio  may offset its  position  in stock index  options  prior to
          expiration by entering into a closing transaction on an exchange or it
          may let the option expire unexercised.

          Use of options on securities  indexes entails the risk that trading in
          the  options  may be  interrupted  if trading  in  certain  securities
          included in the index is interrupted.  The Portfolio will not purchase
          these  options   unless  the   sub-adviser   is  satisfied   with  the
          development,  depth and  liquidity  of the  market  and  believes  the
          options can be closed out.

          Price  movements  in the  Portfolio's  securities  may  not  correlate
          precisely with movements in the level of an index and, therefore,  the
          use of options on indexes  cannot  serve as a complete  hedge and will
          depend,  in part, on the ability of its  portfolio  manager to predict
          correctly  movements in the direction of the stock market generally or
          of a  particular  industry.  Because  options  on  securities  indexes
          require  settlement in cash,  the  portfolio  manager may be forced to
          liquidate portfolio securities to meet settlement obligations.

          The  amount of risk a  Portfolio  assumes  when it buys an option on a
          futures  contract  is the  premium  paid for the option  plus  related
          transaction  costs.  In addition to the  correlation  risks  discussed
          above, the purchase of an option also entails the risk that changes in
          the  value  of the  underlying  futures  contract  will  not be  fully
          reflected in the value of the options bought.

     D.   Options on Foreign  Currencies.  Each of the Portfolios other than the
          Tax-Exempt  Portfolio and the Income Plus  Portfolio may buy and write
          options on  foreign  currencies  in a manner  similar to that in which
          futures contracts or forward  contracts on foreign  currencies will be
          utilized. For example, a decline in the U.S. dollar value of a foreign
          currency in which portfolio securities are denominated will reduce the
          U.S.  dollar  value of such  securities,  even if  their  value in the
          foreign  currency remains  constant.  In order to protect against such
          diminutions in the value of portfolio securities,  a Portfolio may buy
          put  options on the  foreign  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.


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<PAGE>



          Conversely,  when a rise in the U.S.  dollar  value of a  currency  in
          which securities to be acquired are denominated is projected,  thereby
          increasing  the  cost of such  securities,  a  Portfolio  may buy call
          options thereon.  The purchase of such options could offset,  at least
          partially,  the effects of the adverse movements in exchange rates. As
          in the case of other  types of  options,  however,  the  benefit  to a
          Portfolio from purchases of foreign  currency  options will be reduced
          by the  amount  of the  premium  and  related  transaction  costs.  In
          addition,  if currency  exchange rates do not move in the direction or
          to  the  extent   desired,   a  Portfolio   could  sustain  losses  on
          transactions  in foreign  currency  options  that would  require  such
          Portfolio to forego a portion or all of the  benefits of  advantageous
          changes in those  rates.  In  addition,  in the case of other types of
          options,  the  benefit  to the  Portfolio  from  purchases  of foreign
          currency  options  will be reduced by the  amount of the  premium  and
          related transaction costs.

          A Portfolio may also write options on foreign currencies. For example,
          in attempting to hedge against a potential  decline in the U.S. dollar
          value  of  foreign  currency  denominated  securities  due to  adverse
          fluctuations  in  exchange  rates,  a  Portfolio  could,   instead  of
          purchasing a put option, write a call option on the relevant currency.
          If the  expected  decline  occurs,  the option will most likely not be
          exercised and the diminution in value of portfolio  securities will be
          offset by the amount of the premium received.

          Similarly,  instead of  purchasing  a call  option to attempt to hedge
          against a potential  increase in the U.S. dollar cost of securities to
          be  acquired,  a Portfolio  could  write a put option on the  relevant
          currency  which,  if rates move in the manner  projected,  will expire
          unexercised and allow that Portfolio to hedge the increased cost up to
          the  amount  of  premium.  As in the case of other  types of  options,
          however, the writing of a foreign currency option will constitute only
          a partial hedge up to the amount of the premium.  If exchange rates do
          not move in the expected direction,  the option may be exercised and a
          Portfolio would be required to buy or sell the underlying  currency at
          a loss which may not be offset by the amount of the  premium.  Through
          the writing of options on foreign  currencies,  a  Portfolio  also may
          lose all or a portion of the benefits which might  otherwise have been
          obtained from favorable movements in exchange rates.

          A Portfolio  may write covered call options on foreign  currencies.  A
          call option written on a foreign  currency by a Portfolio is "covered"
          if that Portfolio owns the underlying  foreign currency covered by the
          call or has an absolute  and  immediate  right to acquire that foreign
          currency without additional cash consideration (or for additional cash
          consideration  that is segregated by its custodian) upon conversion or
          exchange  of other  foreign  currency  held in its  portfolio.  A call
          option is also covered if (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

                                       23

<PAGE>



          may be in U.S. dollars or another currency). A Portfolio will exchange
          foreign  currencies for U.S. Dollars and for other foreign  currencies
          in the  normal  course  of  business  and may buy and sell  currencies
          through  forward  currency  contracts  in  order  to fix a  price  for
          securities  it has  agreed  to buy or sell  ("transaction  hedge").  A
          Portfolio also may hedge some or all of its investments denominated in
          foreign currency or exposed to foreign currency fluctuations against a
          decline in the value of that currency  relative to the U.S.  dollar by
          entering  into  forward  currency  contracts to sell an amount of that
          currency  (or a  proxy  currency  whose  performance  is  expected  to
          replicate or exceed the  performance of that currency  relative to the
          U.S. dollar)  approximating  the value of some or all of its portfolio
          securities  denominated  in that  currency  ("position  hedge")  or by
          participating  in  options or futures  contracts  with  respect to the
          currency.  A Portfolio also may enter into a forward currency contract
          with respect to a currency  where such  Portfolio is  considering  the
          purchase or sale of  investments  denominated in that currency but has
          not yet selected the specific investments  ("anticipatory  hedge"). In
          any of these circumstances a Portfolio may, alternatively,  enter into
          a forward  currency  contract to purchase or sell one foreign currency
          for a second  currency  that is  expected  to perform  more  favorably
          relative to the U.S. dollar if the portfolio manager believes there is
          a  reasonable  degree  of  correlation  between  movements  in the two
          currencies ("cross-hedge").

          These  types of  hedging  seek to  minimize  the  effect  of  currency
          appreciation   as  well  as   depreciation,   but  do  not   eliminate
          fluctuations  in the underlying U.S.  dollar  equivalent  value of the
          proceeds  of or rates of  return  on a  Portfolio's  foreign  currency
          denominated  portfolio  securities.  The  matching of the  increase in
          value  of a  forward  contract  and the  decline  in the  U.S.  dollar
          equivalent value of the foreign currency denominated asset that is the
          subject  of the  hedge  generally  will  not be  precise.  Shifting  a
          Portfolio's  currency  exposure  from one foreign  currency to another
          removes that  Portfolio's  opportunity to profit from increases in the
          value of the original currency and involves a risk of increased losses
          to such Portfolio if its portfolio  manager's  position  projection of
          future exchange rates is inaccurate. Proxy hedges and cross-hedges may
          result  in  losses  if the  currency  used to hedge  does not  perform
          similarly to the currency in which hedged  securities are denominated.
          Unforeseen  changes in  currency  prices may result in poorer  overall
          performance  for a  Portfolio  than if it had not  entered  into  such
          contracts.

          A Portfolio  will cover  outstanding  forward  currency  contracts  by
          maintaining  liquid portfolio  securities  denominated in the currency
          underlying the forward  contract or the currency being hedged.  To the
          extent  that a  Portfolio  is not able to cover its  forward  currency
          positions with  underlying  portfolio  securities,  its custodian will
          segregate  cash or other  liquid  assets  having a value  equal to the
          aggregate  amount  of  such  Portfolio's   commitments  under  forward
          contracts  entered into with respect to position hedges,  cross-hedges
          and anticipatory  hedges. If the value of the securities used to cover
          a position or the value of segregated  assets declines,  the Portfolio
          will find  alternative  cover or  segregate  additional  cash or other
          liquid  assets on a daily  basis so that the value of the  covered and
          segregated  assets  will  be  equal  to the  amount  of a  Portfolio's
          commitments  with  respect to such  contracts.  As an  alternative  to
          segregating  assets, a Portfolio may buy call options  permitting such
          Portfolio  to buy the amount of  foreign  currency  being  hedged by a
          forward sale contract or a Portfolio may buy put options permitting it
          to sell the  amount of  foreign  currency  subject  to a  forward  buy
          contact.

          While forward  contracts are not currently  regulated by the CFTC, the
          CFTC may in the future assert authority to regulate forward contracts.
          In such event, a Portfolio's  ability to utilize forward contracts may
          be  restricted.  In  addition,  a Portfolio  may not always be able to
          enter into forward  contracts at attractive  prices and may be limited
          in its ability to use these contracts to hedge its assets.

     F.   Swaps and  Swap-Related  Products.  In order to attempt to protect the
          value of its investments from interest rate or currency  exchange rate
          fluctuations,  each  of  the  Portfolios  other  than  the  Tax-Exempt
          Portfolio  and the Income Plus  Portfolio may enter into interest rate
          and currency  exchange  rate swaps,  and may buy or sell interest rate
          and currency  exchange  rate caps and floors.  The  portfolio  manager
          expects  to enter  into  these  transactions  primarily  to attempt to
          preserve a return or spread on a particular  investment  or portion of
          its portfolio.  A Portfolio also may enter into these  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,

                                       24

<PAGE>



          to the extent  that a  specified  index  falls  below a  predetermined
          interest  rate,  to receive  payments of  interest on a  contractually
          based principal amount from the party selling the interest rate floor.

          Each of the  Portfolios  other than the  Tax-Exempt  and  Income  Plus
          Portfolios  may enter into  interest  rate  swaps,  caps and floors on
          either an asset-based or liability-based basis, depending upon whether
          it is hedging its assets or its  liabilities,  and will usually  enter
          into interest rate swaps on a net basis (i.e., the two payment streams
          are netted out, with a Portfolio  receiving or paying, as the case may
          be,  only the net amount of the two  payments).  The net amount of the
          excess,  if any, of a Portfolio's  obligations  over its  entitlements
          with respect to each  interest rate swap will be calculated on a daily
          basis and an amount of cash or other liquid assets having an aggregate
          net asset at least equal to the accrued  excess will be  segregated by
          its  custodian.  If a Portfolio  enters into an interest  rate swap on
          other than a net basis,  it will maintain a segregated  account in the
          full amount accrued on a daily basis of its  obligations  with respect
          to the swap. A Portfolio  will not enter into any interest  rate swap,
          cap or floor  transaction  unless  the  unsecured  senior  debt or the
          claims-paying  ability of the other  party  thereto is rated in one of
          the  three  highest  rating  categories  of at  least  one  nationally
          recognized  statistical  rating  organization  at the time of entering
          into  such  transaction.   The  portfolio  manager  will  monitor  the
          creditworthiness  of all  counterparties on an ongoing basis. If there
          is a default by the other party to such a  transaction,  the Portfolio
          will have contractual  remedies pursuant to the agreements  related to
          the transaction.

          The swap market has grown  substantially  in recent years with a large
          number of banks and investment banking firms acting both as principals
          and  as  agents  utilizing   standardized  swap   documentation.   The
          sub-advisers  have determined  that, as a result,  the swap market has
          become relatively liquid.  Caps and floors are more recent innovations
          for which  standardized  documentation has not yet been developed and,
          accordingly,  they  are  less  liquid  than  swaps.  To the  extent  a
          Portfolio sells (i.e., writes) caps and floors, it will segregate cash
          or other liquid  assets  having an aggregate  net asset value at least
          equal to the full amount, accrued on a daily basis, of its obligations
          with respect to any caps or floors.

          There is no limit on the  amount of  interest  rate swap  transactions
          that  may  be  entered  into  by  the   Aggressive   Growth,   Capital
          Appreciation,  International  Equity,  Global,  Growth,  Value Equity,
          C.A.S.E., 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

                                       25

<PAGE>



          limits with respect to options on  currencies,  forward  contracts and
          other negotiated or over-the-counter  instruments,  and adverse market
          movements  could  therefore  continue  to an  unlimited  extent over a
          period of time. In addition,  the correlation between movements in the
          price of the securities  and currencies  hedged or used for cover will
          not be perfect and could produce unanticipated losses.

          A  Portfolio's  ability to dispose of its  positions in the  foregoing
          instruments  will depend on the  availability of liquid markets in the
          instruments. Markets in a number of the instruments are relatively new
          and still  developing,  and it is  impossible to predict the amount of
          trading  interest that may exist in those  instruments  in the future.
          Particular  risks  exist  with  respect  to  the  use of  each  of the
          foregoing instruments and could result in such adverse consequences to
          a Portfolio  as the  possible  loss of the entire  premium paid for an
          option bought by a Portfolio,  the inability of the Portfolio,  as the
          writer of a covered call option,  to benefit from the  appreciation of
          the underlying  securities  above the exercise price of the option and
          the  possible   need  to  defer   closing  out  positions  in  certain
          instruments  to  avoid  adverse  tax  consequences.  As a  result,  no
          assurance  can be given  that a  Portfolio  will be able to use  those
          instruments effectively for their intended purposes.

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

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

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

          The purchase and sale of  exchange-traded  foreign  currency  options,
          however,  is  subject  to the  risks of the  availability  of a liquid
          secondary  market  described  above,  as well as the  risks  regarding
          adverse market movements,  margining 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

                                       26

<PAGE>



          securities.  The  value of such  positions  also  could  be  adversely
          affected by (i) other complex foreign  political and economic factors,
          (ii) lesser availability than in the United States of data on which to
          make trading decisions,  (iii) delays in a Portfolio's  ability to act
          upon economic events  occurring in foreign markets during  nonbusiness
          hours in the United States,  (iv) the imposition of different exercise
          and settlement  terms and procedures and margin  requirements  than in
          the United States, and (v) low trading volume.

Other Investment Companies.

     Certain  of the  Portfolios  may  invest  in  securities  issued  by  other
investment companies,  within limits described in the investment restrictions of
each  Portfolio and in accordance  with the 1940 Act. A Portfolio may indirectly
bear its proportionate  share of any investment  advisory fees and expenses paid
by the funds in which it invests, in addition to the investment advisory fee and
expenses paid by such Portfolio.

     The  International  Equity  Portfolio may not purchase  securities of other
investment  companies,  other  than a security  acquired  in  connection  with a
merger,  consolidation,  acquisition,  reorganization  or offer of exchange  and
except  as  otherwise   permitted  under  the  1940  Act.   Investments  by  the
International Equity Portfolio in GEI Short-Term  Investment Fund, an investment
fund  advised  by 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).

                                       27

<PAGE>



     The Flexible Income Portfolio will purchase defaulted  securities only when
its  portfolio  manager  believes,  based  upon his  analysis  of the  financial
condition,  results of operations and economic outlook of an issuer,  that there
is potential for resumption of income payments and that the securities  offer an
unusual  opportunity  for capital  appreciation.  Notwithstanding  the portfolio
manager's belief as to the resumption of income payments,  however, the purchase
of any security on which payment of interest or dividends is suspended  involves
a high degree of risk. Such risk includes, among other things, the following:

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

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

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

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

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

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

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

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

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

Lending of Portfolio Securities.

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

                                       28

<PAGE>



potential  liability to the buyer of the security on loan for its costs to cover
the  purchase.  The  Portfolios  will not lend  securities  to any  advisers  or
sub-advisers  to the Fund or their  affiliates.  By lending  its  securities,  a
Portfolio can increase its income by continuing to receive interest or dividends
on the loaned  securities as well as by either  investing the cash collateral in
short-term  securities or by earning  income in the form of interest paid by the
borrower when U.S. government securities are used as collateral.

Joint Trading Accounts.

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

Illiquid Securities.

     Each of the Aggressive Growth, Capital Appreciation,  International Equity,
Global, Growth, Value Equity,  C.A.S.E.,  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

                                       29

<PAGE>



Portfolio to limit repurchase agreements to those parties whose creditworthiness
has been reviewed and found satisfactory by the investment  sub-adviser for that
Portfolio  and approved by the Board of Trustees of the Fund.  In addition,  the
Portfolios  currently  intend  to  invest  primarily  in  repurchase  agreements
collateralized by cash, U.S. government securities,  or money market instruments
whose  value  equals at least  100% of the  repurchase  price,  marked-to-market
daily.

     In a reverse repurchase agreement, a Portfolio sells a portfolio instrument
to another party, such as a bank or broker-dealer, in return for cash and agrees
to repurchase  the  instrument at a particular  price and time.  While a reverse
repurchase  agreement  is  outstanding,  a  Portfolio  will  segregate  with its
custodian cash and appropriate  liquid assets with the Fund's custodian to cover
its  obligation  under the  agreement.  The  Portfolios  will enter into reverse
repurchase  agreements  only with parties the  investment  sub-adviser  for each
Portfolio  deems  creditworthy  and that  have  been  reviewed  by the  Board of
Trustees of the Fund.

Pass-through Securities.

     Each of the Portfolios may, in varying degrees,  invest in various types of
pass-through  securities,  such  as  mortgage-backed  securities,   asset-backed
securities and participation  interests.  A pass-through  security is a share or
certificate of interest in a pool of debt  obligations that have been repackaged
by an intermediary,  such as a bank or broker-dealer.  The purchaser receives an
undivided  interest in the  underlying  pool of  securities.  The issuers of the
underlying  securities make interest and principal  payments to the intermediary
which are passed through to purchasers,  such as the Portfolios. The most common
type of  pass-through  securities  are  mortgage-backed  securities.  Government
National  Mortgage   Association   ("GNMA")   Certificates  are  mortgage-backed
securities that evidence an undivided interest in a pool of mortgage loans. GNMA
Certificates  differ  from  traditional  bonds in that  principal  is paid  back
monthly by the  borrowers  over the term of the loan rather  than  returned in a
lump  sum  at  maturity.   A  Portfolio   will  generally   purchase   "modified
pass-through" GNMA Certificates,  which entitle the holder to receive a share of
all interest and principal  payments paid and owned on the mortgage pool, net of
fees paid to the "issuer" and GNMA,  regardless  of whether or not the mortgagor
actually  makes the  payment.  GNMA  Certificates  are  backed as to the  timely
payment  of  principal  and  interest  by the full  faith and credit of the U.S.
government.

     The Federal Home Loan Mortgage  Corporation  ("FHLMC")  issues two types of
mortgage pass-through  securities:  mortgage participation  certificates ("PCs")
and guaranteed mortgage certificates ("GMCs"). PCs resemble GNMA Certificates in
that each PC represents a pro rata share of all interest and principal  payments
made and owned on the  underlying  pool.  FHLMC  guarantees  timely  payments of
interest on PCs and the full return of principal. GMCs also represent a pro rata
interest  in a pool  of  mortgages.  However,  these  instruments  pay  interest
semi-annually  and return principal once a year in guaranteed  minimum payments.
This type of security is guaranteed  by FHLMC as to timely  payment of principal
and  interest,  but is not  backed  by the full  faith  and  credit  of the U.S.
government.

     The  Federal  National  Mortgage  Association  ("FNMA")  issues  guaranteed
mortgage  pass-through  certificates  ("FNMA  Certificates").  FNMA Certificates
resemble GNMA  Certificates in that each FNMA Certificate  represents a pro rata
share of all interest and principal  payments  made and owned on the  underlying
pool.  This type of  security  is  guaranteed  by FNMA as to timely  payment  of
principal and interest, but it is not backed by the full faith and credit of the
U.S. government.

     Each of the mortgage-backed  securities described above is characterized by
monthly  payments to the holder,  reflecting  the monthly  payments  made by the
borrowers  who  received  the  underlying  mortgage  loans.  The payments to the
security  holders  (such as a  Portfolio),  like the payments on the  underlying
loans,  represent both principal and interest.  Although the underlying mortgage
loans are for specified  periods of time, such as 20 or 30 years,  the borrowers
can,  and  typically  do,  pay them  off  sooner.  Thus,  the  security  holders
frequently receive prepayments of principal in addition to the principal that is
part of the  regular  monthly  payments.  A borrower  is more likely to prepay a
mortgage that bears a relatively high rate of interest. This means that in times
of  declining   interest   rates,   some  of  a  Portfolio's   higher   yielding
mortgage-backed securities might be converted to cash and that Portfolio will be
forced to  accept  lower  interest  rates  when  that  cash is used to  purchase
additional  securities  in the  mortgage-backed  securities  sector  or in other
investment  sectors.  Mortgage and  asset-backed  securities  may have  periodic
income  payments or may pay interest at maturity  (as is the case with  Treasury
bills or zero-coupon bonds).

     Asset-backed  securities represent interests in pools of consumer loans and
are backed by paper or accounts  receivables  originated  by banks,  credit card
companies  or other  providers of credit.  Generally,  the  originating  bank or
credit provider is neither the obliger or guarantor of the security and interest
and principal payments ultimately depend upon payment of the underlying loans by
individuals.  Tax-exempt  asset-backed  securities  include  units of beneficial
interests in pools of purchase contracts, financing leases, and sales agreements
that may be created  when a  municipality  enters into an  installment  purchase
contract or lease with a vendor.  Such  securities  may be secured by the assets
purchased or leased by the municipality; however, if the

                                       30

<PAGE>



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. Such Portfolios, furthermore, may incur additional costs
in seeking the recovery of the defaulted  securities.  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.


