IDEX SERIES FUND
497, 1998-03-09
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                                IDEX SERIES FUND
                    201 Highland Avenue, Largo, FL 33770-2597
                  Customer Service: (888) 233-4339 (toll free)
                         Prospectus dated March 1, 1998
                            as Revised March 4, 1998
    


This  Prospectus is a legal document  provided to you, the investor,  which sets
forth concise information about the IDEX Series Fund (the "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.

The  investment  objectives  for each of the Flexible  Income  Portfolio and the
Income Plus Portfolio permit these Portfolios to invest a substantial portion of
their assets in certain high yield/high risk bonds, commonly referred to as junk
bonds.  Investing in junk bonds entails certain risks.  For a description of the
risks  associated with investing in junk bonds,  please read Securities in Which
the Portfolios Invest; and Additional Risk Factors.

PORTFOLIO  SHARES ARE NOT DEPOSITS OR OBLIGATIONS  OF, OR GUARANTEED OR ENDORSED
BY, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY
OTHER AGENCY.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION  ("SEC") OR ANY STATE  SECURITIES  COMMISSION,  NOR HAS THE
COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED  UPON THE  ACCURACY  OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

This  Prospectus does not constitute an offer to sell securities in any state to
any person to whom it is unlawful to make an offer in such state.




<PAGE>





                                Table of Contents

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

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

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

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

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

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

         Capital Appreciation Portfolio........................................8

         Global Portfolio.....................................................11

         Growth Portfolio.....................................................14

         C.A.S.E. Portfolio...................................................17

         Value Equity Portfolio...............................................20

         Strategic Total Return Portfolio ....................................23

         Tactical Asset Allocation Portfolio..................................26

         Balanced Portfolio...................................................29

         Flexible Income Portfolio............................................32

         Income Plus Portfolio................................................35

         Tax-Exempt Portfolio.................................................38

Performance/Total Return......................................................43

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

Securities in Which the Portfolios Invest ....................................58

How the Portfolios Invest ....................................................63

Additional Risk Factors ......................................................66

Investment Advisory and Other Services .......................................69

Distributor and Distribution and Service Plans ...............................78

Miscellaneous Information ....................................................79

Distributions and Taxes ......................................................81

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), 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.

                               Summary of Expenses

Before investing in a Portfolio of the 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 Summary for each  Portfolio
shows  the fees and  expenses  involved  in owning  shares of each  class of the
Portfolios.  The section  titled  Examples shows the fees and 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 Price  Waterhouse  LLP,  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  Portfolios  is  contained  in the  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.  The amount held by the Portfolio in money market
instruments  and  repurchase  agreements  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. ("Alger Management")


                                        2

<PAGE>

<TABLE>
<CAPTION>

                           Aggressive Growth Portfolio


e                                                    SUMMARY OF EXPENSES                                Class of Shares
                                                                                                  A           B          C
<S>                                                                                             <C>         <C>         <C> 

Shareholder Transaction Expenses
Maximum Sales Charge Imposed on Purchases (as percentage of offering price)                     5.50%       None        None
Redemption Fees (a)                                                                             None        None        None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,       None        5.00%       None
whichever is lower) (b)
Annual Operating Expenses (as a percentage of average net assets)
Management Fees                                                                                 1.00%       1.00%      1.00%
12b-1 Distribution and Service Fees                                                             0.35%       1.00%      0.90%
Other Expenses (net of expense reimbursements and/or fee waivers) (c)                           0.50%       0.50%      0.50%
                                                                                                -----       -----      -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers) (c)                 1.85%       2.50%      2.40%


Examples

The tables below show the expenses you would pay on a $1,000  investment  over a
variety of time frames,  assuming a 5% annual return.  The first example assumes
redemption at the end of each period.
<S>                                                                                 <C>        <C>         <C>        <C>
Share Class                                                                         1 Year     3 Years     5 Years    10 Years
- -----------                                                                         ------     -------     -------    --------
A                                                                                      $73        $110        $150        $260
B                                                                                      $75        $108        $143        $267
C                                                                                      $24         $75        $128        $274
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                         1 Year     3 Years     5 Years    10 Years
- -----------                                                                         ------     -------     -------    --------
A                                                                                      $73        $110        $150        $260
B                                                                                      $25         $78        $133        $267
C                                                                                      $24         $75        $128        $274
- -------------------------------
</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 6 to the Notes to Financial Highlights for further discussion
of expenses. The Other Expenses before  reimbursement/waiver were 1.09% for each
class of shares.  The Total Expenses  before  reimbursement/waiver  for Class A,
Class B and Class C shares were 2.44%, 3.09% and 2.99%,  respectively.  Although
the  continuation  of the  expense  reimbursement  and  fee  waivers  cannot  be
guaranteed,  it is  expected  that they will remain in effect at least until the
end of the Portfolio's fiscal year, October 31, 1998.

The  purpose of the  Examples  shown in the  Summary of  Expenses is to help you
understand  the direct and indirect  expenses an investor in the  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 (2)
                                                   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>

 Class A
10/31/97               $15.70          $0.05           $3.69          $3.74          --       $(0.67)        $(0.67)       $18.77
10/31/96  (3)          $15.75        $(0.01)         $(0.04)        $(0.05)          --            --             --       $15.70
 9/30/96  (4)          $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               $15.58        $(0.02)           $3.69          $3.67          --       $(0.67)        $(0.67)       $18.58
10/31/96  (3)          $15.63        $(0.01)         $(0.04)        $(0.05)          --            --             --       $15.58
 9/30/96  (4)          $17.64        $(0.23)         $(0.76)        $(0.99)          --       $(1.02)        $(1.02)       $15.63

 Class C
10/31/97               $15.60        $(0.01)           $3.69          $3.68          --       $(0.67)        $(0.67)       $18.61
10/31/96  (3)          $15.65        $(0.01)         $(0.04)        $(0.05)          --            --             --       $15.60
 9/30/96  (4)          $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






                                                                            RATIO OF NET
                               NET ASSETS   RATIO OF EXPENSES TO AVERAGE       INCOME
                               AT END OF         NET  ASSETS (6) (7)          (LOSS) TO        PORTFOLIO       AVERAGE
YEAR OR PERIOD      TOTAL        PERIOD     EXCLUDING INCLUDING              AVERAGE NET       TURNOVER      COMMISSION
  ENDED (1)        RETURN (5)   (000'S)      CREDITS   CREDITS    GROSS       ASSETS (7)        RATE (8)      RATE (9)
<S>                 <C>         <C>           <C>      <C>        <C>          <C>             <C>             <C>
  Class A
 10/31/97            24.71%     $31,260       1.85%    1.85%      2.44%        (1.07)%         120.96%         $0.0707
 10/31/96  (3)      (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            24.47%      $4,880       2.50%    2.50%      3.09%        (1.71)%         120.96%         $0.0707
 10/31/96  (3)      (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            24.50%      $3,468       2.40%    2.40%      2.99%        (1.62)%         120.96%         $0.0707
 10/31/96  (3)      (0.32)%      $2,129       2.40%    2.40%      3.17%        (1.62)%           9.40%         $0.0662
  9/30/96           (5.22)%      $2,250       2.40%    2.40%      3.15%        (1.70)%         127.49%         $0.0715
  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,  with respect to 65% of the Portfolio's assets, the
Portfolio  will seek to be  invested  in a minimum of 50 stocks of issuers  from
approximately 15-25 countries.  The Portfolio will not be invested in issuers of
fewer than  twelve  countries  other than the U.S. at any time.  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  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,  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, 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 cash and/or  money  market  instruments
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.  