                                       31

<PAGE>



   
Portfolio Turnover.

                                   October 31                September 30
   Portfolio                  1997           1996         1996          1995
Aggressive Growth                           9.40%       127.49%        88.28%
International Equity                          N/A           N/A           N/A
Capital Appreciation                       10.11%       160.72%       262.97%
Global                                      2.59%        97.94%       161.48%
Growth                                      9.40%        57.80%       123.26%
C.A.S.E.                                   20.69%       654.49%            --
Value Equity                                  N/A           N/A           N/A
Strategic Total Return                      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%
Income Plus                                 1.58%        65.96%        25.07%
Tax-Exempt                                  3.79%        71.05%       126.48%

     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 the  Capital  Appreciation,  Global,  Growth  and  Balanced  Portfolios,  IMI
receives an annual fee,  computed daily and paid monthly,  equal to 1.00% of the
first $750 million of that  Portfolio's  average daily net assets,  0.90% of the
next $250 million of that Portfolio's average daily net assets, and 0.85% of the
average daily net assets of that Portfolio in excess of $1 billion. For services
to the Flexible Income Portfolio,
    

                                       32

<PAGE>



   
IMI receives an annual fee,  computed daily and paid monthly,  equal to 0.90% of
the first $100 million of that  Portfolio's  average daily net assets,  0.80% of
the next $150 million of that Portfolio's average daily net assets, and 0.70% of
the average daily net assets of that  Portfolio in excess of $250  million.  For
services to the  Tax-Exempt and Income Plus  Portfolios,  ISI receives an annual
fee of 0.60% 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 each Portfolio's average daily net assets,
0.90% of the next $250 million of each Portfolio's average daily net assets, and
0.85% of the average daily net assets of each 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,  Growth,  C.A.S.E.,  Value
Equity, Strategic Total Return, Tactical Asset Allocation, Balanced and Flexible
Income  Portfolios,  1.50% of each Portfolio's  average daily net assets; in the
case of the  Tax-Exempt  and  Income  Plus  Portfolios,  1.00%  and 1.25% of the
Portfolio's average daily net assets, respectively. The International Equity and
Global Portfolios do not have an expense limitation.
    



                                       33

<PAGE>



   
                            INVESTMENT ADVISORY FEES


<TABLE>
<CAPTION>

                                  Advisory Fees After Reimbursement                  Advisory Fee Reimbursements
                                                  October 31     September 30     October 31             September 30
Portfolio             Advisor   1997       1996         1996         1995      1997        1996       1996         1995
<S>                     <C>     <C>     <C>         <C>          <C>           <C>         <C>        <C>          <C>

Aggressive Growth       ISI                $5,163      $56,761      $30,629               $17,394    $169,995      $31,402
International Equity    ISI                   N/A          N/A          N/A                   N/A           N/A        N/A
Capital Appreciation    IMI                $7,502      $19,350    $(11,865)               $12,709    $122,710      $55,475 
Global                  IMI              $126,856   $1,130,757     $873,921                    --          --           -- 
Growth                  IMI              $952,996   $5,459,981   $4,292,430                    --          --           -- 
C.A.S.E.                ISI             $(11,137)    $(36,998)           --               $13,949     $55,165           -- 
Value Equity            ISI                  N/A           N/A          N/A                   N/A         N/A           N/A
Strategic Total         ISI                $1,140       $5,591    $(14,695)               $11,492     $92,079      $39,831 
 Return
Tactical Asset          ISI                $2,983      $53,542           --               $11,829     $28,453           -- 
 Allocation
Balanced                IMI              $(4,993)    $(21,773)    $(17,689)               $13,490    $106,223      $49,201 
Flexible Income         IMI              $(3,566)     $133,035     $169,696               $17,675     $41,410      $16,128 
Income Plus             ISI               $35,332     $414,023     $402,031                    --          --           -- 
Tax-Exempt              ISI              $(6,243)      $35,970      $78,055               $19,367    $123,530      $91,270 
    
</TABLE>
           
     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"), 2049 Century Park East, 4th Floor, Los Angeles, CA 90067,
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.

     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."

                                       34

<PAGE>

   
                               SUB-ADVISORY FEES
                            (Net of Fees Reimbursed)



                             October 31                    September 30
    Portfolio           1997          1996            1996            1995


Aggressive Growth                     $2,065        $22,704          $12,252
International Equity                     N/A            N/A              N/A
Capital Appreciation                  $3,751         $9,675               --
Global                               $63,428       $565,378         $436,960
Growth                              $476,498     $2,729,990       $2,146,215
C.A.S.E.                                  --             --               --
Value Equity                             N/A            N/A              N/A
Strategic Total                         $456         $2,236               --
 Return
Tactical Asset                        $1,193        $21,417               --
 Allocation
Balanced                                  --             --               --
Flexible Income                           --        $66,517          $84,848
Income Plus                          $17,666       $207,011         $201,015
Tax-Exempt                                --        $17,985          $39,027
    

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, 1997, 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, 1997                                         $950 million
 (and December 31 of each year thereafter)
    


     The  Net  Fee  of  the  Administrator  shall  be the  fee  received  by the
Administrator  from  IMI  less  any  reimbursement  from  the  Administrator  in
connection with any applicable expense limitation. The percentage of the Net Fee
so payable to Janus Capital shall be  determined by the  percentage  that on the
applicable  Target Date the aggregate actual net assets of the Advised Funds are
less than the applicable  Target Net Assets of the Advised Funds  ("Shortfall of
Target") in accordance with Table 2 below:

                                     TABLE 2

Shortfall of Target                                       Percentage of Net Fee

5% - 10% ............................................................10%
Over 10% - 20% ......................................................20%
Over 20% - 30% ......................................................30%
Over 30% ............................................................40%


                                       35

<PAGE>



   
     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 1997 were IDEX Growth,
Global,  Flexible Income, Balanced and Capital Appreciation Portfolios , 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 1997 because  Advised Funds Target Net Assets  exceeded
$_________ on December 31, 1997.

     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 $_________ in assets as of December 31, 1997.
    

     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.

   
     The  ownership  of IMI by AUSA  and  Janus  Capital  is the  subject  of an
agreement among IMI, AUSA and Janus Capital (the "joint venture agreement") that
expires no later than March 2, 1998.  In connection  with the  expiration of the
joint  venture  agreement,  either AUSA or Janus  Capital  could become the sole
owner of the  outstanding  shares of IMI; or outstanding  shares of IMI could be
sold to a third  party.  Under the 1940 Act,  a change in  control  of IMI would
generally trigger an "assignment" and termination of the Advisory Agreements and
Investment  Counsel  Agreements  relating to the Capital  Appreciation,  Global,
Growth,  Balanced and Flexible Income  Portfolios.  New Advisory  Agreements and
Investment  Counsel  Agreements  relating to each of these  Portfolios  would be
subject to the approval of a majority of outstanding  voting  securities of such
Portfolio.
    

     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 sold at the same time by more than one fund or account,  the resulting
participation in volume transactions could produce better executions for the

                                       36

<PAGE>



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.

<TABLE>
<CAPTION>

                            UNDERWRITING COMMISSIONS


   
                                        Commissions Received                                   Commissions Retained
                                October 31              September 30                  October 31           September 30
   Portfolio                1997        1996        1996         1995           1997      1996          1996         1995
<S>                         <C>        <C>       <C>          <C>               <C>     <C>         <C>           <C>

Aggressive Growth                       $25,967    $479,802     $228,229                 $3,677      $65,924      $33,478
International Equity                        N/A         N/A          N/A                    N/A          N/A          N/A
Capital Appreciation                    $47,565    $395,205      $73,332                 $8,052      $60,768      $10,921
Global                                 $150,015    $938,340     $491,761                $20,964     $139,197      $73,278
Growth                                 $191,780  $2,033,743   $1,155,639                $28,146     $296,565     $167,446
C.A.S.E.                                 $4,356     $36,903           --                   $642       $5,443           --
Value Equity                                N/A         N/A          N/A                    N/A          N/A          N/A
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                   $444       $5,837       $5,736
Income Plus                              $7,845    $167,267     $142,265                 $1,393      $29,744      $26,821
Tax-Exempt                               $2,189     $50,307      $22,502                   $410       $8,771       $4,491
    
</TABLE>
                            ADMINISTRATIVE SERVICES

     Each of IMI and  ISI,  with  respect  to the  Portfolios  they  advise,  is
responsible for the supervision all of the administrative  functions,  providing
office  space,  and  paying its  allocable  portion  of the  salaries,  fees and
expenses of all Fund officers and of those trustees who are affiliated  with IMI
and ISI. The costs and expenses,  including  legal and accounting  fees,  filing
fees and printing  costs in  connection  with the  formation of the Fund and the
preparation and filing of the Fund's initial  registration  statements under the
1933 Act and 1940 Act are also paid by the advisor.

     IMI has entered into an Administrative Services Agreement  ("Administrative
Agreement")  with ISI  applicable to each of the Capital  Appreciation,  Global,
Growth,  Balanced  and Flexible  Income  Portfolios.  Under each  Administrative
Agreement, ISI carries out and supervises all of the administrative functions of
the Portfolio and incurs IMI's expenses related to such functions. The basic fee
arrangement and allocation of  responsibilities  is set forth in the Prospectus.
The amount payable to ISI under the Administrative  Agreement will be reduced to
the extent that  additional  compensation  is paid by IMI to Janus  Capital,  as
described above under "Additional  Investment Advisory or Sub-Advisory  Services
Provided by the Sub-Advisers."

     The  administrative  duties of ISI with respect to each Portfolio  include:
providing the  Portfolio  with office space,  telephones,  office  equipment and
supplies;  paying the compensation of the Fund's officers for services  rendered
as such;  supervising  and assisting in  preparation  of annual and  semi-annual
reports to shareholders,  notices of dividends,  capital gain  distributions and
tax  information;  supervising  compliance  by the Fund  with the  recordkeeping
requirements  under the 1940 Act and  regulations  thereunder and with the state
regulatory  requirements;  maintaining books and records of the Portfolio (other
than those maintained

                                       37

<PAGE>



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"), 801 Pennsylvania,  Kansas City,
Missouri  64105-1307,  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
33758-9015,  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 $15.55
for each of its  shareholder  accounts in existence,  $2.71 for each new account
opened and $1.62 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.")


<TABLE>
<CAPTION>

                              TRANSFER AGENCY FEES


   
      Fees and Expenses Net of Brokerage 
      Credits Brokerage Credits Received
                            October 31              September 30           October 31                   September 30
    Portfolio            1997        1996         1996        1995      1997        1996           1996           1995
<S>                      <C>       <C>         <C>          <C>         <C>           <C>            <C>         <C>

Aggressive Growth                  $15,460     $141,668     $27,772                   --             --            --
International Equity                   N/A          N/A         N/A                  N/A            N/A           N/A
Capital Appreciation                $9,740      $61,086     $22,570                   --             --            $8
Global                             $46,880     $379,409    $341,591                   --             --          $323
Growth                            $273,000    1,537,321    $174,068                   --             --            --
C.A.S.E.                            $2,260       $8,930          --                   --             --            --
Value Equity                                                                                           
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                   --             --            --
Income Plus                        $10,000     $113,654    $118,821                   --             --            --
Tax-Exempt                          $4,250      $40,367     $35,084                   --             --            --
    
</TABLE>


                      PORTFOLIO TRANSACTION 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.


                                       38

<PAGE>



     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 fiscal year
ended  October  31, 1997 the  __________________  Portfolio  paid the  following
commissions to ______________________________:
    


                                       39

<PAGE>


   
Commissions Paid:
                                                        10/31/97
Fiscal 1997                                                $
Fiscal 1997 Percentages:                                   %
   Commissions with affiliates to total commissions
Value of brokerage transactions with affiliates to         %
   value of total brokerage transactions


     As of October  31,  1997,  the  ________  Portfolio  owned  $_________  and
$________of the common stock of  ___________________.  ________________is one of
the ten brokers or dealers that received the greatest dollar amount of brokerage
commissions  from the __________  Portfolio during the fiscal year ended October
31, 1997.


     As of October 31, 1997, the ___________Portfolio  owned a total of $_______
and $_______ of the common stocks of __________ and __________, which are two of
the ten brokers or dealers that received the greatest dollar amount of brokerage
commissions from the ____________ Portfolio during fiscal year ended October 31,
1997.
    


<TABLE>
<CAPTION>

                              BROKERAGE COMMISSIONS


   
   Brokerage Commissions Paid        Aggressive     International     Capital
(including Affiliated Brokerage)       Growth           Equity     Appreciation    Global      Growth     C.A.S.E.     Value Equity
      <S>                              <C>            <C>             <C>        <C>         <C>         <C>           <C>

      October 31, 1997
      October 31, 1996                  $5,156           N/A           $14,114     $9,638     $34,732     $3,469            N/A
       September, 1996                 $43,591           N/A          $109,526   $109,328    $314,230    $50,714            N/A
       September, 1995                 $19,568           N/A           $41,182   $124,068    $930,417         --            N/A
    Affiliated Brokerage Paid
      October 31, 1997
      October 31, 1996                  $4,711           N/A                --         --          --         --            N/A
       September, 1996                 $42,819           N/A                --         --          --         --            N/A
       September, 1995                 $18,944           N/A               $11       $431          --         --            N/A

    
</TABLE>



                                       40

<PAGE>


<TABLE>
<CAPTION>



   
   Brokerage Commissions Paid           Strategic     Tactical Asset               Flexible
(including Affiliated Brokerage)      Total Return      Allocation      Balanced    Income       Income Plus     Tax-Exempt
      <S>                              <C>              <C>             <C>        <C>              <C>             <C>
       October 31, 1997
       October 31, 1996                 $2,089           $2,800          $1,291        ---           --             --
        September, 1996                $16,340          $34,335         $37,881    $27,515           --             --
        September, 1995                 $9,661               --          $9,193     $1,853           --             --
   Affiliated Brokerage Paid
       October 31, 1997
       October 31, 1996                     --               --             --         --            --             --
        September, 1996                     --               --             --         --            --             --
        September, 1995                     --               --             --         --            --             --
</TABLE>



     During the fiscal year ended October 31, 1997,  Growth,  Global,  Balanced,
Capital  Appreciation,  Strategic  Total Return,  Tactical Asset  Allocation and
C.A.S.E. Portfolios had transactions in the amounts of $__________, $__________,
$__________,   $__________,   $___________,    $__________,   and   $__________,
respectively,   which   resulted  in  brokerage   commission   of   $__________,
$__________, $__________, $__________, $__________, $__________ and $__________,
respectively,  that were directed to brokers for brokerage and research services
provided.
    

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

Trustee of IDEX Series  Fund;  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
7068 S. Shore Drive S.
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  Funds
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).

                                       41

<PAGE>



   
- ----------
Thomas E. Pierpan(2)
10/18/43

Vice President,  Counsel and Secretary (December 1997 - present), of IDEX Series
Fund; Vice President, Counsel and Secretary (December 1997 - present), Assistant
Secretary  (March  1995-December  1997) of WRL  Series  Fund,  Inc.  (investment
company);   Assistant  Vice  President,   Counsel  and  Assistant  Secretary  of
InterSecurities,  Inc. (November 1997 present)  (broker-dealer);  Vice President
(November 1993 - present),  Associate  General Counsel (February 1995 - present)
and Assistant  Secretary  (February  1995 - present),  Assistant  Vice President
(November 1992 - November 1993) Western Reserve Life Assurance Co. of Ohio (life
insurance).
    

- ----------
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.

                                       42

<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  retired;  Trustee of American  Skandia
Trust;  Director of American Skandia Advisory Funds; Trustee of American Skandia
Master Trust;  Director of Atlas Assets,  Inc.  (mutual fund);  Trustee of Atlas
Insurance Trust (variable annuity);  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

   
Vice President, Assistant Treasurer and Principal Accounting Officer (March 1997
to  Present);  Principal  Accounting  Officer  (March  1995 to March  1997)  and
Assistant  Vice  President  (November  1990 to March 1997) 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).
    

                                       43

<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 33758-9015.

    

(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 fiscal year ended October 31, 1997.
    

                                       44

<PAGE>

   
<TABLE>
<CAPTION>
                               COMPENSATION TABLE

                                     Aggregate            Pension Or Retirement      Total Compensation Paid to
                                 Compensation From     Benefits Accrued As Part of       Trustees from Fund
Name of Person, Position          IDEX Series Fund*            Fund Expenses                   Complex**
<S>                              <C>                   <C>                           <C>
Peter R. Brown, Trustee
Daniel Calabria, Trustee
James L. Churchill, Trustee
Charles C. Harris, Trustee
Julian A. Lerner, Trustee
William W. Short, Jr., Trustee
Jack E. Zimmerman, Trustee
Total
    
</TABLE>



   
*    Of this  aggregate  compensation,  the total  amounts  deferred  (including
     earnings)  and  accured for the  benefit of the  participating  Trustees at
     October  31, 1997 were as follows:  Peter R.  Brown,  $___________;  Daniel
     Calabria,  $___________;  James  L.  Churchill,  $___________;  Charles  C.
     Harris, $___________ and Jack E. Zimmerman, $-----------.


**   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 fiscal year ended  October 31, 1997,  the Fund paid  $_______ in
trustees  fees and expenses  and no trustee  emeritus  fees or  expenses.  As of
__________,  the trustees and officers held in the aggregate less than 1% of the
outstanding  shares  of each of the  Aggressive  Growth,  International  Equity,
Capital Appreciation,  Global, Growth,  C.A.S.E.,  Value Equity, 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

                                       45

<PAGE>



at the close of the regular  session of business on the New York Stock  Exchange
next occurring  after a purchase order is received and accepted by the Fund plus
the  applicable  sales  charge in the case of Class A and  Class T  shares.  The
Prospectus contains detailed information about the purchase of Portfolio shares.

                               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 fiscal year ended
October 31, 1997 were as follows.  These expenses have been partially reimbursed
to ISI by the 12b-1 arrangements with the Fund.
    



                                       46

<PAGE>





   

<TABLE>
<CAPTION>

                                                      Aggressive Growth                       International Equity
                                                 A            B           C               A           B            C
                                              Shares       Shares      Shares           Shares      Shares       Shares
<S>                                          <C>          <C>         <C>              <C>         <C>          <C>

Advertising
Printing/mailing
 Prospectuses to other
 than current shareholders
Compensation to underwriters
Compensation to dealers
Compensation to sales personnel
Interest or other finance charges
Travel
Office Expenses
Administrative Processing Costs

TOTAL

</TABLE>

<TABLE>
<CAPTION>

                                                    Capital Appreciation                           Global
                                                A            B           C               A           B            C
                                             Shares       Shares      Shares           Shares      Shares       Shares 
<S>                                          <C>          <C>         <C>              <C>         <C>          <C>
Advertising
Printing/mailing
 Prospectuses to other
 than current shareholders
Compensation to underwriters
Compensation to dealers
Compensation to sales personnel
Interest or other finance charges
Travel
Office Expenses
Administrative Processing Costs

TOTAL
</TABLE>

<TABLE>
<CAPTION>


                                                          Growth                                 C.A.S.E.
                                                A            B           C               A           B            C
                                             Shares       Shares      Shares           Shares      Shares       Shares 
<S>                                          <C>          <C>         <C>              <C>         <C>          <C>
Advertising
Printing/mailing
 Prospectuses to other
 than current shareholders
Compensation to underwriters
Compensation to dealers
Compensation to sales personnel
Interest or other finance charges
Travel
Office Expenses
Administrative Processing Costs

TOTAL
</TABLE>


<TABLE>
<CAPTION>

                                                        Value Equity                       Strategic Total Return
                                                A            B           C               A           B            C
                                             Shares       Shares      Shares           Shares      Shares       Shares 
<S>                                          <C>          <C>         <C>              <C>         <C>          <C>
Advertising
Printing/mailing
 Prospectuses to other
 than current shareholders
Compensation to underwriters
Compensation to dealers
Compensation to sales personnel
Interest or other finance charges
Travel
Office Expenses
Administrative Processing Costs

TOTAL
</TABLE>

<TABLE>
<CAPTION>


                                                Tactical Asset Allocation                        Balanced
                                                A            B           C               A           B            C
                                             Shares       Shares      Shares           Shares      Shares       Shares 
<S>                                          <C>          <C>         <C>              <C>         <C>          <C>
Advertising
Printing/mailing
 Prospectuses to other
 than current shareholders
Compensation to underwriters
Compensation to dealers
Compensation to sales personnel
Interest or other finance charges
Travel
Office Expenses
Administrative Processing Costs

TOTAL
</TABLE>

<TABLE>
<CAPTION>

                                                      Flexible Income                           Income Plus
                                                A            B           C               A           B            C
                                             Shares       Shares      Shares           Shares      Shares       Shares 
<S>                                          <C>          <C>         <C>              <C>         <C>          <C>
Advertising
Printing/mailing
 Prospectuses to other
 than current shareholders
Compensation to underwriters
Compensation to dealers
Compensation to sales personnel
Interest or other finance charges
Travel
Office Expenses
Administrative Processing Costs

TOTAL

</TABLE>

<TABLE>
<CAPTION>

                                                        Tax-Exempt
                                                A            B          C
                                             Shares       Shares      Shares
<S>                                          <C>          <C>         <C>
Advertising
Printing/mailing
 Prospectuses to other
 than current shareholders
Compensation to underwriters
Compensation to dealers
Compensation to sales personnel
Interest or other finance charges
Travel
Office Expenses
Administrative Processing Costs

TOTAL
</TABLE>

                  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.


                                       48

<PAGE>


<TABLE>
<CAPTION>
   

                 OFFERING PRICE PER SHARE CALCULATED AS FOLLOWS:


                              Net Asset Value Per Share           Add Maximum       Amount of Sales
As of October 31, 1997      (net assets shares outstanding)   Selling Commissions       Charge           Offering Price Per Share
<S>                                     <C>                          <C>                 <C>                         <C>
Aggressive Growth
Class A                                                              5.50%
Class B                                                               --
Class C                                                               --
International Equity
Class A                                                              5.50%
Class B                                                               --
Class C                                                               --
Capital Appreciation
Class A                                                              5.50%
Class B                                                               --
Class C                                                               --
Global
Class A                                                              5.50%
Class B                                                               --
Class C                                                               --
Growth
Class A                                                              5.50%
Class B                                                               --
Class C                                                               --
Class T                                                              8.50%
C.A.S.E.
Class A                                                              5.50%
Class B                                                               --
Class C                                                               --
Value Equity
Class A                                                              5.50%
Class B                                                               --
Class C                                                               --
Strategic Total Return
Class A                                                              5.50%
Class B                                                               --
Class C                                                               --
Tactical Asset Allocation
Class A                                                              5.50%
Class B                                                               --
Class C                                                               --
Balanced
Class A                                                              5.50%
Class B                                                               --
Class C                                                               --
Flexible Income
Class A                                                              4.75%
Class B                                                               --
Class C                                                               --
Income Plus
Class A                                                              4.75%
Class B                                                               --
Class C                                                               --
Tax-Exempt
Class A                                                              4.75%
Class B                                                               --
Class C                                                               --

    
</TABLE>

                                       49

<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 (888) 233-4339 (toll free) or
write the Transfer Agent at P. O. Box 9015, Clearwater,  Florida 33758-9015.  No
contribution  to a retirement  plan can be made until the  appropriate  forms to
establish  the  plan  have  been  completed.  It is  advisable  for an  investor
considering  the funding of any  retirement  plan to consult  with an  attorney,
retirement  plan  consultant  or  financial  or tax advisor  with respect to the
requirements of such plans and the tax aspects thereof.
    

                              REDEMPTION OF SHARES

     Shareholders  may redeem their shares at any time at any price equal to the
net  asset  value  per  share  next  determined  following  receipt  of a  valid
redemption  order by the transfer  agent,  in proper form as  prescribed  in the
Prospectus.  Payment will ordinarily be made within three days of the receipt of
a valid redemption  order. The value of shares on redemption may be more or less
than the shareholder's cost,  depending upon the market value of the Portfolio's
net assets at the time of  redemption.  Class B shares and certain Class A share
purchases  are also subject to a contingent  deferred  sales charge upon certain
redemptions.  The Prospectus  describes the  requirements and procedures for the
redemption of shares.

     Shares will normally be redeemed for cash,  although each Portfolio retains
the right to redeem its shares in kind under unusual circumstances,  in order to
protect  the  interests  of  the  remaining  shareholders,  by the  delivery  of
securities  selected from its assets at its discretion.  The Fund has,  however,
elected to be governed  by Rule 18f-1  under the 1940 Act  pursuant to which the
Fund is obligated to redeem  shares  solely in cash up to the lesser of $250,000
or 1% of the net asset value of a Portfolio during any 90-day period for any one
shareholder.  Should redemptions by any shareholder exceed such limitation,  the
Fund will have the option of redeeming  the excess in cash or in kind. If shares
are redeemed in kind, the redeeming  shareholder  might incur brokerage costs in
converting  the assets to cash.  The method of valuing  securities  used to make
redemptions  in  kind  will be the  same  as the  method  of  valuing  portfolio
securities described under "Net Asset Value  Determination",  and such valuation
will be made as of the same time the redemption  price is  determined.  Upon any
distributions in-kind,  shareholders may appeal the valuation of such securities
by writing to the Fund.

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

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

     (a)  Redemption upon Total Disability or Death

                                       50

<PAGE>



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

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

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

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

   
     (c)  Reinvestment Privilege
    

     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.

   
     (d)  Certain Retirement Plan Withdrawals

     The  Fund  will  waive  the CDSC on  withdrawals  from  IRS  qualified  and
nonqualified  retirement plans,  individual  retirement accounts,  tax-sheltered
accounts,  and deferred compensation plans, where such withdrawals are permitted
under  the  terms  of the  plan  or  account  (e.g.,  attainment  of age 59 1/2,
separation from service, death,  disability,  loans,  hardships,  withdrawals of
excess  contributions  pursuant to applicable IRS rules or withdrawals  based on
life  expectancy  under  applicable  IRS  rules).  This  waiver does not include
transfer of asset redemptions, broker directed accounts or omnibus accounts.
    


                                      TAXES

   
     Each  Portfolio  has  qualified,  and intends to  continue to qualify,  for
treatment as a regulated  investment  company ("RIC") under the Internal Revenue
Code of 1986, as amended (the "Code").  In order to qualify for that  treatment,
each  Portfolio  must  distribute to its  shareholders  for each taxable year at
least 90% of its  investment  company  taxable income  (consisting  generally of
taxable net  investment  income and net  short-term  capital gain) and must meet
several  additional  requirements.   With  respect  to  each  Portfolio,   these
requirements  include the following:  (1) the Portfolio must derive at least 90%
of its gross income each taxable year from  dividends,  interest,  payments with
respect  to  securities  loans and gains from the sale or other  disposition  of
securities,  or other income  (including gains from futures  contracts)  derived
with respect to its business of investing in securities;  (2) the Portfolio must
derive  less than 30% of its gross  income  each  taxable  year from the sale or
other  disposition  of securities or futures  contracts  that were held for less
than three months (the "Short-Short  Limitation") (however, this requirement has
been repealed for tax years beginning after August 5, 1997); (3) at the close of
each quarter of the  Portfolio's  taxable year, at least 50% of the value of its
total  assets  must be  represented  by cash and  cash  items,  U.S.  government
securities,  securities  of other RICs and other  securities,  with these  other
securities  limited,  in respect of any one  issuer,  to an amount that does not
exceed  5% of the  value of the  Portfolio's  total  assets  and  that  does not
represent more than 10% of the outstanding  voting securities of the issuer; and
(4) at the close of each quarter of the Portfolio's  taxable year, not more than
25% of the value of its total assets may be invested in  securities  (other than
U.S. government securities or the securities of other RICs) of any one issuer.
    

     A Portfolio will be subject to a nondeductible  4% excise tax to the extent
it fails to distribute by the end of any calendar year  substantially all of its
ordinary  income for that year and  capital  gain net  income  for the  one-year
period  ending on October 31 of that year,  plus  certain  other  amounts.  Each
Portfolio  intends to  distribute  annually a  sufficient  amount of any taxable
income and capital gains so as to avoid liability for this excise tax.

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


                                       51

<PAGE>



     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;  however, the Short-Short
Limitation has been repealed for tax years beginning after August 5, 1997.
    

     If a Portfolio satisfies certain  requirements,  any increase in value on a
position that is part of a "designated  hedge" will be offset by any decrease in
value (whether  realized or not) of the offsetting  hedging  position during the
period of the hedge for purposes of determining  whether the Portfolio satisfies
the Short-Short Limitation. Thus, only the net gain (if any) from the designated
hedge will be included in gross  income for  purposes of that  limitation.  Each
Portfolio  intends  that,  when it engages in  hedging  transactions,  they will
qualify for this treatment, but at the present time it is not clear whether this
treatment will be available for all of the Portfolio's hedging transactions.  To
the extent this treatment is not  available,  a Portfolio may be forced to defer
the closing out of certain options and futures contracts beyond the time when it
otherwise would be advantageous to do so, in order for the Portfolio to continue
to qualify as an RIC.

     The  treatment  of income  dividends  and capital gain  distributions  by a
Portfolio  to  shareholders  under the  various  state  income  tax laws may not
parallel  that under the federal law.  Qualification  as a regulated  investment
company  does not involve  supervision  of a  Portfolio's  management  or of its
investment policies and practices by any governmental authority.

     Shareholders  are urged to consult  their own tax  advisors  with  specific
reference  to their  own tax  situations,  including  their  state and local tax
liabilities.

                             PRINCIPAL SHAREHOLDERS

   
     To the  knowledge of the Fund,  as of  ___________,  no  shareholder  owned
beneficially  or of record 5% or more of the  outstanding  shares of  beneficial
interest  of  each  of the  Aggressive  Growth,  International  Equity,  Capital
Appreciation,  Global,  C.A.S.E., Value Equity, Strategic Total Return, Tactical
Asset Allocation,  Balanced,  Flexible Income or Tax-Exempt Portfolios, with the
following exceptions:  _________ was record owner of approximately ______ of the
___________   Portfolio,   and  _________   owned   beneficially  or  of  record
approximately _______ of
    

                                       52

<PAGE>



   
the __________  Portfolio.  As of _____________,  certain  affiliates of ISI and
AEGON Management were the record owners of shares of beneficial  interest of the
Income  Plus  Portfolio,   as  follows:   AUSA  Life  Insurance   Company  owned
approximately   ________,  and  Bankers  United  Life  Assurance  Company  owned
approximately ________. As of ____________,  State Street Bank and Trust Company
as  Trustee  for  the  ConAgra   Retirement   Income   Savings   Plan,   Boston,
Massachusetts,   owned  approximately  ______%  of  the  outstanding  shares  of
beneficial interest of the Growth Portfolio.
    

                                  MISCELLANEOUS

Organization

     The  Portfolios  are series of IDEX Series Fund, a  Massachusetts  business
trust that was formed by a Declaration of Trust dated January 7, 1986. The Trust
currently is governed by a Restatement of Declaration of Trust  ("Declaration of
Trust") dated as of August 30, 1991.

     On October  1, 1993,  in a tax-free  reorganization,  the  Flexible  Income
Portfolio  acquired all of the assets and assumed all of the liabilities of IDEX
Total Income Trust ("IDEX Total") in exchange for shares of the Flexible  Income
Portfolio which were then distributed to IDEX Total shareholders. All historical
financial and  performance  information set forth in the Statement of Additional
Information  relates to IDEX Total prior to the date it was reorganized into the
Flexible Income Portfolio.

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

Shares of Beneficial Interest

     The  Declaration of Trust permits the Fund to issue an unlimited  number of
shares  of  beneficial  interest.   Shares  of  the  Fund  are  fully  paid  and
nonassessable  when issued.  Shares of the Fund have no  preemptive,  cumulative
voting,  conversion  or  subscription  rights.  Shares  of the  Fund  are  fully
transferable  but the Fund is not bound to recognize  any  transfer  until it is
recorded on its books.

     The shares of beneficial  interest of each Portfolio are divided into three
classes,  Class A, Class B and Class C shares;  the Growth Portfolio  includes a
fourth class, Class T shares. Each class represents interests in the same assets
of the  Portfolio  and differ as  follows:  each  class of shares has  exclusive
voting  rights on matters  pertaining to its plan of  distribution  or any other
matter  appropriately  limited to that  class;  Class A shares are subject to an
initial sales charge;  Class B shares are subject to a contingent deferred sales
charge,  or back-end load, at a declining  rate;  Class B and Class C shares are
subject to higher  ongoing  distribution  and service fees;  each class may bear
differing  amounts  of  certain  class-specific  expenses;  and each class has a
separate exchange privilege.  Class T shares of the Growth Portfolio are subject
to an initial sales charge, but no annual distribution and service fees. Class T
shares are not available to new  investors;  only existing  Class T shareholders
(who were  shareholders  of IDEX Fund or IDEX Fund 3 on September  20, 1996) may
purchase additional Class T shares. The Fund does not anticipate that there will
be any conflicts  between the  interests of holders of the different  classes of
shares of the same  Portfolio by virtue of these  classes.  On an ongoing basis,
the Board of Trustees will consider whether any such conflict exists and, if so,
take appropriate  action. On any matter submitted to a vote of shareholders of a
series or class,  each full issued and outstanding share of that series or class
has one vote.

     The  Declaration  of Trust provides that each of the trustees will continue
in office until the termination of the Trust or his earlier death,  resignation,
bankruptcy  or removal.  A meeting  will be called for the  election of trustees
upon the written request of holders of 10% or more of the outstanding  shares of
the  Trust.  Vacancies  may be filled by  majority  of the  remaining  trustees,
subject to certain  limitations  imposed by the 1940 Act.  Therefore,  it is not
anticipated  that annual or regular  meetings of  shareholders  normally will be
held,  unless  otherwise  required by the  Declaration of Trust or the 1940 Act.
Subject to the foregoing,  shareholders  have the power to vote for the election
and removal of  trustees,  to  terminate or  reorganize  the Fund,  to amend the
Declaration of Trust, on whether to bring certain  derivative actions and on any
other  matters on which a  shareholder  vote is  required  by the 1940 Act,  the
Declaration of Trust, the Fund's bylaws or the trustees.

Legal Counsel and Auditors

   
     Sutherland,  Asbill & Brennan,  L.L.P.,  1275  Pennsylvania  Avenue,  N.W.,
Washington,  D.C.  20004,  serves  as  counsel  to the Fund and  certain  of its
affiliates. ___________________, serves as independent accountants for the Fund.
    

Registration Statement

     This  Statement  of  Additional  Information  and  the  Prospectus  for the
Portfolios  do not contain  all the  information  set forth in the  registration
statement  and  exhibits  relating  thereto,  which the Fund has filed  with the
Securities and Exchange Commission,  Washington, D.C. under the 1933 Act and the
1940 Act, to which reference is hereby made.

                                       53

<PAGE>



                             PERFORMANCE INFORMATION

     The  Prospectus   contains  a  brief  description  of  how  performance  is
calculated.

     Quotations of average annual total return for a particular  class of shares
of a Portfolio will be expressed in terms of the average annual  compounded rate
of return of a  hypothetical  investment in the Portfolio  over periods of 1, 5,
and 10 years. These are the average annual compounded rates of return that would
equate the initial amount invested to the ending redeemable  value.  These rates
of return are calculated pursuant to the following formula:

   
                             T=(((ERV / P) 1/N))-1)
    

(where P = a hypothetical  initial  investment of $1,000; T = the average annual
total return; N = the number of years; and ERV = the ending  redeemable value of
a  hypothetical  $1,000  investment  made at the  beginning of the period).  All
average  annual total return  figures  reflect the deduction of a  proportionate
share of each  Portfolio's  expenses  on an annual  basis,  and assume  that the
maximum  sales load  (Class A and Class T shares) is  deducted  from the initial
$1,000  investment  and all dividends and  distributions  are paid in additional
shares.


<TABLE>
<CAPTION>


   
                           Average Annual Total Return

                                                  Aggressive Growth                                International Equity
AS OF OCTOBER 31, 1997                                  Class                                             Class
                                          A               B                C               A                B                C
<S>                                  <C>              <C>             <C>              <C>              <C>              <C>

INCEPTION DATE                       12/02/94         10/01/95        12/02/94         02/01/97         02/01/97         02/01/97
SALES CHARGE                            5.50%                *              --            5.50%                *               --
12B-1 FEE                               0.35%            1.00%           0.90%            0.35%            1.00%            0.90%
AVERAGE ANNUAL TOTAL RETURN
INCLUDING SALES CHARGES:
1 year
5 years
10 years
Inception
AVERAGE ANNUAL TOTAL RETURN
WITHOUT DEDUCTION OF SALES CHARGE:
1 year
5 years
10 years
Inception
CUMULATIVE TOTAL RETURN WITHOUT
DEDUCTION OF SALES CHARGE:
1 year
5 years
10 years
Inception
</TABLE>

<TABLE>
<CAPTION>

                                          Capital Appreciation                                    Global
AS OF OCTOBER 31, 1997                           Class                                             Class
                                   A               B                C                A               B                C
<S>                            <C>             <C>              <C>              <C>             <C>             <C>
INCEPTION DATE                 12/02/94        10/01/95         12/02/94         10/01/92        10/01/95        10/01/93
SALES CHARGE                      5.50%               *               --            5.50%               *              --
12B-1 FEE                         0.35%           1.00%            0.90%            0.35%           1.00%           0.90%
AVERAGE ANNUAL TOTAL RETURN
INCLUDING SALES CHARGES:
1 year
5 years
10 years
Inception
AVERAGE ANNUAL TOTAL RETURN
WITHOUT DEDUCTION OF SALES CHARGE:
1 year
5 years
10 years
Inception
CUMULATIVE TOTAL RETURN WITHOUT
DEDUCTION OF SALES CHARGE:
1 year
5 years
10 years
Inception
</TABLE>

<TABLE>
<CAPTION>


                                                 Growth                                           C.A.S.E.
AS OF OCTOBER 31, 1997                           Class                                             Class
                                    A           B          C         T                A              B              C
<S>                            <C>         <C>        <C>         <C>             <C>             <C>            <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
5 years
10 years
Inception
AVERAGE ANNUAL TOTAL RETURN
WITHOUT DEDUCTION OF SALES CHARGE:
1 year
5 years
10 years
Inception
CUMULATIVE TOTAL RETURN WITHOUT
DEDUCTION OF SALES CHARGE:
1 year
5 years
10 years
Inception
</TABLE>


<TABLE>
<CAPTION>

                                              Value Equity                                    Strategic Total Return
AS OF OCTOBER 31, 1997                          Class                                                Class
                                    A              B              C                  A                  B                 C
<S>                            <C>             <C>            <C>                <C>                <C>               <C>
INCEPTION DATE                  02/01/97       02/01/97       02/01/97           12/02/94           10/01/95          12/02/94
SALES CHARGE                       5.50%              *             --              5.50%                  *                --
12B-1 FEE                          0.35%          1.00%          0.90%              0.35%              1.00%             0.90%
AVERAGE ANNUAL TOTAL RETURN    
INCLUDING SALES CHARGES:
1 year
5 years
10 years
Inception
AVERAGE ANNUAL TOTAL RETURN
WITHOUT DEDUCTION OF SALES CHARGE:
1 year
5 years
10 years
Inception
CUMULATIVE TOTAL RETURN WITHOUT
DEDUCTION OF SALES CHARGE:
1 year
5 years
10 years
Inception
</TABLE>


<TABLE>
<CAPTION>

                                        Tactical Asset Allocation                                  Balanced
AS OF OCTOBER 31, 1997                            Class                                              Class
                                    A               B                C                A                B                C
<S>                             <C>              <C>             <C>              <C>              <C>              <C>
INCEPTION DATE                  10/01/95         10/01/95        10/01/95         12/02/94         10/01/95         12/02/94
SALES CHARGE                       5.50%                *              --            5.50%                *               --
12B-1 FEE                          0.35%            1.00%           0.90%            0.35%            1.00%            0.90%
AVERAGE ANNUAL TOTAL RETURN    
INCLUDING SALES CHARGES:
1 year
5 years
10 years
Inception
AVERAGE ANNUAL TOTAL RETURN
WITHOUT DEDUCTION OF SALES CHARGE:
1 year
5 years
10 years
Inception
CUMULATIVE TOTAL RETURN WITHOUT
DEDUCTION OF SALES CHARGE:
1 year
5 years
10 years
Inception

</TABLE>


<TABLE>
<CAPTION>

                                            Flexible Income                                           Income Plus
AS OF OCTOBER 31, 1997                           Class                                                  Class
                                  A                B                C                     A               B                C
<S>                            <C>             <C>              <C>                  <C>              <C>             <C>
INCEPTION DATE                 06/29/87        10/01/95         10/01/93             06/14/85         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%           0.90%
AVERAGE ANNUAL TOTAL RETURN
INCLUDING SALES CHARGES:
1 year
5 years
10 years
Inception
AVERAGE ANNUAL TOTAL RETURN
WITHOUT DEDUCTION OF SALES CHARGE:
1 year
5 years
10 years
Inception
CUMULATIVE TOTAL RETURN WITHOUT
DEDUCTION OF SALES CHARGE:
1 year
5 years
10 years
Inception
</TABLE>

<TABLE>
<CAPTION>

                                               Tax-Exempt
AS OF OCTOBER 31, 1997                           Class
                                    A              B                C
<S>                            <C>              <C>              <C>
INCEPTION DATE                 04/01/85         10/01/95         10/01/93
SALES CHARGE                      4.75%                *               --
12B-1 FEE                         0.35%            1.00%            0.60%
AVERAGE ANNUAL TOTAL RETURN    
INCLUDING SALES CHARGES:
1 year
5 years
10 years
Inception
AVERAGE ANNUAL TOTAL RETURN
WITHOUT DEDUCTION OF SALES CHARGE:
1 year
5 years
10 years
Inception
CUMULATIVE TOTAL RETURN WITHOUT
DEDUCTION OF SALES CHARGE:
1 year
5 years
10 years
Inception
    
</TABLE>


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

     *    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.