Sub-Advisers: Scottish Equitable Investment Management Limited and GE Investment
Management Incorporated ("Scottish Equitable" and "GEIM")

                                        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 (net of expense reimbursements and/or fee waivers)(c)                            0.75%       0.75%       0.75%
Total Operating Expenses (net of expense reimbursements and/or fee waivers)(c)                  -----       -----       -----
                                                                                                2.10%       2.75%       2.65%
Examples                                                                                        

The tables below show the expenses you would pay on a $1,000  investment  over a
variety of time frames,  assuming a 5% annual return.  The first example assumes
redemption at the end of each period.
<S>                                                                                  <C>        <C>          <C>        <C>
Share Class                                                                          1 Year     3 Years      5 Years    10 Years
- -----------                                                                          ------     -------      -------    --------
A                                                                                       $75        $117         $162        $285
B                                                                                       $78        $115         $155        $292
C                                                                                       $27         $82         $141        $298
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                          1 Year     3 Years      5 Years    10 Years
- -----------                                                                          ------     -------      -------    --------
A                                                                                       $75        $117         $162        $285
B                                                                                       $28         $85         $145        $292
C                                                                                       $27         $82         $141        $298

- -------------------------------
</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 6 to the Notes to Financial Highlights for further discussion
of expenses.  The percentages  reflect an increase in the total annual operating
expense  limitation  from 1.35% to 1.75%,  effective  March 1,  1998.  The Other
Expenses net of  reimbursement/waiver  were 7.58% for each class of shares.  The
Total Operating  Expenses net of  reimbursement/waiver  for Class A, Class B and
Class  C  shares  were  8.93%,  9.58%  and  9.48%,  respectively.  Although  the
continuation of the expense  reimbursement and fee waivers cannot be guaranteed,
it is  expected  that they will  remain in effect at least  until the end of the
Portfolio's fiscal year, October 31, 1998.
    

The  purpose of the  Examples  shown in the  Summary of  Expenses is to help you
understand  the direct and indirect  expenses an investor in the  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 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

                                              INVESTMENT OPERATIONS (2)
                                                   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>
 Class A
10/31/97               $10.00        $0.07           $0.50          $0.57          --           --             --         $10.57
 Class B
10/31/97               $10.00        $0.02           $0.50          $0.52          --           --             --         $10.52
 Class C
10/31/97               $10.00        $0.03           $0.50          $0.53          --           --             --         $10.53



                                                                            RATIO OF NET
                               NET ASSETS   RATIO OF EXPENSES TO AVERAGE       INCOME
                               AT END OF         NET  ASSETS (6) (7)          (LOSS) TO        PORTFOLIO       AVERAGE
YEAR OR PERIOD      TOTAL        PERIOD     EXCLUDING INCLUDING              AVERAGE NET       TURNOVER      COMMISSION
  ENDED (1)        RETURN (5)   (000'S)      CREDITS   CREDITS    GROSS       ASSETS (7)        RATE (8)      RATE (9)
<S>                 <C>         <C>           <C>      <C>        <C>          <C>             <C>             <C>
 Class A
10/31/97            5.70%       $3,076        1.70%    1.70%      8.93%          0.19%         21.85%          $0.0209
 Class B
10/31/97            5.20%         $589        2.35%    2.35%      9.58%        (0.45)%         21.85%          $0.0209
 Class C
10/31/97            5.30%         $399        2.25%    2.25%      9.48%        (0.35)%         21.85%          $0.0209


                  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
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 $213 million and $13.7 billion. The range
of the MidCap  Index is  expected to change on a regular  basis.  Subject to the
above policy, the Portfolio may also invest in smaller or larger issuers.

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

Primary Investment Practices:  The Portfolio invests in industries and stocks of
companies the sub-adviser  believes are experiencing  favorable demand for their
products and services, and which operate in a favorable competitive  environment
and regulatory  climate.  The  sub-adviser  searches  especially for stocks with
earnings  growth  potential that may not be recognized by the market.  Some fund
holdings may create incidental income.

Medium-sized  companies  may suffer more  significant  losses as well as realize
more substantial growth than larger issuers.  Investments in such companies tend
to be more  volatile  than  investments  in larger  companies,  and are somewhat
speculative.

Sub-Adviser:  Janus Capital Corporation ("Janus Capital")


                                        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)                           0.50%       0.50%       0.50%
                                                                                                -----       -----       -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers) (c)                 1.85%       2.50%       2.40%


Examples

The tables below show the expenses you would pay on a $1,000  investment  over a
variety of time frames,  assuming a 5% annual return.  The first example assumes
redemption at the end of each period.
<S>                                                                                  <C>        <C>         <C>        <C>
Share Class                                                                          1 Year     3 Years     5 Years    10 Years
- -----------                                                                          ------     -------     -------    --------
A                                                                                       $73        $110        $150        $260
B                                                                                       $75        $108        $143        $267
C                                                                                       $24         $75        $128        $274
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                          1 Year     3 Years     5 Years    10 Years
- -----------                                                                          ------     -------     -------    --------
A                                                                                       $73        $110        $150        $260
B                                                                                       $25         $78        $133        $267
C                                                                                       $24         $75        $128        $274

- -------------------------------
</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 6 to the Notes to Financial Highlights for further discussion
of expenses. The Other Expenses before  reimbursement/waiver were 1.31% for each
class of shares.  The Total Operating Expenses before  reimbursement/waiver  for
Class A, Class B and Class C shares were 2.66%,  3.31% and 3.21%,  respectively.
Although the continuation of the expense reimbursement and fee waivers cannot be
guaranteed,  it is  expected  that they will remain in effect at least until the
end of the Portfolio's fiscal year, October 31, 1998.

The  purpose of the  Examples  shown in the  Summary of  Expenses is to help you
understand  the direct and indirect  expenses an investor in the  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 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 (2)
                                                   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               $15.49          $0.04           $0.58          $0.62           --      $(0.21)        $(0.21)       $15.90
10/31/96   (3)         $15.75        $(0.02)         $(0.24)        $(0.26)           --           --             --       $15.49
9/30/96    (4)         $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               $15.42        $(0.05)           $0.58          $0.53           --      $(0.21)        $(0.21)       $15.74
10/31/96   (3)         $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               $15.43        $(0.03)           $0.58          $0.55           --      $(0.21)        $(0.21)       $15.77
10/31/96   (3)         $15.70        $(0.03)         $(0.24)        $(0.27)           --           --             --       $15.43
9/30/96    (4)         $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





                                                                            RATIO OF NET
                               NET ASSETS   RATIO OF EXPENSES TO AVERAGE       INCOME
                               AT END OF         NET  ASSETS (6) (7)          (LOSS) TO        PORTFOLIO       AVERAGE
YEAR OR PERIOD      TOTAL        PERIOD     EXCLUDING INCLUDING              AVERAGE NET       TURNOVER      COMMISSION
  ENDED (1)        RETURN (5)   (000'S)      CREDITS   CREDITS    GROSS       ASSETS (7)        RATE (8)      RATE (9)
<S>        <C>      <C>         <C>           <C>      <C>        <C>          <C>             <C>             <C>
Class A
10/31/97              4.09%     $20,605       1.85%    1.85%      2.66%        (1.27)%         130.48%         $0.0447
10/31/96   (3)      (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              3.56%      $2,866       2.50%    2.50%      3.31%        (1.92)%         130.48%         $0.0447
10/31/96   (3)      (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              3.64%      $1,751       2.40%    2.40%      3.21%        (1.82)%         130.48%         $0.0447
10/31/96   (3)      (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
                                        10
</TABLE>


                                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 market  circumstances,  the Portfolio may, however,
invest  its  assets in as few as three  countries,  or for  temporary  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



                                       11

<PAGE>

<TABLE>
<CAPTION>

                                Global Portfolio


                                                    SUMMARY OF EXPENSES                                Class of Shares
                                                                                                  A           B          C
<S>                                                                                             <C>         <C>         <C> 
Shareholder Transaction Expenses
Maximum Sales Charge Imposed on Purchases (as percentage of offering price)                     5.50%       None        None
Redemption Fees (a)                                                                             None        None        None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,       None        5.00%       None
whichever is lower) (b)
Annual Operating Expenses (as a percentage of average net assets)
Management Fees                                                                                 1.00%       1.00%       1.00%
12b-1 Distribution and Service Fees                                                             0.35%       1.00%       0.90%
Other Expenses (c)                                                                              0.56%       0.56%       0.56%
                                                                                                -----       -----       -----
Total Operating Expenses (c)                                                                    1.91%       2.56%       2.46%

     
Examples

The tables below show the expenses you would pay on a $1,000  investment  over a
variety of time frames,  assuming a 5% annual return.  The first example assumes
redemption at the end of each period.
<S>                                                                                  <C>        <C>         <C>        <C>
Share Class                                                                          1 Year     3 Years     5 Years    10 Years
- -----------                                                                          ------     -------     -------    --------
A                                                                                       $73        $112        $152        $266
B                                                                                       $76        $110        $146        $273
C                                                                                       $25         $77        $131        $280
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                          1 Year     3 Years     5 Years    10 Years
- -----------                                                                          ------     -------     -------    --------
A                                                                                       $73        $112        $152        $266
B                                                                                       $26         $80        $136        $273
C                                                                                       $25         $77        $131        $280

- -------------------------------
</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 6 to the Notes to Financial Highlights for further discussion
of expenses.

The  purpose of the  Examples  shown in the  Summary of  Expenses is to help you
understand  the direct and indirect  expenses an investor in the  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 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 (2)
                                                  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               $21.39          $0.07         $4.38            $4.45        --         $(2.10)        $(2.10)      $23.74
10/31/96   (3)         $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               $21.13        $(0.03)         $4.38            $4.35        --         $(2.10)        ($2.10)      $23.38
10/31/96   (3)         $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               $21.03        $(0.01)         $4.38            $4.37        --         $(2.10)        $(2.10)      $23.30
10/31/96   (3)         $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




                                                                            RATIO OF NET
                               NET ASSETS   RATIO OF EXPENSES TO AVERAGE       INCOME
                               AT END OF         NET  ASSETS (6) (7)          (LOSS) TO        PORTFOLIO       AVERAGE
YEAR OR PERIOD      TOTAL        PERIOD     EXCLUDING INCLUDING              AVERAGE NET       TURNOVER      COMMISSION
  ENDED (1)        RETURN (5)   (000'S)      CREDITS   CREDITS    GROSS       ASSETS (7)        RATE (8)      RATE (9)
<S>        <C>      <C>         <C>           <C>      <C>        <C>          <C>             <C>             <C>
Class A
10/31/97             22.72%     $218,681      1.91%    1.91%         --        (0.05)%          91.02%         $0.0457
10/31/96   (3)      (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             22.53%      $43,951      2.56%    2.56%         --        (1.15)%          91.02%         $0.0457
10/31/96   (3)      (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             22.72%      $27,210      2.46%    2.46%         --        (1.05)%          91.02%         $0.0457
10/31/96   (3)      (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



                                       14

<PAGE>

<TABLE>
<CAPTION>

                                Growth Portfolio
                                SUMMARY OF EXPENSES                                                  CLASS OF SHARES
                                                                                            A           B         C          T
<S>                                                                                       <C>          <C>       <C>       <C>  
Shareholder Transaction Expenses
Maximum Sales Charge Imposed on Purchases (as percentage of offering price)               5.50%         None      None     8.50%
Redemption Fees (a)                                                                        None         None      None      None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,  None        5.00%      None      None
whichever is lower) (b)
Annual Operating Expenses (as a percentage of average net assets)
Management Fees                                                                           1.00%        1.00%     1.00%     1.00%
12b-1 Distribution and Service Fees                                                       0.35%        1.00%     0.90%        --
Other Expenses (net of expense reimbursements and/or fee waivers) (c)                     0.26%        0.26%     0.26%     0.26%
                                                                                          -----        -----     -----     -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers) (c)           1.61%        2.26%     2.16%     1.26%


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                                                                                       $70        $103        $138        $236
B                                                                                       $73        $101        $131        $243
C                                                                                       $22         $68        $116        $249
T                                                                                       $97        $122        $148        $224
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                          1 Year     3 Years     5 Years    10 Years
- -----------                                                                          ------     -------     -------    --------
A                                                                                       $70        $103        $138        $236
B                                                                                       $23         $71        $121        $243
C                                                                                       $22         $68        $116        $249
T                                                                                       $97        $122        $148        $224
- -------------------------------
</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 6 to the Notes to Financial Highlights for further discussion
of expenses.

The  purpose of the  Examples  shown in the  Summary of  Expenses is to help you
understand  the direct and indirect  expenses an investor in the  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 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 (2)
                                                   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               $21.97        $(0.02)           $3.56          $3.54            --     $(0.47)        $(0.47)      $25.04
10/31/96       (3)     $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) (10)     $18.46          $0.01         $(1.22)        $(1.21)            --     $(0.47)        $(0.47)      $16.78
 9/30/93      (11)     $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      (10)     $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               $21.60        $(0.14)           $3.56          $3.42            --     $(0.47)        $(0.47)      $24.55
10/31/96       (3)     $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               $21.65        $(0.12)           $3.56          $3.44            --     $(0.47)        $(0.47)      $24.62
10/31/96       (3)     $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       (4)     $18.46        $(0.09)         $(1.22)        $(1.31)            --     $(0.47)        $(0.47)      $16.68

 Class T      (12)
10/31/97               $22.17          $0.05           $3.56          $3.61            --     $(0.47)        $(0.47)      $25.31
10/31/96       (3)     $22.41             --         $(0.24)        $(0.24)            --          --             --      $22.17
 9/30/96      (13)     $22.23             --           $0.18          $0.18            --          --             --      $22.41



                                                                            RATIO OF NET
                               NET ASSETS   RATIO OF EXPENSES TO AVERAGE       INCOME
                               AT END OF         NET  ASSETS (6) (7)          (LOSS) TO        PORTFOLIO       AVERAGE
YEAR OR PERIOD      TOTAL        PERIOD     EXCLUDING INCLUDING              AVERAGE NET       TURNOVER      COMMISSION
  ENDED (1)        RETURN (5)   (000'S)      CREDITS   CREDITS    GROSS       ASSETS (7)        RATE (8)      RATE (9)
<S>        <C>     <C>         <C>           <C>      <C>        <C>          <C>             <C>             <C>
 Class A
10/31/97             16.40%    $614,544      1.61%    1.61%      --              0.10%         91.52%         $0.0443
10/31/96    (3)     (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   (10)     (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   (10)      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             16.11%     $13,046      2.26%    2.26%      --            (0.75)%         91.52%         $0.0443
10/31/96    (3)     (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             16.19%      $14,295     2.16%    2.16%      --            (0.65)%          91.52%        $0.0443
10/31/96    (3)     (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   (12)
10/31/97             16.54%     $603,129     1.26%    1.26%      --              0.25%          91.52%        $0.0443
10/31/96    (3)     (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

                  See Notes to Financial Highlights on Page 41
</TABLE>

                                       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  Standard &
Poor's 500 Stock Index ("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.  For temporary defensive purposes,  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. ("C.A.S.E.")



                                       17

<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)                           0.50%       0.50%       0.50%
                                                                                                -----       -----       -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers) (c)                 1.85%       2.50%       2.40%


Examples

The tables below show the expenses you would pay on a $1,000  investment  over a
variety of time frames,  assuming a 5% annual return.  The first example assumes
redemption at the end of each period.
<S>                                                                                  <C>        <C>         <C>        <C>
Share Class                                                                          1 Year     3 Years     5 Years    10 Years
- -----------                                                                          ------     -------     -------    --------
A                                                                                       $73        $110        $150        $260
B                                                                                       $75        $108        $143        $267
C                                                                                       $24         $75        $128        $274
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                          1 Year     3 Years     5 Years    10 Years
- -----------                                                                          ------     -------     -------    --------
A                                                                                       $73        $110        $150        $260
B                                                                                       $25         $78        $133        $267
C                                                                                       $24         $75        $128        $274

- -------------------------------
</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 6 to the Notes to Financial Highlights for further discussion
of expenses. The Other Expenses before  reimbursement/waiver were 3.27% for each
class of shares.  The Total Operating Expenses before  reimbursement/waiver  for
Class A, Class B and Class C shares were 4.62%,  5.27% and 5.17%,  respectively.
Although the continuation of the expense reimbursement and fee waivers cannot be
guaranteed,  it is  expected  that they will remain in effect at least until the
end of the Portfolio's fiscal year, October 31, 1998.