                                       55

<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 10/31/97
                         Class A
                         Class B
                         Class C
Balanced
                         Class A
                         Class B
                         Class C
Flexible Income
                         Class A
                         Class B
                         Class C
Income Plus
                         Class A
                         Class B
                         Class C

     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,  1997  was  ______%,  ______%  and  ______%,
respectively.
    

     As stated in the Prospectus,  from time to time in  advertisements or sales
material,  a Portfolio may present and discuss its  performance  rankings and/or
ratings or other  information as published by recognized mutual fund statistical
services or by  publications  of general  interest such as Wall Street  Journal,
Boston Globe, New York Times, Los Angeles Times,  Christian Science Monitor, USA
Today, Tampa Tribune, St. Petersburg Times,  Financial Times,  Hartford Current,
International   Herald  Tribune,   Investor's  Business  Daily,  Boston  Herald,
Washington  Post,  Kiplinger's   Washington  Letter,   Kiplinger's  Tax  Report,
Kiplinger's  Personal  Finance  Magazine,  Barron's,  Business  Week,  Financial
Services Week, National  Underwriter,  Time,  Newsweek,  Pensions & Investments,
U.S.  News and World Report,  Morningstar  Mutual Fund Values,  Economist,  Bank
Letter,  Boston Business Journal,  Research  Recommendations,  FACS of the Week,
Money, Modern Maturity,  Forbes,  Fortune,  Financial Planner,  American Banker,
U.S.  Banker,  ABA  Banking  Journal,   Institutional  Investor   (U.S./Europe),
Registered  Representative,  Independent Agent, American Demographics,  Trusts &
Estates,  Credit Union  Management,  Personal  Investor,  New England  Business,
Business  Month,  Gentlemen's  Quarterly,  Employee  Research  Report,  Employee
Benefit Plan Review, ICI Mutual Fund News, Succeed, Johnson Charts, Weisenberger
Investment Companies Service,  Mutual Fund Quarterly,  Financial World Magazine,
Consumer   Reports,   Babson-United   Mutual  Fund   Selector  and  Mutual  Fund
Encyclopedia  (Dearborn Financial  Publishing.) . A Portfolio may also advertise
non-standardized  performance  information  which is for period in  addition  to
those required to be presented, or which provides actual year-by-year return, or
any  combination  thereof,  or both.  For  Class A,  Class B and Class T shares,
non-standardized  performance may also be that which does not reflect  deduction
of the  maximum  sales  charge  applicable  to Class A and Class T shares or the
contingent  deferred sales charge applicable to Class B shares.  In addition,  a
Portfolio may, as appropriate, compare its performance to that of other types of
investments  such  as  certificates  of  deposit,   savings  accounts  and  U.S.
Treasuries,  or to certain  interest  rate and  inflation  indices,  such as the
Consumer Price Index. A

                                       56

<PAGE>



Portfolio  may also  advertise  various  methods of investing  including,  among
others, dollar cost averaging, and may use compounding illustrations to show the
results of such  investment  methods.  The Fund or the Distributor may also from
time to time in  advertisements  or  sales  material  present  tables  or  other
information  comparing  tax-exempt  yields  to the  equivalent  taxable  yields,
whether with specific reference to the Tax-Exempt Portfolio or otherwise.

                              FINANCIAL STATEMENTS

   
     Audited  Financial  Statements for IDEX  Aggressive  Growth,  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  for the fiscal  year  ended  October  31,  1997 are
incorporated by reference from the Fund's Annual Report dated October 31, 1997.
    


<PAGE>

                                   APPENDIX A

              CERTAIN SECURITIES IN WHICH THE PORTFOLIOS MAY INVEST

I.   MUNICIPAL OBLIGATIONS IN WHICH THE TAX-EXEMPT PORTFOLIO MAY INVEST

A.   MUNICIPAL BONDS

     General Information.  Municipal Bonds are debt obligations issued to obtain
funds for various public purposes, including the construction of a wide range of
public  facilities  such as airports,  highways,  bridges,  schools,  hospitals,
housing,  mass  transportation,  streets and water and sewer works, and that pay
interest  that is exempt  from  federal  income tax in the  opinion of  issuer's
counsel.  Other public  purposes for which Municipal Bonds may be issued include
the refunding of outstanding  obligations,  obtaining funds for general expenses
and obtaining funds to lend to other public institutions and facilities.

     The  two  principal   classifications   of  Municipal  Bonds  are  "general
obligation" bonds and "revenue" or "special tax" bonds. General obligation bonds
are secured by the  issuer's  pledge of its full faith,  credit and taxing power
for the  payment of  principal  and  interest.  Revenue or special tax bonds are
payable  only from the revenues  derived from a particular  facility or class of
facilities or project or, in some cases,  from the proceeds of a special  excise
tax or other  specific  revenue  source,  but are not  supported by the issuer's
power to levy  general  taxes.  Most  industrial  development  bonds are in this
category.

     There are, of course,  variations in the security of Municipal bonds,  both
within a particular  classification  and between  classifications,  depending on
numerous factors. The yields of Municipal Bonds depend, among other things, upon
general  money market  conditions,  general  conditions  of the  Municipal  Bond
market,  size of a  particular  offering,  the maturity of the  obligations  and
rating of the issue.

     Industrial  Development  Bonds  and  Private  Activity  Bonds.   Industrial
development  bonds ("IDBs") and private activity bonds ("PABs") are issued by or
on  behalf  of  public   authorities  to  finance  various  privately   operated
facilities, such as airports or pollution control facilities. PABs generally are
such bonds issued after August 15, 1986.  These  obligations are included within
the term  "municipal  bonds" if the interest paid thereon is exempt from federal
income  tax in the option of the bond  counsel.  IDBs and PABs are in most cases
revenue  bonds and thus are not payable  from the  unrestricted  revenues of the
issuer.  The credit quality of IDBs and PABs is usually  directly related to the
credit standing of the user of the facilities being financed.

     Purchases on  "When-Issued"  or "Delayed  Delivery"  Basis.  Sometimes  the
Tax-Exempt  Portfolio may buy  Municipal  Bonds on a  "when-issued"  or "delayed
delivery"  basis.  This means that when it agrees to buy, the terms of the Bonds
and the price it will pay are fixed,  but it does not purchase and take delivery
of the Bonds until a later date (the "settlement date"), which is usually within
one month.  The  Tax-Exempt  Portfolio  pays no money and  receives  no interest
before  the  settlement  date.  The  commitment  to  purchase  securities  on  a
when-issued or delayed delivery basis involves the risk that the market value of
such  securities  may fall below cost prior to the  settlement  date.  While the
Tax-Exempt Portfolio may sell the Municipal Bonds before the settlement date, it
will ordinarily do so only for investment  management reasons.  Ordinarily,  the
Tax-Exempt  Portfolio  purchases  Municipal Bonds that it has agreed to buy on a
when-issued  or delayed  delivery  basis.  Gains or losses on sales prior to the
settlement date are not tax-exempt.

     A Municipal Bond  purchased on a when-issued  or delayed  delivery basis is
recorded as an asset on the  commitment  date.  The  Tax-Exempt  Portfolio  will
direct the Fund's  custodian to segregate  cash, U.S.  Government  securities or
other  appropriate  other debt  obligations  owned by the Portfolio  that are at
least equal in value to the amount the Tax-Exempt  Portfolio will have to pay on
the  settlement  date.  If  necessary,  additional  assets will be placed in the
account  daily  so that  the  value  of the  account  will at  least  equal  the
Portfolio's purchase commitment.

B.   MUNICIPAL NOTES

     The  Tax-Exempt  Portfolio may invest in the  following  types of Municipal
Notes, subject to the quality requirements described in the Prospectus:

     Project  Notes.  Project  notes  ("PNs")  are  issued  on  behalf  of local
authorities at auctions conducted by the United States Department of Housing and
Urban  Development  to  raise  funds  for  federally  sponsored  urban  renewal,
neighborhood  development and housing programs. PNs are backed by the full faith
and credit of the Federal government through agreements with the local


                                        1

<PAGE>

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.

     While the various types of Municipal Notes and Municipal  Commercial  Paper
described  above as a group  represent the major portion of the tax-exempt  note
market,  other types of notes are occasionally  available in the marketplace and
the  Tax-Exempt  Portfolio may invest in such other types of notes to the extent
permitted  under  its  investment   objective  and  policies.   Such  short-term
obligations  may be issued for different  purposes and with  different  security
than those mentioned above.

D.   FLOATING RATE AND VARIABLE RATE OBLIGATIONS

     The  Tax-Exempt  Portfolio  may purchase  floating  rate and variable  rate
obligations,  including  participation  interests therein (see section E below).
Investments in floating or variable rate  securities  normally will include IDBs
which  provide  that the rate of interest is set as a specific  percentage  of a
designated  base rate,  such as the rate on Treasury Bonds or Bills or the prime
rate at a major  commercial  bank,  and that the Portfolio can demand payment of
the obligation on short notice at par value plus accrued interest. Variable rate
securities  provide for a specified  periodic  adjustment in the interest  rate,
while floating rate securities have flexible rates that change whenever there is
a change in the designated base interest rate.  Frequently,  such securities are
secured by letters of credit or other credit  support  arrangements  provided by
banks. The quality of the underlying  creditor (i.e., the corporation  utilizing
the IDBs  financing)  or the bank, as the case may be, must be equivalent to the
Municipal   Obligation   ratings  required  for  purchases  for  the  Tax-Exempt
Portfolio.


                                        2

<PAGE>


E.   PARTICIPATION INTERESTS

     The Tax-Exempt  Portfolio may invest in participation  interests  purchased
from banks in variable rate  tax-exempt  securities  (such as IDBs) owned by the
banks. A participation interest gives the purchaser an undivided interest in the
tax-exempt  security  in  the  proportion  that  the  Portfolio's  participation
interest bears to the total  principal  amount of the tax-exempt  security,  and
permits demand  repurchase as described in section D above.  Participations  are
frequently  backed by an  irrevocable  letter of credit or guarantee of the bank
offering the participation  which the sub-adviser,  under the supervision of the
Board of Trustees, has determined meets the prescribed quality standards for the
Tax-Exempt Portfolio. The Portfolio has the right to sell the instrument back to
the bank and draw on the letter of credit on 7 days'  notice for all or any part
of the  Portfolio's  participation  interest in the  tax-exempt  security,  plus
accrued interest.  The Portfolio intends to exercise its demand rights under the
letter of  credit  only (1) upon a  default  under  the terms of the  tax-exempt
security,  (2) as needed to provide liquidity in order to meet  redemptions,  or
(3) upon a drop in the rating or the sub-adviser's  evaluation of the underlying
security.  Banks charge a service and letter of credit fee and a fee for issuing
repurchase  commitments in an amount equal to the excess of the interest paid on
the tax-exempt  securities over the yield  negotiated  between the Portfolio and
the bank at which the  instruments  were purchased by the Tax-Exempt  Portfolio.
The sub-adviser will monitor the pricing,  quality and liquidity of the variable
rate demand  instruments  held by the Tax-Exempt  Portfolio,  including the IDBs
supported  by bank  letters of credit or  guarantee,  on the basis of  published
financial  information,  reports or rating  agencies  and other bank  analytical
services.  Participation  interests will be purchased only if, in the opinion of
counsel, interest income on such interest will be tax-exempt when distributed as
dividends to shareholders.

     Obligations of issuers of Municipal  Bonds,  Municipal  Notes and Municipal
Commercial  Paper are subject to the  provisions of  bankruptcy,  insolvency and
other laws  affecting the rights and remedies of creditors,  such as the Federal
Bankruptcy  Act,  and laws,  if any,  which may be enacted by  Congress or state
legislatures  extending  the time for  payment  of  principal  or  interest,  or
imposing  other  constraints  upon  enforcement  of  such  obligations  or  upon
municipalities'  power  to levy  taxes.  There  is  also  the  possibility  that
litigation or other conditions may materially  affect the power or ability of an
issuer  to pay,  when  due,  the  principal  of and  interest  on its  Municipal
Obligations.

II.  OBLIGATIONS IN WHICH EACH PORTFOLIO MAY INVEST (UNLESS OTHERWISE NOTED)

A.   U.S. GOVERNMENT OBLIGATIONS

     As described in the Prospectus, the Portfolios may invest in some or all of
the following types of direct obligations of the Federal  Government,  issued by
the  Department of the Treasury,  and backed by the full faith and credit of the
Federal Government.

     Treasury  Bills.  Treasury  bills are issued with  maturities  of up to one
year.  They are  issued in bearer  form,  are sold on a  discount  basis and are
payable at par value at maturity.

     Treasury Notes. Treasury Notes are longer-term interest bearing obligations
with original maturities of one to seven years.

     Treasury Bonds. Treasury bonds are longer-term interest bearing obligations
with original maturities from 5 to 30 years.

B.   OBLIGATIONS OF FEDERAL AGENCIES, INSTRUMENTALITIES AND AUTHORITIES

     Certain federal agencies have been established as  instrumentalities of the
United States  Government to supervise and finance  certain types of activities.
These  agencies  include,  but are not limited  to, the Banks for  Cooperatives,
Federal Land Banks,  Federal  Intermediate Credit Banks, Federal Home Loan Banks
("FHLB"),  Federal National Mortgage Association  ("FNMA"),  Government National
Mortgage  Association  ("GNMA"),  Export-Import  Bank of the United States,  and
Tennessee Valley Authority ("TVA").  Issues of these agencies,  while not direct
obligations of the United States Government, are either backed by the full faith
and credit of the United States (e.g.,  GNMA  Certificates or certain TVA Bonds)
or are guaranteed by the Treasury  (e.g.,  certain other TVA Bonds) or supported
by the issuing  agencies' right to borrow from the Treasury (e.g., FHLB and FNMA
Bonds).  There can be no assurance that the United States Government itself will
pay interest and principal on securities as to which it is not legally obligated
to do so.


                                        3

<PAGE>


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.

     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.

                                        4

<PAGE>

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.

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  


                                        5

<PAGE>




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


                                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,  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  for the fiscal year
          ended  October 31, 1997 included in the IDEX Series Fund's 1997 Annual
          Report  to  Shareholders   are  incorporated  by  reference  into  the
          Statement of Additional Information.

     (2)  Financial Highlights of IDEX 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 are included on pages
          2-40 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 
                (2)      IDEX International Equity Portfolio 1
                (3)      IDEX Capital Appreciation Portfolio 
                (4)      IDEX Global Portfolio 
                (5)      IDEX Growth Portfolio  
                (6)      IDEX C.A.S.E. Portfolio  
                (7)      IDEX Value Equity Portfolio 1
                (8)      IDEX Strategic Total Return Portfolio  
                (9)      IDEX Tactical Asset Allocation Portfolio  
                (10)     IDEX Balanced Portfolio  
                (11)     IDEX Flexible Income Portfolio  
                (12)     IDEX Income Plus Portfolio   
                (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).

                                        1

<PAGE>



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

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

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

 Exhibit 5      (a)      Management and Investment Advisory Agreement
                (1)      IDEX Aggressive Growth Portfolio 1
                (2)      IDEX International Equity Portfolio 2
                (3)      IDEX Capital Appreciation Portfolio 1
                (4)      IDEX Global Portfolio 1
                (5)      IDEX Growth Portfolio 1
                (6)      IDEX C.A.S.E. Portfolio 3
                (7)      IDEX Value Equity Portfolio  2
                (8)      IDEX Strategic Total Return Portfolio 1
                (9)      IDEX Tactical Asset Allocation Portfolio4
                (10)     IDEX Balanced Portfolio 1
                (11)     IDEX Flexible Income Portfolio 1
- --------

     2    Filed previously with Post-Effective  Amendment No. 25 to Registration
          Statement filed on January 31, 1997 (File No. 33- 2659).
    
     3    Filed previously with Post-Effective  Amendment No. 20 to Registration
          Statement filed on November 17, 1995 (File No. 33- 2659)

     4    Filed previously with Post-Effective  Amendment No. 18 to Registration
          Statement filed on June 30, 1995 (File No. 33-2659)

                                        2

<PAGE>



                (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 2
                         (ii)   IDEX International Equity Portfolio 2
                (3)      IDEX Capital Appreciation Portfolio 1
                (4)      IDEX Global Portfolio 1
                (5)      IDEX Growth Portfolio 1
                (6)      IDEX C.A.S.E. Portfolio 3
                (7)      IDEX Value Equity Portfolio5
                (8)      IDEX Strategic Total Return Portfolio 1
                (9)      IDEX Tactical Asset Allocation Portfolio 4
                (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 5
                (b)      Dealer's Sales Agreement 1
                (c)      Service Agreement 2
                (d)      Wholesaler's Agreement 3

   
 Exhibit 7      Trustees/Directors Deferred Compensation Plan  
    

 Exhibit 8      Custody Agreement 2

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

   
 Exhibit 10     Opinion of Counsel (to be filed by amendment)

 Exhibit 11     (a)   Consent of ____________________ (to be filed by amendment)
                (b)   Consent of Sutherland Asbill & Brennan, L.L.P. 
                        (to be filed by amendment)
    

 Exhibit 12     Not Applicable

 Exhibit 13     Investment Letter from Sole Shareholder 5


- --------

     5    Filed previously with Post-Effective  Amendment No. 26 to Registration
          Statement filed on July 16, 1997 (File Nol 33-2659)

                                        3

<PAGE>



 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  3
                (7)   IDEX Value Equity Portfolio 1
                (8)   IDEX Strategic Total Return Portfolio 1
                (9)   IDEX Tactical Asset Allocation Portfolio 4
                (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  3
                (7)   IDEX Value Equity Portfolio 1
                (8)   IDEX Strategic Total Return Portfolio 1
                (9)   IDEX Tactical Asset Allocation Portfolio 4
                (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 3
                (7)   IDEX Value Equity Portfolio1
                (8)   IDEX Strategic Total Return Portfolio 1
                (9)   IDEX Tactical Asset Allocation Portfolio 4
                (10)  IDEX Balanced Portfolio 1
                (11)  IDEX Flexible Income Portfolio 1
                (12)  IDEX Income Plus Portfolio 1
                (13)  IDEX Tax-Exempt Portfolio 1



                                        4

<PAGE>



 Exhibit 16     (a)   Computation of Performance Quotation
                      Class A Shares
                (1)   IDEX Aggressive Growth Portfolio 4
                (2)   IDEX International Equity Portfolio 5
                (3)   IDEX Capital Appreciation Portfolio 4
                (4)   IDEX Global Portfolio 5
                (5)   IDEX Growth Portfolio 5
                (6)   IDEX C.A.S.E. Portfolio 6
                (7)   IDEX Value Equity Portfolio5
                (8)   IDEX Strategic Total Return Portfolio 4
                (9)   IDEX Tactical Asset Allocation Portfolio6
                (10)  IDEX Balanced Portfolio 4
                (11)  IDEX Flexible Income Portfolio 5
                (12)  IDEX Income Plus Portfolio 5
                (13)  IDEX Tax-Exempt Portfolio 5

                (b)   Computation of Performance Quotation
                      Class B Shares
                (1)   IDEX Aggressive Growth Portfolio6
                (2)   IDEX International Equity Portfolio5
                (3)   IDEX Capital Appreciation Portfolio 6
                (4)   IDEX Global Portfolio 6
                (5)   IDEX Growth Portfolio 6
                (6)   IDEX C.A.S.E. Portfolio 6
                (7)   IDEX Value Equity Portfolio5
                (8)   IDEX Strategic Total Return Portfolio 6
                (9)   IDEX Tactical Asset Allocation Portfolio 6
                (10)  IDEX Balanced Portfolio  6
                (11)  IDEX Flexible Income Portfolio 6
                (12)  IDEX Income Plus Portfolio 6
                (13)  IDEX Tax-Exempt Portfolio 6

                (c)   Computation of Performance Quotation
                      Class C Shares
                (1)   IDEX Aggressive Growth Portfolio 4
                (2)   IDEX International Equity Portfolio 5
                (3)   IDEX Capital Appreciation Portfolio 4
                (4)   IDEX Global Portfolio 3
                (5)   IDEX Growth Portfolio 3
                (6)   IDEX C.A.S.E. Portfolio6
                (7)   IDEX Value Equity Portfolio5
                (8)   IDEX Strategic Total Return Portfolio4
                (9)   IDEX Tactical Asset Allocation Portfolio 6
                (10)  IDEX Balanced Portfolio 4
                (11)  IDEX Flexible Income Portfolio 3
                (12)  IDEX Income Plus Portfolio 3
                (13)  IDEX Tax-Exempt Portfolio 3


- --------
    
     6    Filed previously with Post-Effective  Amendment No. 23 to Registration
          Statement filed on July 19, 1996 (File No. 33-2659).

                                        5

<PAGE>



   
                (d)   Computation of Performance Quotation
                      Class T Shares
                (1)   IDEX Growth Portfolio
    

 Exhibit 18     Multiple Class Plan 7

   
 Exhibit 19     Powers of Attorney 

 Exhibit 27     Financial Data Schedule (to be filed by amendment)
                
    

Item 25     Persons Controlled by or under Common Control with Registrant

     To the knowledge of the Registrant,  IDEX International Equity,  Aggressive
Growth, Capital Appreciation,  Global, Growth, C.A.S.E., Value Equity, Strategic
Total Return, Tactical Asset Allocation,  Balanced, Flexible Income, Income Plus
and Tax-Exempt Portfolios are not controlled by or under common control with any
other person. The Registrant has no subsidiaries.

Item 26     Number of Holders of Securities

   
      The  number of record  holders  of shares of  beneficial  interest  of the
Registrant as of ___________________, was as follows:
    

       Title of Class A Shares                        Number of Record Holders
       Shares of Beneficial Interest
   
       IDEX Aggressive Growth Portfolio                               
       IDEX 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                                      
    

       Title of Class B Shares                        Number of Record Holders
       Shares of Beneficial Interest
   
       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                 
    
- --------

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

                                        6

<PAGE>



   
       IDEX Balanced Portfolio                                  
       IDEX Flexible Income Portfolio                           
       IDEX Income Plus Portfolio                               
       IDEX Tax-Exempt Portfolio                                
    

       Title of Class C Shares                        Number of Record Holders
       Shares of Beneficial Interest
   
       IDEX Aggressive Growth Portfolio                         
       IDEX 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                                
    

       Title of Class T Shares                        Number of Record Holders
       Shares of Beneficial Interest
   
       IDEX Growth Portfolio                                     
    

Item 27     Indemnification

     Provisions  relating to  indemnification  of the Registrant's  Trustees and
employees are included in  Registrant's  Restatement of Declaration of Trust and
Bylaws which are incorporated herein by reference.

   
     Insofar as  indemnification  for liability arising under the Securities Act
of 1933 may be permitted  to Trustees,  officers  and  controlling  persons,  or
otherwise,  Registrant  has been advised  that in the opinion of the  Commission
such  indemnification  may be against  public policy as expressed in the Act and
may be, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the payment by  Registrant  of expenses
incurred or paid by a Trustee,  officer or  controlling  person of Registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such
Trustee,  officer or controlling  person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
    

Item 28     Business and Other Connections of Investment Advisers

     (a). Capital  Appreciation,  Global,  Growth,  Balanced and Flexible Income
          Portfolios

     The only  business  of Idex  Management,  Inc.  ("IMI")  is to serve as the
investment  adviser  of  Capital  Appreciation,  Global,  Growth,  Balanced  and
Flexible Income Portfolios of IDEX Series Fund.

     Janus  Capital  Corporation  ("Janus  Capital")  serves as  sub-adviser  to
certain  portfolios  in the IDEX Series Fund and as  investment  adviser to each
portfolio  of Janus  Investment  Fund and Janus  Aspen  Series and as adviser or
sub-adviser to several other mutual funds and private and  retirement  accounts.
Janus Capital also serves as sub-adviser to certain portfolios of the WRL Series
Fund,  Inc.  Thomas H.  Bailey,  Chairman  and  President  of Janus  Capital and
Chairman of the Board of Directors of Idex  Management,  Inc.,  has no business,
profession, vocation or employment

                                        7

<PAGE>



   
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.  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 Series Fund), 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 and Mr.  Pierpan,  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,
          Strategic  Total Return,  Tactical Asset  Allocation,  Income Plus and
          Tax-Exempt Portfolios

   
     InterSecurities,   Inc.  ("ISI")  serves  as  investment  adviser  to  IDEX
Tax-Exempt,  Income Plus, International Equity, Value Equity, Aggressive Growth,
Strategic Total Return, Tactical Asset Allocation and C.A.S.E.  Portfolios,  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  Pierpan,  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:
William G. Cummings, Vice President and Treasurer 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;  Cynthia  L.  Remley,  Vice
President  and  Assistant  Secretary  of ISI, is also Vice  President of Western
Reserve Life and Assistant Secretary of Idex Investor Services, Inc.; Stanley R.
Orr,  Vice  President of ISI, is also Vice  President of Western  Reserve  Life;
Terry L.  Garvin,  Vice  President  of ISI, is also a Vice  President of Western
Reserve Life.
    
                                      * * *

     Fred  Alger  Management,  Inc.  ("Alger  Management"),  sub-adviser  to the
Aggressive  Growth  Portfolio,  is a wholly  owned  subsidiary  of Fred  Alger &
Company, Incorporated ("Alger, Inc.") which in turn is a wholly-owned subsidiary
of  Alger  Associates,   Inc.,  a  financial  services  holding  company.  Alger
Management is generally  engaged in rendering  investment  advisory  services to
mutual funds, institutions and, to a lesser extent, individuals.

   
     Fred M. Alger III serves as Chairman of the Board of Alger Associates, Inc.
("Associates"),   Alger  Management,   Alger,   Inc.,  Alger  Properties,   Inc.
("Properties"),  Alger  Shareholder  Services,  Inc.  ("Services"),  Alger  Life
Insurance  Agency,  Inc.  ("Agency"),   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, Associates and Properties; Executive
Vice President and Treasurer of 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.
and  Services,  is 75 Maiden Lane,  New York, NY 10038.  The principal  business
address of Alger,  Inc. and Services is 30  Montgomery  Street,  Jersey City, NJ
07302.
    


                                        8

<PAGE>



                                      * * *

     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.  John H.
Myers is Chairman,  CEO and  President;  Michael J.  Cosgrove,  Ralph R. Layman,
Robert A. MacDougall,  Donald W. Torey,  Eugene K. Bolton and Geoffrey R. Norman
are  Executive  Vice  Presidents;  Alan M. Lewis is  Executive  Vice  President,
General Counsel and Secretary; Thomas J. Szkutak 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;
and Bruce H. Jordan,  Senior Vice President.  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.

   
     NWQ, sub-adviser to the Value Equity Portfolio,  is located at 2049 Century
Park East,  4th  Floor,  Los  Angeles,  CA 90067.  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;  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,  Ronald R. Halverson  (Minneapolis,  MN), Carl Katerndahl (San Francisco,
CA), 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  Strategic  Total  Return  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,  Vincent G. Melashenko,  Timothy E. Harris and Barbara
S. Garcia,  officers of Luther King, have no substantial  business,  profession,
vocation or employment other than their positions with Luther King.
    

                                        9

<PAGE>



                                      * * *
  
     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;  Robert 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 Senior Vice  President and Treasurer of AEGON USA, Inc. Ms.
Clancy is also Treasurer of AUSA Life Insurance  Company,  Inc. and is 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,  Secretary and General Counsel of AEGON USA, Inc. Mr. Vermie is
also currently an officer and/or a director of other AEGON  affiliates.  Douglas
C. Kolsrud, Executive Vice President of AEGON Management, is also Executive Vice
President-  Asset  Allocation and Risk Management of AEGON USA, Inc. Mr. Kolsrud
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.  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.  Steven P. Opp is Senior
Vice President of AEGON Management.  Robert L. Hansen is Vice President of AEGON
Management  and Vice  President of AUSA Life  Insurance  Company,  Inc.;  Jon D.
Kettering is Vice President and Treasurer of AEGON Management and Vice President
of AUSA Life Insurance Company,  Inc.;  Gregory W. Theobald,  Vice President and
Secretary of AEGON  Management,  is also Vice  President and Asst.  Secretary of
AUSA Life  Insurance  Company,  Inc. Mr.  Theobald is also  currently an officer
and/or a director of other AEGON affiliates. Rachel A. Dennis, Michael N. Meese,
David M. Carney,  Lewis O. Funkhouser,  Thomas A. Keel, James E. Fine, Thomas E.
Myers,  Bradley J. Berman and Daniel H.  Thatcher are Vice  Presidents  of AEGON
Management.  Mary T. Pech and Karen J. Green are  Assistant  Vice  Presidents of
AEGON Management. Robert S. Jett is Assistant Secretary of AEGON Management.
    

                                      * * *


                                       10

<PAGE>



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 33758-9053, to act as the principal underwriter of Fund
          shares.
    

     (b)  Directors and Officers of Principal Underwriter

Name                    Positions and Offices        Positions and Offices with 
                        with Underwriter             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

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 and    Senior Vice President,
                        Marketing                    Sales and Marketing

Kristy L. Dowd          Vice President                      N/A

   
Thomas E. Pierpan       Assistant Vice President,    Vice President, Counsel
                        Counsel and Assistant        and Secretary
                        Secretary
    

Christopher G. Roetzer  Assistant Vice President     Vice President, Assistant 
                                                     Treasurer and Principal 
                                                     Accounting Officer

Cynthia L. Remley       Vice President, Counsel and         N/A
                        Assistant Secretary

Terry L. Garvin         Vice President                      N/A

   
    


Stanley R. Orr          Vice President                      N/A

William G. Cummings     Vice President and Treasurer        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

                                       11

<PAGE>


Christine M. Goodwin    Assistant Vice President           N/A

Stuart Walsky           Assistant Vice President           N/A

Duncan H. Cameron       Assistant Vice President           N/A

James Keily             Assistant Secretary                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
          33758-9015.

     (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
          33755, and are in the physical possession of the officers of the Fund,
          or at the offices of the Custodian, Investors Fiduciary Trust Company,
          801 Pennsylvania, Kansas City, MO 64105-1307.
    

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)  Not applicable

     (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.
    






                                       12

<PAGE>

                                   SIGNATURES


   
     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment   Company  Act  of  1940,   the   Registrant  has  duly  caused  this
Post-Effective  Amendment  to its  Registration  Statement  to be  signed on its
behalf by the  undersigned,  thereunto duly  authorized in the City of Largo and
State of Florida, on the 29th day of December 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         December 29, 1997
- -----------------------------
John R. Kenney


/s/ G. John Hurley              President and Trustee        December 29, 1997
- -----------------------------   (Principal Executive
G. John Hurley                  Officer)


/s/ ^ Thomas R. Moriarty        Senior Vice President,        December 29, 1997
- -----------------------------   Treasurer and Principal
Thomas R. Moriarty              Financial Officer


/s/ Christopher G. Roetzer      Vice President, Assistant    December 29, 1997
- -----------------------------   Treasurer and Principal
Christopher G. Roetzer          Accounting Officer
                                

/s/ Peter R. Brown *            Trustee                      December 29, 1997
- -----------------------------
Peter R. Brown *


/s/ Daniel Calabria*            Trustee                      December 29, 1997
- -----------------------------
Daniel Calabria *


/s/ James L. Churchill *        Trustee                      December 29, 1997
- -----------------------------
James L. Churchill *


/s/ Charles C. Harris *         Trustee                      December 29, 1997
- -----------------------------
Charles C. Harris*


/s/ Julian A. Lerner*           Trustee                      December 29, 1997
- -----------------------------
Julian A. Lerner *


/s/ William W. Short, Jr. *     Trustee                      December 29, 1997
- -----------------------------
William W. Short, Jr. *


/s/ Jack E. Zimmerman *         Trustee                      December 29, 1997
- -----------------------------
Jack E. Zimmerman *
    






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





<PAGE>

                                CLASS A SHARES OF
                        IDEX AGGRESSIVE GROWTH PORTFOLIO
                              A series of shares of
                                IDEX 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
Aggressive  Growth  Portfolio,  a series of shares (the "Series") of IDEX 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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX AGGRESSIVE GROWTH PORTFOLIO
A SERIES OF IDEX 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 AGGRESSIVE GROWTH PORTFOLIO
                              A series of shares of
                                IDEX 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
Aggressive  Growth  Portfolio,  a series of shares (the "Series") of IDEX 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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX AGGRESSIVE GROWTH PORTFOLIO
A SERIES OF IDEX SERIES FUND                         SHARES

NUMBER IM

ACCOUNT NO.    ALPHA CODE            DEALER NO.             CONFIRM NO.

TRADE DATE     CONFIRM DATE          BATCH ID. NO.

                   CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING.  PLEASE PRINT THE CORRECT INFORMATION BELOW, AND  RETURN TO:
                       IDEX INVESTOR SERVICES, INC.
                       P.O. BOX 9015
                       CLEARWATER, FL 34618-9015

                       TAX IDENT. OR SOC. SEC. NO.


<PAGE>



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall be  construed  as  though  they  were  written  out in full,
according to the applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFTS/TRANSFERS MIN ACT - Custodian
                                                                   _____________
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right 
          of survivorship                under Uniform Gifts/Transfers to Minors
          and not as tenants in common   Act _______
                                             (State)

                 Additionalabbreviations may also be used though
                             not in the above list.

For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________

______________________________

__________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


__________________________________________________________________________

__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably 
constitute and appoint



______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full 
power of substitution in the premises

Dated, ___________________


                                         __________________________________
                                                                     Owner

                                         __________________________________
                                          Signature of Co-Owner, if any

IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)


Signature(s) guaranteed by:



___________________________________
Name of Institution



___________________________________
Authorized Signature
(Guarantee stamp must be included)


<PAGE>



               NOTICE THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS  WRITTEN  UPON  THE  FACE  OF THE  CERTIFICATE  IN  EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

               THIS  SIGNATURE(S)  MUST BE GUARANTEED  BY AN ELIGIBLE  GUARANTOR
               INSTITUTION  WHO  MEETS  THE  STANDARDS  AND  PROCEDURES  OF  THE
               TRANSFER AGENT.



<PAGE>




                                CLASS C SHARES OF
                        IDEX AGGRESSIVE GROWTH PORTFOLIO
                              A series of shares of
                                IDEX 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
Aggressive  Growth  Portfolio,  a series of shares (the "Series") of IDEX 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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX AGGRESSIVE GROWTH PORTFOLIO
A SERIES OF IDEX SERIES FUND                         SHARES

NUMBER IM

ACCOUNT NO.    ALPHA CODE            DEALER NO.             CONFIRM NO.

TRADE DATE     CONFIRM DATE          BATCH ID. NO.

                   CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING.  PLEASE PRINT THE CORRECT INFORMATION BELOW, AND  RETURN TO:
                       IDEX INVESTOR SERVICES, INC.
                       P.O. BOX 9015
                       CLEARWATER, FL 34618-9015

                       TAX IDENT. OR SOC. SEC. NO.


<PAGE>



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall be  construed  as  though  they  were  written  out in full,
according to the applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFTS/TRANSFERS MIN ACT - Custodian
                                                                   _____________
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right 
          of survivorship                under Uniform Gifts/Transfers to Minors
          and not as tenants in common   Act _______
                                             (State)

                 Additionalabbreviations may also be used though
                             not in the above list.

For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________

______________________________

__________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


__________________________________________________________________________

__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably 
constitute and appoint



______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full 
power of substitution in the premises

Dated, ___________________


                                         __________________________________
                                                                     Owner

                                         __________________________________
                                          Signature of Co-Owner, if any

IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)


Signature(s) guaranteed by:



___________________________________
Name of Institution



___________________________________
Authorized Signature
(Guarantee stamp must be included)


<PAGE>



               NOTICE THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS  WRITTEN  UPON  THE  FACE  OF THE  CERTIFICATE  IN  EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

               THIS  SIGNATURE(S)  MUST BE GUARANTEED  BY AN ELIGIBLE  GUARANTOR
               INSTITUTION  WHO  MEETS  THE  STANDARDS  AND  PROCEDURES  OF  THE
               TRANSFER AGENT.


<PAGE>

                                CLASS A SHARES OF
                      IDEX CAPITAL APPRECIATION PORTFOLIO
                              A series of shares of
                                IDEX 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 Capital
Appreciation Portfolio, a series of shares (the "Series") of IDEX 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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX CAPITAL APPRECIATION PORTFOLIO
A SERIES OF IDEX 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 CAPITAL APPRECIATION PORTFOLIO
                              A series of shares of
                                IDEX 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 Capital
Appreciation Portfolio, a series of shares (the "Series") of IDEX 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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX CAPITAL APPRECIATION PORTFOLIO
A SERIES OF IDEX SERIES FUND                         SHARES

NUMBER IM

ACCOUNT NO.    ALPHA CODE            DEALER NO.             CONFIRM NO.

TRADE DATE     CONFIRM DATE          BATCH ID. NO.

                   CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING.  PLEASE PRINT THE CORRECT INFORMATION BELOW, AND  RETURN TO:
                       IDEX INVESTOR SERVICES, INC.
                       P.O. BOX 9015
                       CLEARWATER, FL 34618-9015

                       TAX IDENT. OR SOC. SEC. NO.


<PAGE>



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall be  construed  as  though  they  were  written  out in full,
according to the applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFTS/TRANSFERS MIN ACT - Custodian
                                                                   _____________
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right 
          of survivorship                under Uniform Gifts/Transfers to Minors
          and not as tenants in common   Act _______
                                             (State)

                 Additionalabbreviations may also be used though
                             not in the above list.

For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________

______________________________

__________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


__________________________________________________________________________

__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably 
constitute and appoint



______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full 
power of substitution in the premises

Dated, ___________________


                                         __________________________________
                                                                     Owner

                                         __________________________________
                                          Signature of Co-Owner, if any

IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)


Signature(s) guaranteed by:



___________________________________
Name of Institution



___________________________________
Authorized Signature
(Guarantee stamp must be included)


<PAGE>



               NOTICE THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS  WRITTEN  UPON  THE  FACE  OF THE  CERTIFICATE  IN  EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

               THIS  SIGNATURE(S)  MUST BE GUARANTEED  BY AN ELIGIBLE  GUARANTOR
               INSTITUTION  WHO  MEETS  THE  STANDARDS  AND  PROCEDURES  OF  THE
               TRANSFER AGENT.



<PAGE>




                                CLASS C SHARES OF
                       IDEX CAPITAL APPRECIATION PORTFOLIO
                              A series of shares of
                                IDEX 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 Capital
Appreciation Portfolio, a series of shares (the "Series") of IDEX 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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX CAPITAL APPRECIATION PORTFOLIO
A SERIES OF IDEX SERIES FUND                         SHARES

NUMBER IM

ACCOUNT NO.    ALPHA CODE            DEALER NO.             CONFIRM NO.

TRADE DATE     CONFIRM DATE          BATCH ID. NO.

                   CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING.  PLEASE PRINT THE CORRECT INFORMATION BELOW, AND  RETURN TO:
                       IDEX INVESTOR SERVICES, INC.
                       P.O. BOX 9015
                       CLEARWATER, FL 34618-9015

                       TAX IDENT. OR SOC. SEC. NO.


<PAGE>



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall be  construed  as  though  they  were  written  out in full,
according to the applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFTS/TRANSFERS MIN ACT - Custodian
                                                                   _____________
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right 
          of survivorship                under Uniform Gifts/Transfers to Minors
          and not as tenants in common   Act _______
                                             (State)

                 Additionalabbreviations may also be used though
                             not in the above list.

For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________

______________________________

__________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


__________________________________________________________________________

__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably 
constitute and appoint



______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full 
power of substitution in the premises

Dated, ___________________


                                         __________________________________
                                                                     Owner

                                         __________________________________
                                          Signature of Co-Owner, if any

IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)


Signature(s) guaranteed by:



___________________________________
Name of Institution



___________________________________
Authorized Signature
(Guarantee stamp must be included)


<PAGE>



               NOTICE THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS  WRITTEN  UPON  THE  FACE  OF THE  CERTIFICATE  IN  EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

               THIS  SIGNATURE(S)  MUST BE GUARANTEED  BY AN ELIGIBLE  GUARANTOR
               INSTITUTION  WHO  MEETS  THE  STANDARDS  AND  PROCEDURES  OF  THE
               TRANSFER AGENT.




                                CLASS A SHARES OF
                              IDEX GLOBAL PORTFOLIO
                              A series of shares of
                                IDEX 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 Global
Portfolio,   a  series  of  shares  (the   "Series")  of  IDEX  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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX GLOBAL PORTFOLIO
A SERIES OF IDEX 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 GLOBAL PORTFOLIO
                              A series of shares of
                                IDEX 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 Global
Portfolio,   a  series  of  shares  (the   "Series")  of  IDEX  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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX GLOBAL PORTFOLIO
A SERIES OF IDEX SERIES FUND                         SHARES

NUMBER IM

ACCOUNT NO.    ALPHA CODE            DEALER NO.             CONFIRM NO.

TRADE DATE     CONFIRM DATE          BATCH ID. NO.

                   CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING.  PLEASE PRINT THE CORRECT INFORMATION BELOW, AND  RETURN TO:
                       IDEX INVESTOR SERVICES, INC.
                       P.O. BOX 9015
                       CLEARWATER, FL 34618-9015

                       TAX IDENT. OR SOC. SEC. NO.


<PAGE>



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall be  construed  as  though  they  were  written  out in full,
according to the applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFTS/TRANSFERS MIN ACT - Custodian
                                                                   _____________
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right 
          of survivorship                under Uniform Gifts/Transfers to Minors
          and not as tenants in common   Act _______
                                             (State)

                 Additionalabbreviations may also be used though
                             not in the above list.