The  purpose of the  Examples  shown in the  Summary of  Expenses is to help you
understand  the direct and indirect  expenses an investor in the  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 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 (2)
                                                   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   (4)         $10.56        $(0.01)           $2.86        $2.85          $(0.51)    --             $(0.51)      $12.90
10/31/96   (3)         $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   (4)         $10.51        $(0.07)           $2.86        $2.79          $(0.45)    --             $(0.45)      $12.85
10/31/96   (3)         $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   (4)         $10.52        $(0.06)           $2.86        $2.80          $(0.46)    --             $(0.46)      $12.86
10/31/96   (3)         $10.42        $(0.07)           $0.17        $0.10               --    --                  --      $10.52
 9/30/96               $10.00          $0.57         $(0.15)        $0.42               --    --                  --      $10.42






                                                                            RATIO OF NET
                               NET ASSETS   RATIO OF EXPENSES TO AVERAGE       INCOME
                               AT END OF         NET  ASSETS (6) (7)          (LOSS) TO        PORTFOLIO       AVERAGE
YEAR OR PERIOD      TOTAL        PERIOD     EXCLUDING INCLUDING              AVERAGE NET       TURNOVER      COMMISSION
  ENDED (1)        RETURN (5)   (000'S)      CREDITS   CREDITS    GROSS       ASSETS (7)        RATE (8)      RATE (9)
<S>        <C>     <C>         <C>           <C>      <C>        <C>          <C>              <C>             <C>
 Class A
10/31/97           28.31%      $3,920        1.85%    1.85%      4.62%        (0.34)%          183.06%         $0.0604
10/31/96   (3)      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           27.62%      $2,436        2.50%    2.50%      5.27%        (0.99)%          183.06%         $0.0604
10/31/96   (3)      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           27.73%      $2,028        2.40%    2.40%      5.17%        (0.89)%          183.06%         $0.0604
10/31/96   (3)      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





                  See Notes to Financial Highlights on Page 41

</TABLE>


                                       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  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. ("NWQ")



                                       20

<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 (net of expense reimbursements and/or fee waivers) (c)                          0.15%        0.15%       0.15%
                                                                                               -----        -----       -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers) (c)                1.50%        2.15%       2.05%

Examples

The tables below show the expenses you would pay on a $1,000  investment  over a
variety of time frames,  assuming a 5% annual return.  The first example assumes
redemption at the end of each period.
<S>                                                                                  <C>        <C>         <C>        <C>
Share Class                                                                          1 Year     3 Years     5 Years    10 Years
- -----------                                                                          ------     -------     -------    --------
A                                                                                       $69        $100        $132        $224
B                                                                                       $72         $97        $125        $232
C                                                                                       $21         $64        $110        $238
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                          1 Year     3 Years     5 Years    10 Years
- -----------                                                                          ------     -------     -------    --------
A                                                                                       $69        $100        $132        $224
B                                                                                       $22         $67        $115        $232
C                                                                                       $21         $64        $110        $238

- -------------------------------
</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) The Value  Equity  Portfolio  commenced  operations  on  February  3,  1997,
therefore the  percentages  set forth as "Other  Expenses" and "Total  Operating
Expenses"  are  annualized.  See Ratio of  Expenses to Average Net Assets in the
Financial  Highlights section,  and Note 6 to the Notes to Financial  Highlights
for   further    discussion   of   expenses.    The   Other   Expenses    before
reimbursement/waiver  were 2.70% for each class of shares.  The Total  Operating
Expenses  before  reimbursement  waiver  for Class A, Class B and Class C shares
were 4.05%,  4.70% and 4.60%,  respectively.  Although the  continuation  of the
expense reimbursements and fee waivers cannot be guaranteed, it is expected that
they will  remain in effect  at least  until the end of the  Portfolio's  fiscal
year, October 31, 1998.


The  purpose of the  Examples  shown in the  Summary of  Expenses is to help you
understand  the direct and indirect  expenses an investor in the  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 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 (2)
                                                   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>
 Class A
10/31/97               $10.00          $0.02         $1.69           $1.71         --         --             --           $11.71
 Class B
10/31/97               $10.00        $(0.02)         $1.69           $1.67         --         --             --           $11.67
 Class C
10/31/97               $10.00        $(0.02)         $1.69           $1.67         --         --             --           $11.67




                                                                            RATIO OF NET
                               NET ASSETS   RATIO OF EXPENSES TO AVERAGE       INCOME
                               AT END OF         NET  ASSETS (6) (7)          (LOSS) TO        PORTFOLIO       AVERAGE
YEAR OR PERIOD      TOTAL        PERIOD     EXCLUDING INCLUDING              AVERAGE NET       TURNOVER      COMMISSION
  ENDED (1)        RETURN (5)   (000'S)      CREDITS   CREDITS    GROSS       ASSETS (7)        RATE (8)      RATE (9)
<S>                <C>          <C>           <C>      <C>        <C>          <C>              <C>           <C>
 Class A
10/31/97           17.14%       $5,305        1.50%    1.50%      4.05%          0.38%          6.40%         $0.0673
 Class B
10/31/97           16.65%       $2,850        2.15%    2.15%      4.70%        (0.28)%          6.40%         $0.0673
 Class C
10/31/97           16.73%       $1,670        2.05%    2.05%      4.60%        (0.18)%          6.40%         $0.0673





                  See Notes to Financial Highlights on Page 41

</TABLE>



                                       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,  convertible debt obligations and
other income  producing  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-adviser
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 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 ("Luther King")



                                       23

<PAGE>

<TABLE>
<CAPTION>

                        Strategic Total Return Portfolio



                                                    SUMMARY OF EXPENSES                                Class of Shares
                                                                                                  A           B          C
<S>                                                                                              <C>         <C>         <C> 
Shareholder Transaction Expenses
Maximum Sales Charge Imposed on Purchases (as percentage of offering price)                      5.50%       None        None
Redemption Fees (a)                                                                              None        None        None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,        None        5.00%       None
whichever is lower) (b)
Annual Operating Expenses (as a percentage of average net assets)
Management Fees                                                                                  1.00%       1.00%       1.00%
12b-1 Distribution and Service Fees                                                              0.35%       1.00%       0.90%
Other Expenses (net of expense reimbursements and/or fee waivers) (c)                            0.50%       0.50%       0.50%
                                                                                                 -----       -----       -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers) (c)                  1.85%       2.50%       2.40%


Examples

The tables below show the expenses you would pay on a $1,000  investment  over a
variety of time frames,  assuming a 5% annual return.  The first example assumes
redemption at the end of each period.
<S>                                                                                  <C>        <C>         <C>        <C>
Share Class                                                                          1 Year     3 Years     5 Years    10 Years
- -----------                                                                          ------     -------     -------    --------
A                                                                                       $73       $110         $150        $260
B                                                                                       $75       $108         $143        $267
C                                                                                       $24        $75         $128        $274
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                          1 Year    3 Years      5 Years    10 Years
- -----------                                                                          ------    -------      -------    --------
A                                                                                       $73       $110         $150        $260
B                                                                                       $25        $78         $133        $267
C                                                                                       $24        $75         $128        $274

- -------------------------------
</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 6 to the Notes to Financial Highlights for further discussion
of expenses. The Other Expenses before  reimbursement/waiver  were .93% for each
class of shares.  The Total Operating Expenses before  reimbursement/waiver  for
Class A, Class B and Class C shares were 2.28%,  2.93% and 2.83%,  respectively.
Although the continuation of the expense  reimbursements  and fee waivers cannot
be guaranteed, it is expected that they will remain in effect at least until the
end of the Portfolio's fiscal year, October 31, 1998.

The  purpose of the  Examples  shown in the  Summary of  Expenses is to help you
understand  the direct and indirect  expenses an investor in the  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 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 (2)
                                                   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               $13.43        $0.20            $2.79          $2.99       $(0.19)     $(0.32)        $(0.51)       $15.91
10/31/96    (3)        $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               $13.42        $0.10            $2.79          $2.89       $(0.10)     $(0.32)        $(0.42)       $15.89
10/31/96    (3)        $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               $13.42        $0.12            $2.79          $2.91       $(0.11)     $(0.32)        $(0.43)       $15.90
10/31/96    (3)        $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




                                                                            RATIO OF NET
                               NET ASSETS   RATIO OF EXPENSES TO AVERAGE       INCOME
                               AT END OF         NET  ASSETS (6) (7)          (LOSS) TO        PORTFOLIO       AVERAGE
YEAR OR PERIOD      TOTAL        PERIOD     EXCLUDING INCLUDING              AVERAGE NET       TURNOVER      COMMISSION
  ENDED (1)        RETURN (5)   (000'S)      CREDITS   CREDITS    GROSS       ASSETS (7)        RATE (8)      RATE (9)
<S>         <C>    <C>          <C>           <C>      <C>        <C>          <C>              <C>           <C>
 Class A
10/31/97           22.80%       $21,629       1.85%     1.85%      2.28%       1.41%            51.44%         $0.0607
10/31/96    (3)     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           22.03%        $4,698       2.50%     2.50%      2.93%       0.76%            51.44%         $0.0607
10/31/96    (3)     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           22.15%        $4,332       2.40%     2.40%      2.83%       0.86%            51.44%         $0.0607
10/31/96    (3)     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%              --



                  See Notes to Financial Highlights on Page 41

</TABLE>

                                       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,  money  market  funds and debt
obligations of U.S. issuers. 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 focuses on high quality,  liquid,
large  capitalization  stocks.  In  selecting  the  Portfolio  securities,   the
sub-adviser  utilizes  a  selection  process  that  starts  with  a  "bottom-up"
screening of the market to identify stocks that are  statistically  undervalued,
based on certain financial  characteristics  relative to the stock's  historical
norms. The sub-adviser's  ultimate goal is to choose stocks whose price has been
driven down due to an  "overreaction" by the market to their perceived risks. By
following the sub-adviser's  approach, the Portfolio seeks to achieve a dividend
income yield in excess of the dividend income yield of the S&P 500.