For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________

______________________________

__________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


__________________________________________________________________________

__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably 
constitute and appoint



______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full 
power of substitution in the premises

Dated, ___________________


                                         __________________________________
                                                                     Owner

                                         __________________________________
                                          Signature of Co-Owner, if any

IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)


Signature(s) guaranteed by:



___________________________________
Name of Institution



___________________________________
Authorized Signature
(Guarantee stamp must be included)


<PAGE>



               NOTICE THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS  WRITTEN  UPON  THE  FACE  OF THE  CERTIFICATE  IN  EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

               THIS  SIGNATURE(S)  MUST BE GUARANTEED  BY AN ELIGIBLE  GUARANTOR
               INSTITUTION  WHO  MEETS  THE  STANDARDS  AND  PROCEDURES  OF  THE
               TRANSFER AGENT.



<PAGE>



                                CLASS C SHARES OF
                              IDEX GLOBAL PORTFOLIO
                              A series of shares of
                                IDEX 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 Global
Portfolio,   a  series  of  shares  (the   "Series")  of  IDEX  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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX GLOBAL PORTFOLIO
A SERIES OF IDEX SERIES FUND                         SHARES

NUMBER IM

ACCOUNT NO.    ALPHA CODE            DEALER NO.             CONFIRM NO.

TRADE DATE     CONFIRM DATE          BATCH ID. NO.

                   CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING.  PLEASE PRINT THE CORRECT INFORMATION BELOW, AND  RETURN TO:
                       IDEX INVESTOR SERVICES, INC.
                       P.O. BOX 9015
                       CLEARWATER, FL 34618-9015

                       TAX IDENT. OR SOC. SEC. NO.


<PAGE>



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall be  construed  as  though  they  were  written  out in full,
according to the applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFTS/TRANSFERS MIN ACT - Custodian
                                                                   _____________
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right 
          of survivorship                under Uniform Gifts/Transfers to Minors
          and not as tenants in common   Act _______
                                             (State)

                 Additionalabbreviations may also be used though
                             not in the above list.

For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________

______________________________

__________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


__________________________________________________________________________

__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably 
constitute and appoint



______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full 
power of substitution in the premises

Dated, ___________________


                                         __________________________________
                                                                     Owner

                                         __________________________________
                                          Signature of Co-Owner, if any

IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)


Signature(s) guaranteed by:



___________________________________
Name of Institution



___________________________________
Authorized Signature
(Guarantee stamp must be included)


<PAGE>



               NOTICE THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS  WRITTEN  UPON  THE  FACE  OF THE  CERTIFICATE  IN  EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

               THIS  SIGNATURE(S)  MUST BE GUARANTEED  BY AN ELIGIBLE  GUARANTOR
               INSTITUTION  WHO  MEETS  THE  STANDARDS  AND  PROCEDURES  OF  THE
               TRANSFER AGENT.




                                CLASS A SHARES OF
                              IDEX GROWTH PORTFOLIO
                              A series of shares of
                                IDEX 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 Growth
Portfolio,   a  series  of  shares  (the   "Series")  of  IDEX  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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX GROWTH PORTFOLIO
A SERIES OF IDEX 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 GROWTH PORTFOLIO
                              A series of shares of
                                IDEX 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 Growth
Portfolio,   a  series  of  shares  (the   "Series")  of  IDEX  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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX GROWTH PORTFOLIO
A SERIES OF IDEX SERIES FUND                         SHARES

NUMBER IM

ACCOUNT NO.    ALPHA CODE            DEALER NO.             CONFIRM NO.

TRADE DATE     CONFIRM DATE          BATCH ID. NO.

                   CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING.  PLEASE PRINT THE CORRECT INFORMATION BELOW, AND  RETURN TO:
                       IDEX INVESTOR SERVICES, INC.
                       P.O. BOX 9015
                       CLEARWATER, FL 34618-9015

                       TAX IDENT. OR SOC. SEC. NO.


<PAGE>



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall be  construed  as  though  they  were  written  out in full,
according to the applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFTS/TRANSFERS MIN ACT - Custodian
                                                                   _____________
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right 
          of survivorship                under Uniform Gifts/Transfers to Minors
          and not as tenants in common   Act _______
                                             (State)

                 Additionalabbreviations may also be used though
                             not in the above list.

For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________

______________________________

__________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


__________________________________________________________________________

__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably 
constitute and appoint



______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full 
power of substitution in the premises

Dated, ___________________


                                         __________________________________
                                                                     Owner

                                         __________________________________
                                          Signature of Co-Owner, if any

IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)


Signature(s) guaranteed by:



___________________________________
Name of Institution



___________________________________
Authorized Signature
(Guarantee stamp must be included)


<PAGE>



               NOTICE THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS  WRITTEN  UPON  THE  FACE  OF THE  CERTIFICATE  IN  EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

               THIS  SIGNATURE(S)  MUST BE GUARANTEED  BY AN ELIGIBLE  GUARANTOR
               INSTITUTION  WHO  MEETS  THE  STANDARDS  AND  PROCEDURES  OF  THE
               TRANSFER AGENT.



<PAGE>



                                CLASS C SHARES OF
                              IDEX GROWTH PORTFOLIO
                              A series of shares of
                                IDEX 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 Growth
Portfolio,   a  series  of  shares  (the   "Series")  of  IDEX  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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX GROWTH PORTFOLIO
A SERIES OF IDEX 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 T SHARES OF
                              IDEX GROWTH PORTFOLIO
                              A series of shares of
                                IDEX 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 T Shares (without par value) of IDEX Growth
Portfolio,   a  series  of  shares  (the   "Series")  of  IDEX  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 T 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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS T SHARES OF IDEX GROWTH PORTFOLIO
A SERIES OF IDEX SERIES FUND                         SHARES

NUMBER IM

ACCOUNT NO.    ALPHA CODE            DEALER NO.             CONFIRM NO.

TRADE DATE     CONFIRM DATE          BATCH ID. NO.

                   CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING.  PLEASE PRINT THE CORRECT INFORMATION BELOW, AND  RETURN TO:
                       IDEX INVESTOR SERVICES, INC.
                       P.O. BOX 9015
                       CLEARWATER, FL 34618-9015

                       TAX IDENT. OR SOC. SEC. NO.


<PAGE>



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall be  construed  as  though  they  were  written  out in full,
according to the applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFTS/TRANSFERS MIN ACT - Custodian
                                                                   _____________
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right 
          of survivorship                under Uniform Gifts/Transfers to Minors
          and not as tenants in common   Act _______
                                             (State)

                 Additionalabbreviations may also be used though
                             not in the above list.

For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________

______________________________

__________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


__________________________________________________________________________

__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably 
constitute and appoint



______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full 
power of substitution in the premises

Dated, ___________________


                                         __________________________________
                                                                     Owner

                                         __________________________________
                                          Signature of Co-Owner, if any

IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)


Signature(s) guaranteed by:



___________________________________
Name of Institution



___________________________________
Authorized Signature
(Guarantee stamp must be included)


<PAGE>



               NOTICE THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS  WRITTEN  UPON  THE  FACE  OF THE  CERTIFICATE  IN  EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

               THIS  SIGNATURE(S)  MUST BE GUARANTEED  BY AN ELIGIBLE  GUARANTOR
               INSTITUTION  WHO  MEETS  THE  STANDARDS  AND  PROCEDURES  OF  THE
               TRANSFER AGENT.



<PAGE>

                                CLASS A SHARES OF
                             IDEX C.A.S.E. PORTFOLIO
                              A series of shares of
                                IDEX 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
C.A.S.E.  Portfolio,  a series of shares (the  "Series")  of IDEX 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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX C.A.S.E. PORTFOLIO
A SERIES OF IDEX 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 C.A.S.E. PORTFOLIO
                              A series of shares of
                                IDEX 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
C.A.S.E.  Portfolio,  a series of shares (the  "Series")  of IDEX 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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX C.A.S.E. PORTFOLIO
A SERIES OF IDEX SERIES FUND                         SHARES

NUMBER IM

ACCOUNT NO.    ALPHA CODE            DEALER NO.             CONFIRM NO.

TRADE DATE     CONFIRM DATE          BATCH ID. NO.

                   CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING.  PLEASE PRINT THE CORRECT INFORMATION BELOW, AND  RETURN TO:
                       IDEX INVESTOR SERVICES, INC.
                       P.O. BOX 9015
                       CLEARWATER, FL 34618-9015

                       TAX IDENT. OR SOC. SEC. NO.


<PAGE>



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall be  construed  as  though  they  were  written  out in full,
according to the applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFTS/TRANSFERS MIN ACT - Custodian
                                                                   _____________
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right 
          of survivorship                under Uniform Gifts/Transfers to Minors
          and not as tenants in common   Act _______
                                             (State)

                 Additionalabbreviations may also be used though
                             not in the above list.

For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________

______________________________

__________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


__________________________________________________________________________

__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably 
constitute and appoint



______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full 
power of substitution in the premises

Dated, ___________________


                                         __________________________________
                                                                     Owner

                                         __________________________________
                                          Signature of Co-Owner, if any

IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)


Signature(s) guaranteed by:



___________________________________
Name of Institution



___________________________________
Authorized Signature
(Guarantee stamp must be included)


<PAGE>



               NOTICE THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS  WRITTEN  UPON  THE  FACE  OF THE  CERTIFICATE  IN  EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

               THIS  SIGNATURE(S)  MUST BE GUARANTEED  BY AN ELIGIBLE  GUARANTOR
               INSTITUTION  WHO  MEETS  THE  STANDARDS  AND  PROCEDURES  OF  THE
               TRANSFER AGENT.



<PAGE>



                                CLASS C SHARES OF
                             IDEX C.A.S.E. PORTFOLIO
                              A series of shares of
                                IDEX 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
C.A.S.E.  Portfolio,  a series of shares (the  "Series")  of IDEX 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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX C.A.S.E. PORTFOLIO
A SERIES OF IDEX SERIES FUND                         SHARES

NUMBER IM

ACCOUNT NO.    ALPHA CODE            DEALER NO.             CONFIRM NO.

TRADE DATE     CONFIRM DATE          BATCH ID. NO.

                   CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING.  PLEASE PRINT THE CORRECT INFORMATION BELOW, AND  RETURN TO:
                       IDEX INVESTOR SERVICES, INC.
                       P.O. BOX 9015
                       CLEARWATER, FL 34618-9015

                       TAX IDENT. OR SOC. SEC. NO.


<PAGE>



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall be  construed  as  though  they  were  written  out in full,
according to the applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFTS/TRANSFERS MIN ACT - Custodian
                                                                   _____________
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right 
          of survivorship                under Uniform Gifts/Transfers to Minors
          and not as tenants in common   Act _______
                                             (State)

                 Additionalabbreviations may also be used though
                             not in the above list.

For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________

______________________________

__________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


__________________________________________________________________________

__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably 
constitute and appoint



______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full 
power of substitution in the premises

Dated, ___________________


                                         __________________________________
                                                                     Owner

                                         __________________________________
                                          Signature of Co-Owner, if any

IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)


Signature(s) guaranteed by:



___________________________________
Name of Institution



___________________________________
Authorized Signature
(Guarantee stamp must be included)


<PAGE>



               NOTICE THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS  WRITTEN  UPON  THE  FACE  OF THE  CERTIFICATE  IN  EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

               THIS  SIGNATURE(S)  MUST BE GUARANTEED  BY AN ELIGIBLE  GUARANTOR
               INSTITUTION  WHO  MEETS  THE  STANDARDS  AND  PROCEDURES  OF  THE
               TRANSFER AGENT.




                                CLASS A SHARES OF
                      IDEX STRATEGIC TOTAL RETURN PORTFOLIO
                              A series of shares of
                                IDEX 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
STRATEGIC  TOTAL  RETURN  Portfolio,  a series of shares (the  "Series") of IDEX
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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX STRATEGIC TOTAL RETURN PORTFOLIO
A SERIES OF IDEX 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 STRATEGIC TOTAL RETURN PORTFOLIO
                              A series of shares of
                                IDEX 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
STRATEGIC  TOTAL  RETURN  Portfolio,  a series of shares (the  "Series") of IDEX
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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX STRATEGIC TOTAL RETURN PORTFOLIO
A SERIES OF IDEX SERIES FUND                         SHARES

NUMBER IM

ACCOUNT NO.    ALPHA CODE            DEALER NO.             CONFIRM NO.

TRADE DATE     CONFIRM DATE          BATCH ID. NO.

                   CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING.  PLEASE PRINT THE CORRECT INFORMATION BELOW, AND  RETURN TO:
                       IDEX INVESTOR SERVICES, INC.
                       P.O. BOX 9015
                       CLEARWATER, FL 34618-9015

                       TAX IDENT. OR SOC. SEC. NO.


<PAGE>



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall be  construed  as  though  they  were  written  out in full,
according to the applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFTS/TRANSFERS MIN ACT - Custodian
                                                                   _____________
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right 
          of survivorship                under Uniform Gifts/Transfers to Minors
          and not as tenants in common   Act _______
                                             (State)

                 Additionalabbreviations may also be used though
                             not in the above list.

For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________

______________________________

__________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


__________________________________________________________________________

__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably 
constitute and appoint



______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full 
power of substitution in the premises

Dated, ___________________


                                         __________________________________
                                                                     Owner

                                         __________________________________
                                          Signature of Co-Owner, if any

IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)


Signature(s) guaranteed by:



___________________________________
Name of Institution



___________________________________
Authorized Signature
(Guarantee stamp must be included)


<PAGE>



               NOTICE THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS  WRITTEN  UPON  THE  FACE  OF THE  CERTIFICATE  IN  EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

               THIS  SIGNATURE(S)  MUST BE GUARANTEED  BY AN ELIGIBLE  GUARANTOR
               INSTITUTION  WHO  MEETS  THE  STANDARDS  AND  PROCEDURES  OF  THE
               TRANSFER AGENT.



<PAGE>



                                CLASS C SHARES OF
                      IDEX STRATEGIC TOTAL RETURN PORTFOLIO
                              A series of shares of
                                IDEX 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
STRATEGIC  TOTAL  RETURN  Portfolio,  a series of shares (the  "Series") of IDEX
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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX STRATEGIC TOTAL RETURN PORTFOLIO
A SERIES OF IDEX SERIES FUND                         SHARES

NUMBER IM

ACCOUNT NO.    ALPHA CODE            DEALER NO.             CONFIRM NO.

TRADE DATE     CONFIRM DATE          BATCH ID. NO.

                   CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING.  PLEASE PRINT THE CORRECT INFORMATION BELOW, AND  RETURN TO:
                       IDEX INVESTOR SERVICES, INC.
                       P.O. BOX 9015
                       CLEARWATER, FL 34618-9015

                       TAX IDENT. OR SOC. SEC. NO.


<PAGE>



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall be  construed  as  though  they  were  written  out in full,
according to the applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFTS/TRANSFERS MIN ACT - Custodian
                                                                   _____________
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right 
          of survivorship                under Uniform Gifts/Transfers to Minors
          and not as tenants in common   Act _______
                                             (State)

                 Additionalabbreviations may also be used though
                             not in the above list.

For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________

______________________________

__________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


__________________________________________________________________________

__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably 
constitute and appoint



______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full 
power of substitution in the premises

Dated, ___________________


                                         __________________________________
                                                                     Owner

                                         __________________________________
                                          Signature of Co-Owner, if any

IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)


Signature(s) guaranteed by:



___________________________________
Name of Institution



___________________________________
Authorized Signature
(Guarantee stamp must be included)


<PAGE>



               NOTICE THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS  WRITTEN  UPON  THE  FACE  OF THE  CERTIFICATE  IN  EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

               THIS  SIGNATURE(S)  MUST BE GUARANTEED  BY AN ELIGIBLE  GUARANTOR
               INSTITUTION  WHO  MEETS  THE  STANDARDS  AND  PROCEDURES  OF  THE
               TRANSFER AGENT.




                                CLASS A SHARES OF
                    IDEX TACTICAL ASSET ALLOCATION PORTFOLIO
                              A series of shares of
                                IDEX 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
Tactical Asset Allocation  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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX TACTICAL ASSET ALLOCATION PORTFOLIO
A SERIES OF IDEX 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 TACTICAL ASSET ALLOCATION PORTFOLIO
                              A series of shares of
                                IDEX 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
Tactical Asset Allocation  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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX TACTICAL ASSET ALLOCATION PORTFOLIO
A SERIES OF IDEX SERIES FUND                         SHARES

NUMBER IM

ACCOUNT NO.    ALPHA CODE            DEALER NO.             CONFIRM NO.

TRADE DATE     CONFIRM DATE          BATCH ID. NO.

                   CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING.  PLEASE PRINT THE CORRECT INFORMATION BELOW, AND  RETURN TO:
                       IDEX INVESTOR SERVICES, INC.
                       P.O. BOX 9015
                       CLEARWATER, FL 34618-9015

                       TAX IDENT. OR SOC. SEC. NO.


<PAGE>



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall be  construed  as  though  they  were  written  out in full,
according to the applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFTS/TRANSFERS MIN ACT - Custodian
                                                                   _____________
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right 
          of survivorship                under Uniform Gifts/Transfers to Minors
          and not as tenants in common   Act _______
                                             (State)

                 Additionalabbreviations may also be used though
                             not in the above list.

For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________

______________________________

__________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


__________________________________________________________________________

__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably 
constitute and appoint



______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full 
power of substitution in the premises

Dated, ___________________


                                         __________________________________
                                                                     Owner

                                         __________________________________
                                          Signature of Co-Owner, if any

IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)


Signature(s) guaranteed by:



___________________________________
Name of Institution



___________________________________
Authorized Signature
(Guarantee stamp must be included)


<PAGE>



               NOTICE THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS  WRITTEN  UPON  THE  FACE  OF THE  CERTIFICATE  IN  EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

               THIS  SIGNATURE(S)  MUST BE GUARANTEED  BY AN ELIGIBLE  GUARANTOR
               INSTITUTION  WHO  MEETS  THE  STANDARDS  AND  PROCEDURES  OF  THE
               TRANSFER AGENT.



<PAGE>



                                CLASS C SHARES OF
                    IDEX TACTICAL ASSET ALLOCATION PORTFOLIO
                              A series of shares of
                                IDEX 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
Tactical Asset Allocation  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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX TACTICAL ASSET ALLOCATION PORTFOLIO
A SERIES OF IDEX SERIES FUND                         SHARES

NUMBER IM

ACCOUNT NO.    ALPHA CODE            DEALER NO.             CONFIRM NO.

TRADE DATE     CONFIRM DATE          BATCH ID. NO.

                   CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING.  PLEASE PRINT THE CORRECT INFORMATION BELOW, AND  RETURN TO:
                       IDEX INVESTOR SERVICES, INC.
                       P.O. BOX 9015
                       CLEARWATER, FL 34618-9015

                       TAX IDENT. OR SOC. SEC. NO.


<PAGE>



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall be  construed  as  though  they  were  written  out in full,
according to the applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFTS/TRANSFERS MIN ACT - Custodian
                                                                   _____________
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right 
          of survivorship                under Uniform Gifts/Transfers to Minors
          and not as tenants in common   Act _______
                                             (State)

                 Additionalabbreviations may also be used though
                             not in the above list.

For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________

______________________________

__________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


__________________________________________________________________________

__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably 
constitute and appoint



______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full 
power of substitution in the premises

Dated, ___________________


                                         __________________________________
                                                                     Owner

                                         __________________________________
                                          Signature of Co-Owner, if any

IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)


Signature(s) guaranteed by:



___________________________________
Name of Institution



___________________________________
Authorized Signature
(Guarantee stamp must be included)


<PAGE>



               NOTICE THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS  WRITTEN  UPON  THE  FACE  OF THE  CERTIFICATE  IN  EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

               THIS  SIGNATURE(S)  MUST BE GUARANTEED  BY AN ELIGIBLE  GUARANTOR
               INSTITUTION  WHO  MEETS  THE  STANDARDS  AND  PROCEDURES  OF  THE
               TRANSFER AGENT.




                                CLASS A SHARES OF
                             IDEX BALANCED PORTFOLIO
                              A series of shares of
                                IDEX 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
Balanced  Portfolio,  a series of shares (the  "Series")  of IDEX 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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX BALANCED PORTFOLIO
A SERIES OF IDEX 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 BALANCED PORTFOLIO
                              A series of shares of
                                IDEX 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
Balanced  Portfolio,  a series of shares (the  "Series")  of IDEX 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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX BALANCED PORTFOLIO
A SERIES OF IDEX SERIES FUND                         SHARES

NUMBER IM

ACCOUNT NO.    ALPHA CODE            DEALER NO.             CONFIRM NO.

TRADE DATE     CONFIRM DATE          BATCH ID. NO.

                   CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING.  PLEASE PRINT THE CORRECT INFORMATION BELOW, AND  RETURN TO:
                       IDEX INVESTOR SERVICES, INC.
                       P.O. BOX 9015
                       CLEARWATER, FL 34618-9015

                       TAX IDENT. OR SOC. SEC. NO.


<PAGE>



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall be  construed  as  though  they  were  written  out in full,
according to the applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFTS/TRANSFERS MIN ACT - Custodian
                                                                   _____________
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right 
          of survivorship                under Uniform Gifts/Transfers to Minors
          and not as tenants in common   Act _______
                                             (State)

                 Additionalabbreviations may also be used though
                             not in the above list.