"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 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. The Portfolio does not, at present,
intend to invest  morer  than 20% of its assets in  equities  which do not pay a
dividend.


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. 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 may invest up to 10% of its total assets in money market funds. If
the  forecasting  models predict a decline in the stock market,  the sub-adviser
will reduce equity exposure which will increase the  Portfolio's  cash position,
including investment in money market funds.

Sub-Adviser:  Dean Investment Associates ("Dean Investment")



                                       26

<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)                            0.50%       0.50%       0.50%
                                                                                                 -----       -----       -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers) (c)                  1.85%       2.50%       2.40%

Examples

The tables below show the expenses you would pay on a $1,000  investment  over a
variety of time frames,  assuming a 5% annual return.  The first example assumes
redemption at the end of each period.
<S>                                                                                  <C>        <C>         <C>        <C>
Share Class                                                                          1 Year     3 Years     5 Years    10 Years
- -----------                                                                          ------     -------     -------    --------
A                                                                                       $73         $110       $150        $260
B                                                                                       $75         $108       $143        $267
C                                                                                       $24          $75       $128        $274
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                          1 Year      3 Years    5 Years    10 Years
- -----------                                                                          ------      -------    -------    --------
A                                                                                       $73         $110       $150        $260
B                                                                                       $25          $78       $133        $267
C                                                                                       $24          $75       $128        $274

- -------------------------------
</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 6 to the Notes to Financial Highlights for further discussion
of expenses. The Other Expenses before  reimbursement/waiver  were .95% for each
class of shares.  The Total Operating Expenses before  reimbursement/waiver  for
Class A, Class B and Class C shares were 2.30%,  2.95% and 2.85%,  respectively.
Although the continuation of the expense  reimbursements  and fee waivers cannot
be guaranteed, it is expected that they will remain in effect at least until the
end of the Portfolio's fiscal year, October 31, 1998.


The  purpose of the  Examples  shown in the  Summary of  Expenses is to help you
understand  the direct and indirect  expenses an investor in the  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 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 (2)
                                                   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               $11.19         $0.19           $2.02          $2.21       $(0.17)     $(0.04)        $(0.21)       $13.19
10/31/96    (3)        $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               $11.18         $0.11           $2.02          $2.13       $(0.09)     $(0.04)        $(0.13)       $13.18
10/31/96    (3)        $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               $11.18         $0.12           $2.02          $2.14       $(0.10)     $(0.04)        $(0.14)       $13.18
10/31/96    (3)        $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



                                                                            RATIO OF NET
                               NET ASSETS   RATIO OF EXPENSES TO AVERAGE       INCOME
                               AT END OF         NET  ASSETS (6) (7)          (LOSS) TO        PORTFOLIO       AVERAGE
YEAR OR PERIOD      TOTAL        PERIOD     EXCLUDING INCLUDING              AVERAGE NET       TURNOVER      COMMISSION
  ENDED (1)        RETURN (5)   (000'S)      CREDITS   CREDITS    GROSS       ASSETS (7)        RATE (8)      RATE (9)
<S>         <C>    <C>          <C>           <C>      <C>        <C>          <C>              <C>           <C>
 Class A
10/31/97           19.84%       $12,291       1.85%    1.85%      2.30%        1.57%            71.63%        $0.0732
10/31/96    (3)     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           19.08%        $9,747       2.50%    2.50%      2.95%        0.92%            71.63%        $0.0732
10/31/96    (3)     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           19.20%        $5,088       2.40%    2.40%      2.85%        1.02%            71.63%        $0.0732
10/31/96    (3)     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



                  See Notes to Financial Highlights on Page 41

</TABLE>

                                       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  that sustains its value by
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 sub-adviser'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



                                       29

<PAGE>

<TABLE>
<CAPTION>

                               Balanced Portfolio


                                                    SUMMARY OF EXPENSES                                Class of Shares
                                                                                                  A           B          C
<S>                                                                                              <C>         <C>         <C> 
Shareholder Transaction Expenses
Maximum Sales Charge Imposed on Purchases (as percentage of offering price)                      5.50%       None        None
Redemption Fees (a)                                                                              None        None        None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,        None        5.00%       None
whichever is lower) (b)
Annual Operating Expenses (as a percentage of average net assets)
Management Fees                                                                                  1.00%       1.00%       1.00%
12b-1 Distribution and Service Fees                                                              0.35%       1.00%       0.90%
Other Expenses (net of expense reimbursements and/or fee waivers) (c)                            0.50%       0.50%       0.50%
                                                                                                 -----       -----       -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers) (c)                  1.85%       2.50%       2.40%


Examples

The tables below show the expenses you would pay on a $1,000  investment  over a
variety of time frames,  assuming a 5% annual return.  The first example assumes
redemption at the end of each period.
<S>                                                                                  <C>        <C>         <C>        <C>
Share Class                                                                          1 Year     3 Years     5 Years    10 Years
- -----------                                                                          ------     -------     -------    --------
A                                                                                       $73        $110        $150        $260
B                                                                                       $75        $108        $143        $267
C                                                                                       $24         $75        $128        $274
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                          1 Year     3 Years     5 Years    10 Years
- -----------                                                                          ------     -------     -------    --------
A                                                                                       $73        $110        $150        $260
B                                                                                       $25         $78        $133        $267
C                                                                                       $24         $75        $128        $274

- -------------------------------
</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 6 to the Notes to Financial Highlights for further discussion
of expenses. The Other Expenses before  reimbursement/waiver were 1.53% for each
class of shares.  The Total Operating Expenses before  reimbursement/waiver  for
Class A, Class B and Class C shares were 2.88%,  3.53% and 3.43%,  respectively.
Although the continuation of the expense  reimbursements  and fee waivers cannot
be guaranteed, it is expected that they will remain in effect at least until the
end of the Portfolio's fiscal year, October 31, 1998.

The  purpose of the  Examples  shown in the  Summary of  Expenses is to help you
understand  the direct and indirect  expenses an investor in the  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 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 (2)
                                                   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               $13.58         $0.19           $2.52          $2.71       $(0.20)     $(1.75)         $(1.95)      $14.34
10/31/96    (3)        $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               $13.56         $0.12           $2.52          $2.64       $(0.12)     $(1.75)         $(1.87)      $14.33
10/31/96    (3)        $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               $13.57         $0.12           $2.52          $2.64       $(0.13)     $(1.75)         $(1.88)      $14.33
10/31/96    (3)        $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




                                                                            RATIO OF NET
                               NET ASSETS   RATIO OF EXPENSES TO AVERAGE       INCOME
                               AT END OF         NET  ASSETS (6) (7)          (LOSS) TO        PORTFOLIO       AVERAGE
YEAR OR PERIOD      TOTAL        PERIOD     EXCLUDING INCLUDING              AVERAGE NET       TURNOVER      COMMISSION
  ENDED (1)        RETURN (5)   (000'S)      CREDITS   CREDITS    GROSS       ASSETS (7)        RATE (8)      RATE (9)
<S>         <C>    <C>          <C>           <C>      <C>        <C>          <C>              <C>           <C>
Class A
10/31/97           22.96%       $13,414       1.85%    1.85%      2.88%        1.29%            127.08%       $0.0481
10/31/96    (3)     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           22.19%        $2,583       2.50%    2.50%      3.53%        0.64%            127.08%       $0.0481
10/31/96    (3)     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           22.31%        $1,561       2.40%    2.40%      3.43%        0.74%            127.08%       $0.0481
10/31/96    (3)     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 invests primarily 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



                                       32

<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)                            0.60%       0.60%       0.60%
                                                                                                 -----       -----       -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers) (c)                  1.85%       2.50%       2.40%


Examples

The tables below show the expenses you would pay on a $1,000  investment  over a
variety of time frames,  assuming a 5% annual return.  The first example assumes
redemption at the end of each period.
<S>                                                                                  <C>        <C>         <C>        <C>
Share Class                                                                          1 Year     3 Years     5 Years    10 Years
- -----------                                                                          ------     -------     -------    --------
A                                                                                       $65        $103        $143        $254
B                                                                                       $75        $108        $143        $267
C                                                                                       $24         $75        $128        $274
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                          1 Year     3 Years     5 Years    10 Years
- -----------                                                                          ------     -------     -------    --------
A                                                                                       $65        $103        $143        $254
B                                                                                       $25         $78        $133        $267
C                                                                                       $24         $75        $128        $274

- -------------------------------
</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 6 to the Notes to Financial Highlights for further discussion
of expenses.  The Other Expenses before  reimbursement/waiver  for each class of
shares were 1.15%. The Total Operating Expenses before  reimbursement/waiver for
Class A, Class B and Class C shares were 2.40%,  3.05% and 2.95%,  respectively.
Although the continuation of the expense  reimbursements  and fee waivers cannot
be guaranteed, it is expected that they will remain in effect at least until the
end of the Portfolio's fiscal year, October 31, 1998.

The  purpose of the  Examples  shown in the  Summary of  Expenses is to help you
understand  the direct and indirect  expenses an investor in the  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 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 (2)
                                                   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                $9.33        $0.61             $0.42           $1.03    $(0.61)         --         $(0.61)        $9.75
10/31/96        (3)     $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   (10) (14)     $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       (11)     $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                $9.32        $0.56             $0.42           $0.98    $(0.55)         --         $(0.55)        $9.75
10/31/96        (3)     $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                $9.32        $0.57             $0.42           $0.99    $(0.56)         --         $(0.56)        $9.75
10/31/96        (3)     $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




                                                                            RATIO OF NET
                               NET ASSETS   RATIO OF EXPENSES TO AVERAGE       INCOME
                               AT END OF         NET  ASSETS (6) (7)          (LOSS) TO        PORTFOLIO       AVERAGE
YEAR OR PERIOD      TOTAL        PERIOD     EXCLUDING INCLUDING              AVERAGE NET       TURNOVER      COMMISSION
  ENDED (1)        RETURN (5)   (000'S)      CREDITS   CREDITS    GROSS       ASSETS (7)        RATE (8)      RATE (9)
<S>       <C>      <C>          <C>          <C>       <C>        <C>          <C>              <C>             <C>
Class A
10/31/97             11.53%     $15,532      1.85%     1.85%      2.40%         6.41%           135.53%         --
10/31/96       (3)    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  (10) (14)  (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      (11)   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             10.79%        $746      2.50%     2.50%      3.05%         5.76%           135.53%         --
10/31/96       (3)    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             10.91%        $928      2.40%     2.40%      2.95%         5.86%           135.53%         --
10/31/96       (3)    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%         --

                  See Notes to Financial Highlights on Page 41

</TABLE>

                                       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).


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. ("AIMI")



                                       35

<PAGE>


<TABLE>
<CAPTION>

                              Income Plus Portfolio



                                                    SUMMARY OF EXPENSES                                Class of Shares
                                                                                                  A           B          C
<S>                                                                                              <C>         <C>         <C> 
Shareholder Transaction Expenses
Maximum Sales Charge Imposed on Purchases (as percentage of offering price)                      4.75%       None        None
Redemption Fees (a)                                                                              None        None        None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,        None        5.00%       None
whichever is lower) (b)
Annual Operating Expenses (as a percentage of average net assets)
Management Fees                                                                                  0.60%       0.60%       0.60%
12b-1 Distribution and Service Fees                                                              0.35%       1.00%       0.90%
Other Expenses (c)                                                                               0.32%       0.32%       0.32%
                                                                                                 -----       -----       -----
Total Operating Expenses (c)                                                                     1.27%       1.92%       1.82%


Examples

The tables below show the expenses you would pay on a $1,000  investment  over a
variety of time frames,  assuming a 5% annual return.  The first example assumes
redemption at the end of each period.
<S>                                                                                  <C>        <C>         <C>        <C>
Share Class                                                                          1 Year     3 Years     5 Years    10 Years
- -----------                                                                          ------     -------     -------    --------
A                                                                                       $60         $86        $114        $194
B                                                                                       $69         $90        $114        $207
C                                                                                       $18         $57         $99        $214
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                          1 Year     3 Years     5 Years    10 Years
- -----------                                                                          ------     -------     -------    --------
A                                                                                       $60         $86        $114        $194
B                                                                                       $19         $60        $104        $207
C                                                                                       $18         $57         $99        $214

- -------------------------------
</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 6 to the Notes to Financial Highlights for further discussion
of expenses.

The  purpose of the  Examples  shown in the  Summary of  Expenses is to help you
understand  the direct and indirect  expenses an investor in the  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 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 (2)
                                                   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              $10.61        $0.76              $0.44          $1.20     $(0.75)     $(0.10)         $(0.85)      $10.96
10/31/96    (3)       $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    (15)       $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              $10.61        $0.69              $0.44          $1.13     $(0.68)     $(0.10)         $(0.78)      $10.96
10/31/96    (3)       $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              $10.61        $0.70              $0.44          $1.14     $(0.69)     $(0.10)         $(0.79)      $10.96
10/31/96    (3)       $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



                                                                            RATIO OF NET
                               NET ASSETS   RATIO OF EXPENSES TO AVERAGE       INCOME
                               AT END OF         NET  ASSETS (6) (7)          (LOSS) TO        PORTFOLIO       AVERAGE
YEAR OR PERIOD      TOTAL        PERIOD     EXCLUDING INCLUDING              AVERAGE NET       TURNOVER      COMMISSION
  ENDED (1)        RETURN (5)   (000'S)      CREDITS   CREDITS    GROSS       ASSETS (7)        RATE (8)      RATE (9)
<S>       <C>      <C>          <C>          <C>        <C>       <C>          <C>              <C>             <C>
 Class A
10/31/97             11.86%     $65,612      1.27%      1.27%        --         7.14%           62.28%          --
10/31/96   (3)        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  (15)       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             11.10%      $1,761      1.92%      1.92%        --         6.49%           62.28%          --
10/31/96   (3)        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             11.22%      $3,480      1.82%      1.82%        --         6.59%           62.28%          --
10/31/96   (3)        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%          --

                  See Notes to Financial Highlights on Page 41

</TABLE>

                                       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  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.

                                       38

<PAGE>


<TABLE>
<CAPTION>
   

                              Tax-Exempt Portfolio




                                                    SUMMARY OF EXPENSES                                Class of Shares
                                                                                                  A           B          C
<S>                                                                                              <C>         <C>         <C> 
Shareholder Transaction Expenses
Maximum Sales Charge Imposed on Purchases (as percentage of offering price)                      4.75%       None        None
Redemption Fees (a)                                                                              None        None        None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,        None        5.00%       None
whichever is lower) (b)
Annual Operating Expenses (as a percentage of average net assets)
Management Fees                                                                                  0.60%       0.60%       0.60%
12b-1 Distribution and Service Fees                                                              0.35%       1.00%       0.60%
Other Expenses (net of expense reimbursements and/or fee waivers) (c)                            0.40%       0.40%       0.40%
                                                                                                 -----       -----       -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers) (c)                  1.35%       2.00%       1.60%


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                                                                                         $61         $88        $118         $202
B                                                                                         $70         $93        $118         $216
C                                                                                         $16         $51         $87         $190
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class                                                                            1 Year     3 Years     5 Years     10 Years
- -----------                                                                            ------     -------     -------     --------
A                                                                                         $61         $88        $118         $202
B                                                                                         $20         $63        $108         $216
C                                                                                         $16         $51         $87         $190

- -------------------------------
    
</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 6 to the Notes to Financial Highlights for further discussion
of expenses.  The percentages  reflect an increase in the total annual operating
expense  limitation  from 0.65% to 1.00%,  effective  March 1,  1998.  The Other
Expenses  net of  reimbursement/waiver  were .68% for each class of shares.  The
Total Operating  Expenses net of  reimbursement/waiver  for Class A, Class B and
Class  C  shares  were  1.63%,  2.28%  and  1.88%,  respectively.  Although  the
continuation of the expense reimbursements and fee waivers cannot be guaranteed,
it is  expected  that they will  remain in effect at least  until the end of the
Portfolio's fiscal year, October 31, 1998.