For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________

______________________________

__________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


__________________________________________________________________________

__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably 
constitute and appoint



______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full 
power of substitution in the premises

Dated, ___________________


                                         __________________________________
                                                                     Owner

                                         __________________________________
                                          Signature of Co-Owner, if any

IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)


Signature(s) guaranteed by:



___________________________________
Name of Institution



___________________________________
Authorized Signature
(Guarantee stamp must be included)


<PAGE>



               NOTICE THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS  WRITTEN  UPON  THE  FACE  OF THE  CERTIFICATE  IN  EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

               THIS  SIGNATURE(S)  MUST BE GUARANTEED  BY AN ELIGIBLE  GUARANTOR
               INSTITUTION  WHO  MEETS  THE  STANDARDS  AND  PROCEDURES  OF  THE
               TRANSFER AGENT.



<PAGE>



                                CLASS C SHARES OF
                             IDEX BALANCED PORTFOLIO
                              A series of shares of
                                IDEX 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
Balanced  Portfolio,  a series of shares (the  "Series")  of IDEX 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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX BALANCED PORTFOLIO
A SERIES OF IDEX SERIES FUND                         SHARES

NUMBER IM

ACCOUNT NO.    ALPHA CODE            DEALER NO.             CONFIRM NO.

TRADE DATE     CONFIRM DATE          BATCH ID. NO.

                   CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING.  PLEASE PRINT THE CORRECT INFORMATION BELOW, AND  RETURN TO:
                       IDEX INVESTOR SERVICES, INC.
                       P.O. BOX 9015
                       CLEARWATER, FL 34618-9015

                       TAX IDENT. OR SOC. SEC. NO.


<PAGE>



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall be  construed  as  though  they  were  written  out in full,
according to the applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFTS/TRANSFERS MIN ACT - Custodian
                                                                   _____________
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right 
          of survivorship                under Uniform Gifts/Transfers to Minors
          and not as tenants in common   Act _______
                                             (State)

                 Additionalabbreviations may also be used though
                             not in the above list.

For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________

______________________________

__________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


__________________________________________________________________________

__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably 
constitute and appoint



______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full 
power of substitution in the premises

Dated, ___________________


                                         __________________________________
                                                                     Owner

                                         __________________________________
                                          Signature of Co-Owner, if any

IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)


Signature(s) guaranteed by:



___________________________________
Name of Institution



___________________________________
Authorized Signature
(Guarantee stamp must be included)


<PAGE>



               NOTICE THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS  WRITTEN  UPON  THE  FACE  OF THE  CERTIFICATE  IN  EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

               THIS  SIGNATURE(S)  MUST BE GUARANTEED  BY AN ELIGIBLE  GUARANTOR
               INSTITUTION  WHO  MEETS  THE  STANDARDS  AND  PROCEDURES  OF  THE
               TRANSFER AGENT.




                                CLASS A SHARES OF
                         IDEX FLEXIBLE INCOME PORTFOLIO
                              A series of shares of
                                IDEX 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
Flexible  Income  Portfolio,  a series of shares (the  "Series")  of IDEX 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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX FLEXIBLE INCOME PORTFOLIO
A SERIES OF IDEX 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 FLEXIBLE INCOME PORTFOLIO
                              A series of shares of
                                IDEX 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
Flexible  Income  Portfolio,  a series of shares (the  "Series")  of IDEX 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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX FLEXIBLE INCOME PORTFOLIO
A SERIES OF IDEX SERIES FUND                         SHARES

NUMBER IM

ACCOUNT NO.    ALPHA CODE            DEALER NO.             CONFIRM NO.

TRADE DATE     CONFIRM DATE          BATCH ID. NO.

                   CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING.  PLEASE PRINT THE CORRECT INFORMATION BELOW, AND  RETURN TO:
                       IDEX INVESTOR SERVICES, INC.
                       P.O. BOX 9015
                       CLEARWATER, FL 34618-9015

                       TAX IDENT. OR SOC. SEC. NO.


<PAGE>



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall be  construed  as  though  they  were  written  out in full,
according to the applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFTS/TRANSFERS MIN ACT - Custodian
                                                                   _____________
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right 
          of survivorship                under Uniform Gifts/Transfers to Minors
          and not as tenants in common   Act _______
                                             (State)

                 Additionalabbreviations may also be used though
                             not in the above list.

For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________

______________________________

__________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


__________________________________________________________________________

__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably 
constitute and appoint



______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full 
power of substitution in the premises

Dated, ___________________


                                         __________________________________
                                                                     Owner

                                         __________________________________
                                          Signature of Co-Owner, if any

IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)


Signature(s) guaranteed by:



___________________________________
Name of Institution



___________________________________
Authorized Signature
(Guarantee stamp must be included)


<PAGE>



               NOTICE THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS  WRITTEN  UPON  THE  FACE  OF THE  CERTIFICATE  IN  EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

               THIS  SIGNATURE(S)  MUST BE GUARANTEED  BY AN ELIGIBLE  GUARANTOR
               INSTITUTION  WHO  MEETS  THE  STANDARDS  AND  PROCEDURES  OF  THE
               TRANSFER AGENT.



<PAGE>



                                CLASS C SHARES OF
                         IDEX FLEXIBLE INCOME PORTFOLIO
                              A series of shares of
                                IDEX 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
Flexible  Income  Portfolio,  a series of shares (the  "Series")  of IDEX 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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX FLEXIBLE INCOME PORTFOLIO
A SERIES OF IDEX SERIES FUND                         SHARES

NUMBER IM

ACCOUNT NO.    ALPHA CODE            DEALER NO.             CONFIRM NO.

TRADE DATE     CONFIRM DATE          BATCH ID. NO.

                   CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING.  PLEASE PRINT THE CORRECT INFORMATION BELOW, AND  RETURN TO:
                       IDEX INVESTOR SERVICES, INC.
                       P.O. BOX 9015
                       CLEARWATER, FL 34618-9015

                       TAX IDENT. OR SOC. SEC. NO.


<PAGE>



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall be  construed  as  though  they  were  written  out in full,
according to the applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFTS/TRANSFERS MIN ACT - Custodian
                                                                   _____________
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right 
          of survivorship                under Uniform Gifts/Transfers to Minors
          and not as tenants in common   Act _______
                                             (State)

                 Additionalabbreviations may also be used though
                             not in the above list.

For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________

______________________________

__________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


__________________________________________________________________________

__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably 
constitute and appoint



______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full 
power of substitution in the premises

Dated, ___________________


                                         __________________________________
                                                                     Owner

                                         __________________________________
                                          Signature of Co-Owner, if any

IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)


Signature(s) guaranteed by:



___________________________________
Name of Institution



___________________________________
Authorized Signature
(Guarantee stamp must be included)


<PAGE>



               NOTICE THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS  WRITTEN  UPON  THE  FACE  OF THE  CERTIFICATE  IN  EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

               THIS  SIGNATURE(S)  MUST BE GUARANTEED  BY AN ELIGIBLE  GUARANTOR
               INSTITUTION  WHO  MEETS  THE  STANDARDS  AND  PROCEDURES  OF  THE
               TRANSFER AGENT.




                                CLASS A SHARES OF
                           IDEX INCOME PLUS PORTFOLIO
                              A series of shares of
                                IDEX 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 Income
Plus  Portfolio,  a series of shares  (the  "Series")  of IDEX  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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX INCOME PLUS PORTFOLIO
A SERIES OF IDEX 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 INCOME PLUS PORTFOLIO
                              A series of shares of
                                IDEX 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 Income
Plus  Portfolio,  a series of shares  (the  "Series")  of IDEX  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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX INCOME PLUS PORTFOLIO
A SERIES OF IDEX SERIES FUND                         SHARES

NUMBER IM

ACCOUNT NO.    ALPHA CODE            DEALER NO.             CONFIRM NO.

TRADE DATE     CONFIRM DATE          BATCH ID. NO.

                   CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING.  PLEASE PRINT THE CORRECT INFORMATION BELOW, AND  RETURN TO:
                       IDEX INVESTOR SERVICES, INC.
                       P.O. BOX 9015
                       CLEARWATER, FL 34618-9015

                       TAX IDENT. OR SOC. SEC. NO.


<PAGE>



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall be  construed  as  though  they  were  written  out in full,
according to the applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFTS/TRANSFERS MIN ACT - Custodian
                                                                   _____________
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right 
          of survivorship                under Uniform Gifts/Transfers to Minors
          and not as tenants in common   Act _______
                                             (State)

                 Additionalabbreviations may also be used though
                             not in the above list.

For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________

______________________________

__________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


__________________________________________________________________________

__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably 
constitute and appoint



______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full 
power of substitution in the premises

Dated, ___________________


                                         __________________________________
                                                                     Owner

                                         __________________________________
                                          Signature of Co-Owner, if any

IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)


Signature(s) guaranteed by:



___________________________________
Name of Institution



___________________________________
Authorized Signature
(Guarantee stamp must be included)


<PAGE>



               NOTICE THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS  WRITTEN  UPON  THE  FACE  OF THE  CERTIFICATE  IN  EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

               THIS  SIGNATURE(S)  MUST BE GUARANTEED  BY AN ELIGIBLE  GUARANTOR
               INSTITUTION  WHO  MEETS  THE  STANDARDS  AND  PROCEDURES  OF  THE
               TRANSFER AGENT.



<PAGE>



                                CLASS C SHARES OF
                           IDEX INCOME PLUS PORTFOLIO
                              A series of shares of
                                IDEX 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 Income
Plus  Portfolio,  a series of shares  (the  "Series")  of IDEX  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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX INCOME PLUS PORTFOLIO
A SERIES OF IDEX SERIES FUND                         SHARES

NUMBER IM

ACCOUNT NO.    ALPHA CODE            DEALER NO.             CONFIRM NO.

TRADE DATE     CONFIRM DATE          BATCH ID. NO.

                   CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING.  PLEASE PRINT THE CORRECT INFORMATION BELOW, AND  RETURN TO:
                       IDEX INVESTOR SERVICES, INC.
                       P.O. BOX 9015
                       CLEARWATER, FL 34618-9015

                       TAX IDENT. OR SOC. SEC. NO.


<PAGE>



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall be  construed  as  though  they  were  written  out in full,
according to the applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFTS/TRANSFERS MIN ACT - Custodian
                                                                   _____________
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right 
          of survivorship                under Uniform Gifts/Transfers to Minors
          and not as tenants in common   Act _______
                                             (State)

                 Additionalabbreviations may also be used though
                             not in the above list.

For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________

______________________________

__________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


__________________________________________________________________________

__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably 
constitute and appoint



______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full 
power of substitution in the premises

Dated, ___________________


                                         __________________________________
                                                                     Owner

                                         __________________________________
                                          Signature of Co-Owner, if any

IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)


Signature(s) guaranteed by:



___________________________________
Name of Institution



___________________________________
Authorized Signature
(Guarantee stamp must be included)


<PAGE>



               NOTICE THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS  WRITTEN  UPON  THE  FACE  OF THE  CERTIFICATE  IN  EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

               THIS  SIGNATURE(S)  MUST BE GUARANTEED  BY AN ELIGIBLE  GUARANTOR
               INSTITUTION  WHO  MEETS  THE  STANDARDS  AND  PROCEDURES  OF  THE
               TRANSFER AGENT.




                                CLASS A SHARES OF
                            IDEX TAX-EXEMPT PORTFOLIO
                              A series of shares of
                                IDEX 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
Tax-Exempt  Portfolio,  a series of shares (the "Series") of IDEX 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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX TAX-EXEMPT PORTFOLIO
A SERIES OF IDEX 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 TAX-EXEMPT PORTFOLIO
                              A series of shares of
                                IDEX 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
Tax-Exempt  Portfolio,  a series of shares (the "Series") of IDEX 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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX TAX-EXEMPT PORTFOLIO
A SERIES OF IDEX SERIES FUND                         SHARES

NUMBER IM

ACCOUNT NO.    ALPHA CODE            DEALER NO.             CONFIRM NO.

TRADE DATE     CONFIRM DATE          BATCH ID. NO.

                   CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING.  PLEASE PRINT THE CORRECT INFORMATION BELOW, AND  RETURN TO:
                       IDEX INVESTOR SERVICES, INC.
                       P.O. BOX 9015
                       CLEARWATER, FL 34618-9015

                       TAX IDENT. OR SOC. SEC. NO.


<PAGE>



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall be  construed  as  though  they  were  written  out in full,
according to the applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFTS/TRANSFERS MIN ACT - Custodian
                                                                   _____________
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right 
          of survivorship                under Uniform Gifts/Transfers to Minors
          and not as tenants in common   Act _______
                                             (State)

                 Additionalabbreviations may also be used though
                             not in the above list.

For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________

______________________________

__________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


__________________________________________________________________________

__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably 
constitute and appoint



______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full 
power of substitution in the premises

Dated, ___________________


                                         __________________________________
                                                                     Owner

                                         __________________________________
                                          Signature of Co-Owner, if any

IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)


Signature(s) guaranteed by:



___________________________________
Name of Institution



___________________________________
Authorized Signature
(Guarantee stamp must be included)


<PAGE>



               NOTICE THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE
               NAME AS  WRITTEN  UPON  THE  FACE  OF THE  CERTIFICATE  IN  EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

               THIS  SIGNATURE(S)  MUST BE GUARANTEED  BY AN ELIGIBLE  GUARANTOR
               INSTITUTION  WHO  MEETS  THE  STANDARDS  AND  PROCEDURES  OF  THE
               TRANSFER AGENT.



<PAGE>



                                CLASS C SHARES OF
                            IDEX TAX-EXEMPT PORTFOLIO
                              A series of shares of
                                IDEX 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
Tax-Exempt  Portfolio,  a series of shares (the "Series") of IDEX 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
Dated                             TRANSFER AGENT
/S/Thomas R. Moriarty             BY
Treasurer                         --------------------------------------------
/S/G. John Hurley                 AUTHORIZED SIGNATURE
President

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX TAX-EXEMPT PORTFOLIO
A SERIES OF IDEX 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.




                           DEFERRED COMPENSATION PLAN
                                       FOR
                          TRUSTEES OF IDEX SERIES FUND
                                     AND FOR
                       DIRECTORS OF WRL SERIES FUND, INC.


                                    Article I
                               Purpose & Authority

     1.1 Purpose. The purpose of the Plan is to offer Trustees and Directors the
opportunity  to defer  receipt of a portion of their fees from the Funds,  under
terms advantageous both to the Trustees and Directors and to the Funds.

     1.2 Effective Date. The Plan is effective as of January 1, 1996.

     1.3  Authority.  Any decision  made or action taken by the Funds and any of
its officers or employees  involved in the  administration  of this Plan, or any
member of the Committee,  arising out of or in connection with the construction,
administration,  interpretation  and  effect  of the Plan  shall be  within  the
absolute  discretion  of all and each of them,  as the case may be,  and will be
conclusive and binding on all parties. No officer or employee of the Funds shall
be liable for any act or action hereunder, whether of omission or commission, by
any other member or employee or by any agent to whom duties in  connection  with
the  administration  of the Plan have been delegated or, except in circumstances
involving the member's or employee's bad faith,  for anything done or omitted to
be done by himself or herself.

                                   Article II
                                   Definitions

     2.1  "Account"  means,  for  any   Participant,   the  memorandum   account
established for the Participant under Section 4.1.

     2.2  "Account  Balance"  means,  for any  Participant  as of any date,  the
aggregate amount reflected in his or her Account.

     2.3 "Beneficiary"  means the person or persons designated from time to time
in writing by a Participant  to receive  payments under the Plan after the death
of such  Participant or, in the absence of such designation or in the event that
such designated person or persons predeceases the Participant, the Participant's
estate.

     2.4 "Committee"  means the committee  established by the Boards of Trustees
and the Board of Directors (as applicable) of the Funds to administer the Plan.

     2.5 "Deferral Election" means an election by a Trustee or Director to defer
a portion  of his or her fees from the Funds  under the Plan,  as  described  in
Section 3.1.

     2.6 "Director" means a member of the Board of Directors of WRL Series Fund,
Inc.

     2.7 "Fund" means IDEX Series Fund or WRL Series Fund, Inc.

     2.8  "Participant"  means a Trustee  or  Director  or a former  Trustee  or
Director  who  has  made  a  Deferral  Election  and  who  has  not  received  a
distribution of his or her entire Account Balance.

     2.9 "Plan" means the Deferred Compensation Plan for Trustees of IDEX Series
Fund and for Directors of WRL Series Fund, Inc.

                                        1

<PAGE>



     2.10  "Revised  Election"  means  an  election  made by a  Participant,  in
accordance  with Section  5.2, to change the date as of which  payment of his or
her Account  Balance is to commence  and/or the form in which such payment is to
be made.

     2.11 "Trustee" means a member of the Board of Trustees of IDEX Series Fund,
including a trustee  emeritus.  2.12 "Valuation  Date" means each March 31, June
30,  September 30, December 31, and such other dates as may be determined by the
Committee. Article III Deferral of Compensation

     3.1 Deferral Election.

          (a) During any  calendar  year,  each  individual  who is a Trustee or
     Director  for such  calendar  year may, by properly  completing  a Deferral
     Election,  elect  to  defer  all or a  portion  of the  fees  that,  absent
     deferral, would be paid to him or her for services rendered during the next
     following calendar year.

          (b) To be  effective,  a Deferral  Election must be made in writing by
     the Trustee or Director on a form  furnished by the  Committee on or before
     the September 30 preceding the calendar year during which the amounts to be
     deferred,  absent  deferral,  would  be paid to the  Trustee  or  Director;
     provided,  however,  that an  individual  who becomes a Trustee or Director
     after the effective date of the Plan (as set forth in Section 1.2) may make
     a Deferral  Election with respect to fees that,  absent deferral,  would be
     paid to him or her during the remainder of the calendar year in which he or
     she becomes a Trustee or Director by filing the required  written  election
     with the  Committee on or before the date that is 30 days after the date on
     which he or she becomes a Trustee or Director.

          (c)  Notwithstanding  any  provision  of the Plan to the  contrary,  a
     Trustee or Director may make a Deferral Election with respect to fees that,
     absent deferral, would be paid to him or her in 1996 by filing the required
     written election with the Committee on or before January 30, 1996.

          (d) Once  made,  a  Deferral  Election  shall  become  effective  upon
     approval by the  Committee  and is  thereafter  irrevocable,  except to the
     extent  otherwise  provided  in Section  5.2. A Deferral  Election  will be
     deemed to have been approved by the Committee if it is not  disapproved  by
     the Committee within ten days of the date on which it is received.

          (e) A Deferral  Election filed by a Trustee or a Director must specify
     either a  percentage  or a certain  dollar  amount of his or her fees to be
     deferred  under the Plan. In addition,  the Deferral  Election must specify
     the  date on which  payment  of the  Trustee's  or the  Director's  Account
     Balance is to commence and the manner in which such payment is to be made.

               (1) The  Trustee or  Director  must  specify the date as of which
          payment of his or her Account  Balance is to commence  and may specify
          that such payment is to commence as of:

                    (A) the  termination  of his or her  status as a Trustee  or
               Director; or

                                        2

<PAGE>



                    (B) a specific date (which may be determined by reference to
               the  termination  of his or her status as a Trustee or  Director)
               that is at least five years  after the date on which the  amounts
               to be deferred,  absent deferral, would be paid to the Trustee or
               Director.

               (2) The  Trustee or  Director  must  specify  the manner in which
          payment of his or her  Account  Balance is to be made and may  specify
          that such  payment is to be made either in a single sum or in a number
          of quarterly installments (not to exceed 40).

          (f) Deferrals of a Trustee's or a Director's fees shall be credited to
     the Plan ratably throughout the year (or, where applicable,  the portion of
     the year) to which the Deferral Election applies.

          (g) Unless the Deferral Election form specifically provides otherwise,
     a Deferral  Election  shall expire as of the last day of the calendar  year
     that includes the first day on which any amount, absent deferral,  would be
     paid to the Trustee or Director.

                                   Article IV
                          Treatment of Deferred Amounts

     4.1 Memorandum Account. The Funds shall establish on their books an Account
for each Participant.  Amounts deferred by a Participant  pursuant to a Deferral
Election shall be credited to the Participant's Account on the date on which the
deferred amounts, absent deferral,  would have been paid to the Participant.  In
addition,  as  of  each  Valuation  Date,   incremental  amounts  determined  in
accordance  with  Section 4.2 will be credited or debited to each  Participant's
Account. Any payments made to or on behalf of the Participant and for his or her
Beneficiary shall be debited from the Account.  No assets shall be segregated or
earmarked in respect to any Account and no Participant or Beneficiary shall have
any right to assign, transfer,  pledge or hypothecate his or her interest or any
portion  thereof in his or her Account.  The Plan and the  crediting of Accounts
hereunder  shall not constitute a trust or a funded  arrangement of any sort and
shall be merely for the purpose of recording an unsecured contractual obligation
of the Fund.