The  purpose of the  Examples  shown in the  Summary of  Expenses is to help you
understand  the direct and indirect  expenses an investor in the  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 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 (2)
                                                   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             $11.40         $0.53             $0.43           $0.96     $(0.53)     $(0.08)        $(0.61)        $11.75
10/31/96    (3)      $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    (16)      $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             $11.40         $0.44             $0.43           $0.87     $(0.45)     $(0.08)        $(0.53)        $11.74
10/31/96    (3)      $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             $11.40         $0.50             $0.43           $0.93     $(0.50)     $(0.08)        $(0.58)        $11.75
10/31/96    (3)      $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



                                                                            RATIO OF NET
                               NET ASSETS   RATIO OF EXPENSES TO AVERAGE       INCOME
                               AT END OF         NET  ASSETS (6) (7)          (LOSS) TO        PORTFOLIO       AVERAGE
YEAR OR PERIOD      TOTAL        PERIOD     EXCLUDING INCLUDING              AVERAGE NET       TURNOVER      COMMISSION
  ENDED (1)        RETURN (5)   (000'S)      CREDITS   CREDITS    GROSS       ASSETS (7)        RATE (8)      RATE (9)
<S>       <C>      <C>          <C>          <C>        <C>       <C>          <C>              <C>             <C>
 Class A
10/31/97             8.68%      $23,320      1.00%      1.00%      1.63%       4.60%             71.29%         --
10/31/96   (3)       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  (16)       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             7.93%         $377      1.65%      1.65%      2.28%       3.95%             71.29%         --
10/31/96   (3)       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             8.39%         $921      1.25%      1.25%      1.88%       4.35%             71.29%         --
10/31/96   (3)       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%         --

                  See Notes to Financial Highlights on Page 41

</TABLE>

                                       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) Certain  amounts for the periods  ended  September  30, 1996 and October 31,
1996 have  been  reclassified  between  Net  Investment  Income  (Loss)  and Net
Realized and Unrealized Gain (Loss).

(3) For the month ended  October 31, 1996.  On October 1, 1996,  each  Portfolio
changed its fiscal year end from September 30 to October 31.

(4)  Distributions  from net realized  capital  gains include  distributions  in
excess of current net realized capital gains for the Aggressive Growth Portfolio
Classes A, B and C, for the period ended  September  30, 1996,  in the amount of
$1.02,  and for the  Growth  Portfolio  Classes  A and C, for the  period  ended
September 30, 1994, in the amount of $0.14. Dividends from net investment income
include distributions in excess of current net investment income for the Capital
Appreciation Portfolio Classes A and C, for the period ended September 30, 1996,
in the amount of $0.01, and for the C.A.S.E.  Portfolio  Classes A, B and C, for
the period ended October 31, 1997, in the amount of $0.08.

(5) 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.  Periods of less than one year
are not annualized.

(6) Ratio of expenses to average net assets shows:  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).

(7) Periods of less than one year are  annualized.  The Ratio of Net  Investment
Income  (Loss) is based  upon Net  Investment  Income  (Loss)  prior to  certain
reclassifications  as  discussed  in the Notes to  Financial  Statements  in the
Fund's Annual Report to shareholders dated October 31, 1997.

(8) Growth's  acquisition of investment  securities of IDEX Fund and IDEX Fund 3
has been eliminated from the September 30, 1996 portfolio turnover  calculation.
Periods of less than one year are not annualized.

(9)  Amount  represents  average  commission  rate paid per share of  securities
purchased  or sold during the period.  For fiscal  years  beginning  on or after
September 1, 1995,  disclosure of this rate is required for  Portfolios in which
equity securities constitute more than 10% of average net assets for the period.

(10) 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.  On  October  1,  1993,  Growth
Portfolio Class A shares changed its  distribution  rate to 0.35% from 0.25%. On
October 1, 1993,  Flexible  Income  Portfolio  Class A initiated a 12b-1 Plan of
Distribution.  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.

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


                                       41

<PAGE>



(12) 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.

(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) 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.

(15) 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.

(16) 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.








                                       42

<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 is  completed  for a class of shares of the  Flexible
Income,  Tax-Exempt  or Income Plus  Portfolios  and 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.


                                       43

<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 you will have to pay 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  automatically.  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.

                                       44

<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 
 and service fees                       No          Yes        Yes        No
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

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.

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).


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:


                                       45

<PAGE>



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.

     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.

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

                            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.


                                       46

<PAGE>



                                    Discounts

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

     1.   By investing larger amounts.

     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.


                                       47

<PAGE>



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:

     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, AIMI, 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.


                                       48

<PAGE>


                        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
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%

* 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 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 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
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%

* This is not a charge incurred by shareholders.  ISI, at its own expense,  from
time to time may make the following payments:  .50% of the NAV of shares sold in
amounts of  $1,000,000  to under  $2,500,000;  .35% of the NAV of shares sold in
amounts of  $2,500,000  to under  $4,000,000;  .20% of the NAV of shares sold in
amounts of $4,000,000 to under $5,000,000; and .15% of the NAV of shares sold in
amounts of $5,000,000 and over. 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.

<PAGE>


                                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.


                                       49

<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.


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     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.


                                       51

<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, AIMI, 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.


                                       52

<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.


                                       53

<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 per  account  per day 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
and 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  request 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.


                                       54

<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.

     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.


                                       55

<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,  and  exchanges  generally can only be
made  between  accounts  registered  in  the  name  of the  same  shareholder(s)
(including newly established shareholder accounts).


                              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.  Systematic  Exchanges can only be made between accounts registered in the
name  of  the  same  shareholder(s)  (including  newly  established  shareholder
accounts).


                      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.

                                       56

<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.

Currently, 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. The Fund reserves the right to change these minimum account rules, subject
to regulatory requirements.


                             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.


                                       57

<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.


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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.


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<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 ending 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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<PAGE>



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 a sub-adviser's opinion,
are equal in quality to a 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 and Concentration

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, 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.


                                       65

<PAGE>



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

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

                             Joint Trading Accounts

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

                         Master Fund/Feeder Fund Option

The Fund may in the future  seek to achieve  the  investment  objective  of each
Portfolio,  other than the Income Plus and Tax-Exempt  Portfolios,  by investing
all of a  Portfolio's  assets in  another  investment  company  having  the same
objective and substantially the same investment policies and restrictions.

Such an  investment  would be made  only if the  Board of  Trustees  of the Fund
determines  it  would  be in  the  best  interests  of  the  Portfolio  and  its
shareholders. In making this determination,  the Board will consider benefits to
shareholders  and the  opportunities  to reduce costs and  increase  efficiency,
among other things.  Should such a determination be made,  shareholders  will be
given at least 30 days notice.

                    Changes in Investment Policies and Rules

Each  Portfolio  is subject  to  investment  restrictions,  certain of which are
fundamental policies of that Portfolio. As such, they may not be changed without
shareholder  approval.  Non-fundamental  investment  restrictions  and operating
policies may be changed by the Board of Trustees without shareholder approval.

The investment restrictions of each Portfolio are described in the SAI.

                           New Investment Instruments

The sub-advisers reserve the right to evaluate new financial instruments as they
are developed and become actively traded.  Subject to any applicable  investment
restriction,  a Portfolio  may invest in any such  investment  products that its
manager believes will further the Portfolio's investment objective.

                             ADDITIONAL RISK FACTORS

All investments  involve risks.  Some  securities and some investment  practices
involve taking special or additional  risks.  This section describes a number of
those risk factors.

                               Foreign Securities

Investments  in foreign  securities  involve  risks that are  different  in some
respects from investments in securities of U.S. issuers. These risks include:


                                       66

<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

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

In  addition,  political  instability  may also  contribute  to  weakness in the
regulation and oversight of the capital  markets and financial  institutions  in
such  countries.  Such  weaknesses  may  lead  to  increased  volatility  in the
securities markets and increase the costs of investing in these markets.


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

                                       67

<PAGE>



contracts to fix a price in U.S.  dollars for securities it has agreed to buy or
sell  ("transaction  hedge").  A Portfolio  may enter into  contracts  to sell a
foreign  currency  for  U.S.  dollars  (not  exceeding  the  value  of  a  given
Portfolio's  assets denominated in that currency) or by participation in options
or futures contracts with respect to a currency ("position hedge").