     4.2 Hypothetical Investment Designation.

          (a) Subject to the  provisions  of this Section  4.2, a  Participant's
     Account shall be credited or debited with amounts equal to the amounts that
     would be earned or lost with respect to the  Participant's  Account Balance
     if amounts equal to that Account Balance were actually invested in A Shares
     of the IDEX  Series Fund in the manner  specified  by the  Participant.  In
     determining  the  number of such  shares by which a  Participant's  Account
     Balance will be determined  as of any date, no front-end  sales charge will
     be applied.

          (b) Each  Participant  shall elect, in 10 percent  increments,  one or
     more of the portfolios available under the IDEX Series Fund to be used as a
     measure of the hypothetical  investment  performance of his or her Account.
     Any such election  shall  continue in effect until modified by a subsequent
     election.  A  Participant  may  modify his or her  hypothetical  investment
     designations in accordance with rules prescribed by the Committee.

          (c) Any  investment  designation  made  under  this  Section  shall be
     hypothetical  only. No Fund shall be obligated to invest any amounts in the
     portfolios selected by a Participant,  but will merely maintain bookkeeping
     entries to reflect the hypothetical earnings or losses that would have been
     credited to or debited  from the  Participant's  Account if in fact amounts
     had been invested in the selected portfolios.

                                        3

<PAGE>



          (d)  Notwithstanding  the  foregoing,  until such time as an exemptive
     order is granted  with  respect to the Plan by the  Division of  Investment
     Management of the Securities and Exchange  Commission  which has the effect
     of permitting  hypothetical  investment  performance  to be measured by the
     performance  of a Fund or  Funds,  each  Account  shall be  deemed  to earn
     interest at an annual rate,  effective on each January 1, determined by the
     Committee;  provided,  however, that if the Committee does not select a new
     interest rate on or prior to any  subsequent  January 1, the rate in effect
     prior to such date shall remain in effect until a new rate is determined by
     the Committee. The initial interest rate shall be six percent.

                                    Article V
                           Payment of Deferred Amounts

     5.1 Form and Time of  Payment.  The  benefits to which a  Participant  or a
Beneficiary may be entitled under the Plan shall be paid in accordance with this
Section 5.1.

          (a) All payments under the Plan shall be made in cash.

          (b)  Except as  otherwise  provided  in Section  5.2 or  Section  5.3,
     payment  of a  Participant's  Account  Balance  shall  commence  as of  the
     Valuation  Date  next  following  the  date  or  dates   specified  in  the
     Participant's  Deferral  Election or  Elections or (where  applicable)  the
     Participant's Revised Election or Elections;  provided, however, that where
     the Participant's  Deferral Election or Elections or (where applicable) the
     Participant's  Revised  Election or Elections  specify that  payments  with
     respect  to a  Participant's  Account  Balance  are  to  commence  as  of a
     specified  date or  specified  dates not  determined  by  reference  to the
     termination  of the  Participant's  status as a Trustee or Director and the
     Participant's  status  as such  terminates  prior  to such  date or  dates,
     payment  of the  portion  of the  Participant's  Account  Balance  that was
     deferred to such date or dates shall commence as of the Valuation Date next
     following  the  termination  of the  Participant's  status as a Trustee  or
     Director.

          (c) All payments  shall be made in the form or forms  specified in the
     Participant's  Deferral  Election or  Elections or (where  applicable)  the
     Participant's Revised Election or Elections.

          (d) To the extent a Participant  has not specified the form or time of
     payment of his or her Account Balance, payment will be made in a single sum
     as soon as administratively  practicable,  but in any event within 90 days,
     after  the  first   Valuation  Date   following  the   termination  of  the
     Participant's status as a Trustee or a Director.

          (e) Notwithstanding any election made by a Participant, any portion of
     a  Participant's  Account Balance that has not been paid to the Participant
     as of the  date of his or her  death  shall  be  paid to the  Participant's
     Beneficiary in the form elected by the Participant. If the Participant dies
     after  payments of his or her Account  Balance  have begun,  payments  will
     continue as if the Participant had not died. If the Participant dies before
     payments have commenced, payments will commence as soon as administratively
     practicable,  after  the  Valuation  Date  following  the date on which the
     Committee receives notification of the Participant's death.

     5.2 Revised Election.

          (a) Pursuant to a Revised Election, a Participant may specify:

               (1)  a  date  for  the   commencement   of  the  payment  of  the
          Participant's  Account Balance that is after the date specified in the
          Participant's Deferral Election; and/or

                                        4

<PAGE>



               (2) a  form  of  payment  that  calls  for a  greater  number  of
          installment payments than that specified in the Participant's Deferral
          Election,  or a  number  of  annual  installment  payments  where  the
          Participant  specified  a single sum  payment  in his or her  Deferral
          Election.

          (b) If a  Participant  has made a Revised  Election  with  respect  to
     amounts  the  payment of which has been  deferred  to a certain  date,  the
     Participant may not thereafter  make another Revised  Election with respect
     to  amounts  the  payment of which,  as of the date on which  such  Revised
     Election is made and before giving effect to the Revised Election, has been
     deferred to the same date.

          (c) To be effective, a Revised Election must be:

               (1) made in writing by the  Participant  on a form  furnished for
          such purpose by the Committee;

               (2)  submitted to the Committee on or before the date that is one
          year  and  one day  before  the  date  on  which  the  portion  of the
          Participant's  Account  Balance  that is the  subject  of the  Revised
          Election would, absent the Revised Election, first become payable; and

               (3) approved by the Committee.  A Revised Election will be deemed
          to have been approved by the Committee if it is not disapproved by the
          Committee within ten days of the date on which it is received.

     5.3 Payments in the Event of Financial Hardship.

          (a) Notwithstanding any other provision of the Plan to the contrary, a
     Participant  may receive  payment of all or a portion of his or her Account
     Balance as soon as administratively  practicable  following the approval by
     the Committee of a written  application for such payment which demonstrates
     that the Participant has incurred a severe  financial  hardship as a result
     of an unanticipated  emergency  beyond the control of the Participant.  The
     amount of any payment made pursuant to this Section 5.3 shall be limited to
     the amount  necessary to meet the financial  hardship  (including any taxes
     that Participant will be required to pay as a result of the payment).

          (b) Where a  Participant  receives  a payment  of less than his or her
     entire Account Balance  pursuant to Subsection  5.3(a),  the portion of the
     Participant's  Account Balance to which each  hypothetical  investment Fund
     designation  is  applied  shall  be  reduced  proportionately  so that  the
     investment Fund designations apply to the Participant's  Account Balance in
     the same percentages immediately before and immediately after the payment.

     5.4 Acceleration of Payment.

          (a) Notwithstanding any provision of the Plan to the contrary,  in the
     event the Committee determines that any portion of a Participant's  Account
     Balance is the subject of a final  determination  by the  Internal  Revenue
     Service  that such  portion  is  includible  in the  Participant's  taxable
     income,  the  Participant's  Account  Balance shall be  distributed  to the
     extent it is so  includible.  All income  taxes and  related  interest  and
     penalties  associated with credits to or distributions from a Participant's
     Account shall be borne by the Participant.

          (b)  Notwithstanding any other provision of this Plan to the contrary,
     the portion of any Account Balances attributable to fees earned from a Fund
     shall be paid to all or any group of  similarly  situated  Participants  or
     Beneficiaries, whether before or after the termination of the Participants'
     status as Trustees  or  Directors,  upon the  dissolution,  liquidation  or
     winding  up  of  such  Fund,  whether  voluntary  or  involuntary,  or  the
     disposition  of all or  substantially  all of the Fund's assets (unless the
     Fund's  obligations  under  the Plan  have been  assumed  by a  financially
     responsible party purchasing such

                                        5

<PAGE>



     assets) or upon the merger or  consolidation  of the Fund (unless  prior to
     the merger or  consolidation  the Fund's  Board of  Trustees  or  Directors
     determines  that the  deferrals  under the Plan shall survive the merger or
     consolidation).

                                   Article VI
                                  Miscellaneous

     6.1 Amendment.  The Committee may modify or amend, in whole or in part, any
of or all the  provisions  of the Plan,  or suspend or  terminate  it  entirely;
provided,  however,  that  any  such  modification,   amendment,  suspension  or
termination may not,  without the  Participant's  consent,  adversely affect any
deferred  amount  credited to him or her for any period  prior to the  effective
date of such modification,  amendment, suspension or termination. The Plan shall
remain in effect until terminated pursuant to this provision.

     6.2  Administration.  The  Committee  shall  have  the  sole  authority  to
interpret the Plan and in its discretion to establish and modify  administrative
rules for the Plan.  All expenses and costs in connection  with the operation of
this Plan  shall be borne by the  Corporation.  The  Corporation  shall have the
right to deduct from any payment to be made  pursuant to this Plan any  federal,
state or local taxes required by law to be withheld, and any associated interest
and/or penalties.

     6.3 Governing Law. The Plan shall be construed and its provisions  enforced
and administered in accordance with the laws of the state of Florida,  except as
such laws may be superseded by the federal law.


                                        6

<PAGE>



                           DEFERRED COMPENSATION PLAN
                                       FOR
                          TRUSTEES OF IDEX SERIES FUND
                                     AND FOR
                   DIRECTORS OF WRL SERIES FUND, INC. ("PLAN")
                                      1998
                             DEFERRAL ELECTION FORM

I.   DEFERRAL OF FEES

I wish to defer the payment of the Trustee's fees or Director's  fees that would
be payable to me during  calendar year 1998.  Specifically,  beginning  with any
fees that are payable to me as of January 1, 1998, I wish to defer (choose one):

     ______ _____ percent of these fees.


     ------ $-----.

II.  TIME OF DISTRIBUTION

I wish to receive the amounts deferred  pursuant to Part I above beginning as of
(check one):

     ______ my retirement or other termination of active employment.

     ______ (a) the  earlier of my  retirement  or other  termination  of active
     employment or

     (b)________________, ______ (enter a date which is at least five years from
     the date on which the first deferral is to be made).

III. FORM OF DISTRIBUTION

I wish to receive  payment of the  amounts  deferred  pursuant to Part I (choose
one):

     ______ as a lump sum.

     ______ in ______ (enter a number not to exceed 40) quarterly installments.

IV.  HYPOTHETICAL INVESTMENT DESIGNATION

I wish to have the hypothetical  investment  designations applied to the amounts
deferred pursuant to Part I above in the following percentages:

     ______% 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


NOTE:Hypothetical  Investment  Designations must be selected in percentages that
are multiples of ten percent and that add up to 100 percent.

                                        7

<PAGE>


V.   BENEFICIARY DESIGNATION: I hereby designate the following beneficiary:

Primary Beneficiary:
Name:
Address:

Social Security No.:
Relationship:

Contingent Beneficiary:
Name:
Address:

Social Security No.:
Relationship:

I  understand  that my  elections  set  forth in Parts I, II and III  above  are
generally irrevocable. I may, however, change my elections set forth in Parts IV
and V above in accordance with the procedures set forth in the Plan.


                                                 -------------------------------
                                                 Name

                                                 -------------------------------
                                                 Signature

                                                 -------------------------------
                                                 Date



Return to:

  Tom Moriarty, Senior Vice President
  IDEX Series Fund
  P.O. Box 9015
  Clearwater, FL  34618-9771

By:  September 30, 1997


                                        8

<PAGE>

                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that  the  undersigned  hereby  makes,
constitutes  and appoints THOMAS E. PIERPAN and G. JOHN HURLEY and each of them,
severally, his true and lawful attorneys and agents in his name, place and stead
and on his behalf (a) to sign and cause to be filed  registration  statements of
IDEX Series Fund under the Securities Act of 1933 and the Investment Company Act
of 1940, and all amendments, consents and exhibits thereto; (b) to withdraw such
statements or any amendments or exhibits and make requests for  acceleration  in
connection therewith; (c) to take all other action of whatever kind or nature in
connection  with such  registration  statements  which said  attorneys  may deem
advisable; and (d) to make, file, execute, amend and withdraw documents of every
kind, and to take other action of whatever kind they may elect,  for the purpose
of complying  with the laws of any state  relating to the sale of  securities of
IDEX Series Fund,  hereby  ratifying and  confirming  all actions of any of said
attorneys  thereunder.  Said  attorneys  may act jointly or  severally,  and the
action of one shall  bind the  undersigned  as fully as if two or more had acted
together.

DATED this day, December 8, 1997


/S/
John R. Kenney


















<PAGE>


                               POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that  the  undersigned  hereby  makes,
constitutes  and appoints THOMAS E. PIERPAN and G. JOHN HURLEY and each of them,
severally, his true and lawful attorneys and agents in his name, place and stead
and on his behalf (a) to sign and cause to be filed  registration  statements of
IDEX Series Fund under the Securities Act of 1933 and the Investment Company Act
of 1940, and all amendments, consents and exhibits thereto; (b) to withdraw such
statements or any amendments or exhibits and make requests for  acceleration  in
connection therewith; (c) to take all other action of whatever kind or nature in
connection  with such  registration  statements  which said  attorneys  may deem
advisable; and (d) to make, file, execute, amend and withdraw documents of every
kind, and to take other action of whatever kind they may elect,  for the purpose
of complying  with the laws of any state  relating to the sale of  securities of
IDEX Series Fund,  hereby  ratifying and  confirming  all actions of any of said
attorneys  thereunder.  Said  attorneys  may act jointly or  severally,  and the
action of one shall  bind the  undersigned  as fully as if two or more had acted
together.

DATED this day, December 8, 1997


/S/
James L. Churchill












<PAGE>





                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that  the  undersigned  hereby  makes,
constitutes  and appoints THOMAS E. PIERPAN and G. JOHN HURLEY and each of them,
severally, his true and lawful attorneys and agents in his name, place and stead
and on his behalf (a) to sign and cause to be filed  registration  statements of
IDEX Series Fund under the Securities Act of 1933 and the Investment Company Act
of 1940, and all amendments, consents and exhibits thereto; (b) to withdraw such
statements or any amendments or exhibits and make requests for  acceleration  in
connection therewith; (c) to take all other action of whatever kind or nature in
connection  with such  registration  statements  which said  attorneys  may deem
advisable; and (d) to make, file, execute, amend and withdraw documents of every
kind, and to take other action of whatever kind they may elect,  for the purpose
of complying  with the laws of any state  relating to the sale of  securities of
IDEX Series Fund,  hereby  ratifying and  confirming  all actions of any of said
attorneys  thereunder.  Said  attorneys  may act jointly or  severally,  and the
action of one shall  bind the  undersigned  as fully as if two or more had acted
together.

DATED this day, December 8, 1997


/S/
William W. Short, Jr.











<PAGE>





                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that  the  undersigned  hereby  makes,
constitutes  and appoints THOMAS E. PIERPAN and G. JOHN HURLEY and each of them,
severally, his true and lawful attorneys and agents in his name, place and stead
and on his behalf (a) to sign and cause to be filed  registration  statements of
IDEX Series Fund under the Securities Act of 1933 and the Investment Company Act
of 1940, and all amendments, consents and exhibits thereto; (b) to withdraw such
statements or any amendments or exhibits and make requests for  acceleration  in
connection therewith; (c) to take all other action of whatever kind or nature in
connection  with such  registration  statements  which said  attorneys  may deem
advisable; and (d) to make, file, execute, amend and withdraw documents of every
kind, and to take other action of whatever kind they may elect,  for the purpose
of complying  with the laws of any state  relating to the sale of  securities of
IDEX Series Fund,  hereby  ratifying and  confirming  all actions of any of said
attorneys  thereunder.  Said  attorneys  may act jointly or  severally,  and the
action of one shall  bind the  undersigned  as fully as if two or more had acted
together.

DATED this day, December 8, 1997


/S/
Jack E. Zimmerman















<PAGE>





                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that  the  undersigned  hereby  makes,
constitutes  and appoints THOMAS E. PIERPAN and G. JOHN HURLEY and each of them,
severally, his true and lawful attorneys and agents in his name, place and stead
and on his behalf (a) to sign and cause to be filed  registration  statements of
IDEX Series Fund under the Securities Act of 1933 and the Investment Company Act
of 1940, and all amendments, consents and exhibits thereto; (b) to withdraw such
statements or any amendments or exhibits and make requests for  acceleration  in
connection therewith; (c) to take all other action of whatever kind or nature in
connection  with such  registration  statements  which said  attorneys  may deem
advisable; and (d) to make, file, execute, amend and withdraw documents of every
kind, and to take other action of whatever kind they may elect,  for the purpose
of complying  with the laws of any state  relating to the sale of  securities of
IDEX Series Fund,  hereby  ratifying and  confirming  all actions of any of said
attorneys  thereunder.  Said  attorneys  may act jointly or  severally,  and the
action of one shall  bind the  undersigned  as fully as if two or more had acted
together.

DATED this day, December 8, 1997


/S/
Peter R. Brown














<PAGE>





                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that  the  undersigned  hereby  makes,
constitutes  and appoints THOMAS E. PIERPAN and G. JOHN HURLEY and each of them,
severally, his true and lawful attorneys and agents in his name, place and stead
and on his behalf (a) to sign and cause to be filed  registration  statements of
IDEX Series Fund under the Securities Act of 1933 and the Investment Company Act
of 1940, and all amendments, consents and exhibits thereto; (b) to withdraw such
statements or any amendments or exhibits and make requests for  acceleration  in
connection therewith; (c) to take all other action of whatever kind or nature in
connection  with such  registration  statements  which said  attorneys  may deem
advisable; and (d) to make, file, execute, amend and withdraw documents of every
kind, and to take other action of whatever kind they may elect,  for the purpose
of complying  with the laws of any state  relating to the sale of  securities of
IDEX Series Fund,  hereby  ratifying and  confirming  all actions of any of said
attorneys  thereunder.  Said  attorneys  may act jointly or  severally,  and the
action of one shall  bind the  undersigned  as fully as if two or more had acted
together.

DATED this day, December 8, 1997


/S/
Charles C. Harris















<PAGE>




                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that  the  undersigned  hereby  makes,
constitutes  and appoints  THOMAS E. PIERPAN,  his true and lawful  attorney and
agent in his name, place and stead and on his behalf (a) to sign and cause to be
filed  registration  statements of IDEX Series Fund under the  Securities Act of
1933 and the Investment  Company Act of 1940, and all  amendments,  consents and
exhibits thereto;  (b) to withdraw such statements or any amendments or exhibits
and make  requests for  acceleration  in connection  therewith;  (c) to take all
other action of whatever  kind or nature in  connection  with such  registration
statements  which said  attorneys  may deem  advisable;  and (d) to make,  file,
execute, amend and withdraw documents of every kind, and to take other action of
whatever kind they may elect,  for the purpose of complying with the laws of any
state relating to the sale of securities of IDEX Series Fund,  hereby  ratifying
and confirming all actions of said attorney thereunder.

DATED this day, December 8, 1997


/S/
G. John Hurley













<PAGE>




                               POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that  the  undersigned  hereby  makes,
constitutes  and appoints THOMAS E. PIERPAN and G. JOHN HURLEY and each of them,
severally, his true and lawful attorneys and agents in his name, place and stead
and on his behalf (a) to sign and cause to be filed  registration  statements of
IDEX Series Fund under the Securities Act of 1933 and the Investment Company Act
of 1940, and all amendments, consents and exhibits thereto; (b) to withdraw such
statements or any amendments or exhibits and make requests for  acceleration  in
connection therewith; (c) to take all other action of whatever kind or nature in
connection  with such  registration  statements  which said  attorneys  may deem
advisable; and (d) to make, file, execute, amend and withdraw documents of every
kind, and to take other action of whatever kind they may elect,  for the purpose
of complying  with the laws of any state  relating to the sale of  securities of
IDEX Series Fund,  hereby  ratifying and  confirming  all actions of any of said
attorneys  thereunder.  Said  attorneys  may act jointly or  severally,  and the
action of one shall  bind the  undersigned  as fully as if two or more had acted
together.

DATED this day, December 8, 1997


/S/
Daniel Calabria









<PAGE>



                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that  the  undersigned  hereby  makes,
constitutes  and appoints THOMAS E. PIERPAN and G. JOHN HURLEY and each of them,
severally, his true and lawful attorneys and agents in his name, place and stead
and on his behalf (a) to sign and cause to be filed  registration  statements of
IDEX Series Fund under the Securities Act of 1933 and the Investment Company Act
of 1940, and all amendments, consents and exhibits thereto; (b) to withdraw such
statements or any amendments or exhibits and make requests for  acceleration  in
connection therewith; (c) to take all other action of whatever kind or nature in
connection  with such  registration  statements  which said  attorneys  may deem
advisable; and (d) to make, file, execute, amend and withdraw documents of every
kind, and to take other action of whatever kind they may elect,  for the purpose
of complying  with the laws of any state  relating to the sale of  securities of
IDEX Series Fund,  hereby  ratifying and  confirming  all actions of any of said
attorneys  thereunder.  Said  attorneys  may act jointly or  severally,  and the
action of one shall  bind the  undersigned  as fully as if two or more had acted
together.

DATED this day, December 8, 1997


/S/
Julian A. Lerner
<PAGE>

              Performance -- Average Annual Return since Inception
                            through October 31, 1997
                          All assuming no sales charges


Portfolio      Inception        T       ERV          P          N


Class T

Growth          06/04/85      17.14%   $7,132      $1,000      0.08




















<PAGE>


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