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

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

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

                Futures, Options and Other Derivative Instruments

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

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

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

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

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

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

                             Fixed Income Investing

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

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

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

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


                                       68

<PAGE>



                           High-Yield/High-Risk Bonds

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

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

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

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

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

                               Special Situations

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

     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  the Fund's
ownership, organization and management.


                                    Trustees

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



                                       69

<PAGE>



  Capital Appreciation, Global, Growth, Balanced and Flexible Income Portfolios

                               Investment Adviser

These  Portfolios  have each entered into a Management and  Investment  Advisory
Agreement  ("Advisory  Agreement") with Idex  Management,  Inc.  ("IMI"),  whose
address  is  201  Highland  Avenue,  Largo,  Florida  33770-2597,  to act as its
investment  adviser.  IMI has served as  investment  adviser to IDEX Series Fund
Capital  Appreciation,  Global,  Growth,  Balanced and Flexible  Income (and its
predecessor,  IDEX Total Income Trust)  Portfolios,  since the inception of each
Portfolio.  IMI also served as the investment adviser to IDEX Fund and IDEX Fund
3, which were reorganized into IDEX Growth Portfolio Class T shares on September
20, 1996, since inception of each of those Funds.

                     Advisory Fees Paid by These Portfolios

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

Each Portfolio pays 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.


                           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.

Each Portfolio pays 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 each 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%; and International Equity Portfolio 1.75%
    


                                       70

<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>
                                                                                       Class A     Class B     Class C     Class T
Capital Appreciation*       0.19%                          Capital Appreciation*       1.85%       2.50%       2.40%           --
Global                      1.00%                          Global                      1.91%       2.56%       2.46%           --
Growth                      0.95%                          Growth                      1.61%       2.26%       2.16%        1.26%
Balanced*                   0.00%                          Balanced*                   1.85%       2.50%       2.40%           --
Flexible Income*            0.35%                          Flexible Income*            1.85%       2.50%       2.40%           --
*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*           0.40%               Aggressive Growth*         1.85%       2.50%        2.40%
International Equity*        0.00%               International Equity*      1.70%       2.35%        2.25%
C.A.S.E.*                    0.00%               C.A.S.E.*                  1.85%       2.50%        2.40%
Value Equity*                0.00%               Value Equity*              1.50%       2.15%        2.05%
Strategic Total Return*      0.57%               Strategic Total Return*    1.85%       2.50%        2.40%
Tactical Asset Allocation*   0.55%               Tactical Asset Allocation* 1.85%       2.50%        2.40%
Income Plus                  0.60%               Income Plus                1.27%       1.92%        1.82%
Tax-Exempt*                  0.00%               Tax-Exempt*                1.00%       1.65%        1.25%
*Net of fees waived by ISI                       *Net of fees waived by ISI

</TABLE>


                                       71

<PAGE>




<TABLE>
<CAPTION>

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

First $750 million           1.00%         1.00%         1.00%       1.00%       1.00%      1.00%          0.60%        0.60%
the next $250 million        0.90%         0.90%         0.90%       0.90%       0.90%      0.90%          0.60%        0.60%
over $1 billion              0.85%         0.85%         0.85%       0.85%       0.85%      0.85%          0.60%        0.60%
</TABLE>





                    Business Expenses Borne by the Portfolios

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

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

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

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 currently
expires no later than March 31, 1998. It is  anticipated  that the joint venture
agreement will be further extended. As of the date of this Prospectus,  AUSA and
Janus Capital are engaged in  discussions  regarding the  acquisition by AUSA of
the 50% of the  outstanding  stock  of IMI  that is  currently  owned  by  Janus
Capital,  which would result in IMI becoming a wholly-owned  subsidiary of AUSA.
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 are subject to the approval of
the Board of Trustees,  and a majority of outstanding  voting securities of such
Portfolio.


                                  Sub-Advisers

Janus Capital, AIMI, Alger Management,  Luther King, Dean Investment,  C.A.S.E.,
NWQ, Scottish Equitable and GEIM, whose functions in managing the Portfolios are
described  below,   are  described  in  this  Prospectus   collectively  as  the
"sub-advisers" and individually as a "sub-adviser."


                           Aggressive Growth Portfolio

Alger  Management,  75 Maiden  Lane,  New York,  New York  10038,  serves as the
investment  sub-adviser  to  the  Aggressive  Growth  Portfolio  pursuant  to an
Investment  Counsel Agreement  relating to the Portfolio.  Alger  Management,  a
registered  investment  adviser,  is a  wholly-owned  subsidiary of Fred Alger &
Company,   Incorporated  ("Alger,  Inc."),  which  in  turn  is  a  wholly-owned
subsidiary  of Alger  Associates,  Inc., a financial  services  holding  company
controlled by Fred M. Alger and David D. Alger.  As of December 31, 1997,  Alger
Management  had  approximately  $7.8  billion  in assets  under  management  for
investment companies and


                                       72

<PAGE>



private accounts.  Alger Management has served as the investment  sub-adviser to
the WRL Series Fund,  Inc.  Aggressive  Growth  Portfolio since its inception in
February, 1994.

Alger Management provides ISI with investment advice and recommendations for the
Aggressive  Growth  Portfolio   consistent  with  that  Portfolio's   investment
objective, policies and restrictions,  and supervises all security purchases and
sales on behalf of the Portfolio,  including the  negotiation of commissions and
the allocation of principal business and portfolio brokerage. In allocating such
portfolio  transactions,  Alger  Management  may  consider  research  and  other
services  furnished to it. It is anticipated  that Alger,  Inc., an affiliate of
Alger  Management,  will serve as the Aggressive  Growth  Portfolio's  broker in
effecting  substantially  all  of the  Portfolio's  transactions  on  securities
exchanges and will retain commissions in accordance with certain  regulations of
the SEC. In placing portfolio business with all broker/dealers, Alger Management
seeks the best execution of each transaction,  and all brokerage  placement must
be consistent with the Rules of Fair Practice of the NASD.

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

Portfolio Managers:

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

                         International Equity Portfolio

Scottish Equitable, Edinburgh Park, Edinburgh EH12 9SE, Scotland, a wholly-owned
subsidiary of Scottish Equitable plc and an indirect wholly-owned  subsidiary of
AEGON nv,  serves  as an  investment  sub-adviser  to the  International  Equity
Portfolio.  Scottish  Equitable  plc is  successor  to Scottish  Equitable  Life
Assurance  Society,  which was founded in Edinburgh in 1831.  As of December 31,
1997,  Scottish  Equitable  plc had  approximately  $2.4 billion in assets under
management.  Scottish  Equitable  currently  provides  investment  advisory  and
management  services to certain of its affiliates,  including Scottish Equitable
plc, and to other external organizations.

GEIM, 3003 Summer Street, Stamford, Connecticut 06905, a wholly-owned subsidiary
of General  Electric  Company,  also serves as an investment  sub-adviser to the
International Equity Portfolio. GEIM's principal officers and directors serve in
similar  capacities  with respect to GEIC,  also a  wholly-owned  subsidiary  of
General  Electric  Company.  GEIC  serves as  investment  adviser  to various GE
pension and benefit plans and certain employee mutual funds.  GEIC and GEIM (and
their   predecessors)   together  have  approximately  70  years  of  investment
management experience, and have managed mutual funds since 1935. Together, as of
December 31, 1997,  GEIM and GEIC  managed  assets in excess of $69 billion,  of
which more than $15.6 billion 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.


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<PAGE>



   
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.
    

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 their equity and fixed income team.


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 19 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  and Vice  President  of the  Templeton  Emerging
Markets Fund. 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.

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  Board  of  Janus  Capital,  owns  approximately  12% of  Janus
Capital's  voting stock and, by agreement  with KCSI selects a majority of Janus
Capital's Board.


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 the Fund, as described in
the SAI.



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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
monetary penalty,  disgorgement and interest payments totaling $37,199, and to a
90-day  suspension  starting on or about January 29, 1997. During that time, the
Flexible Income Portfolio was managed by its co-manager, Sandy Rufenacht.


Sandy  R.  Rufenacht  has  been  co-portfolio  manager  of the  Flexible  Income
Portfolio since January,  1997. Mr.  Rufenacht  joined Janus Capital 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.


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<PAGE>



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 5355 Town Center Road,  Suite 702,  Boca Raton,  FL 33486,
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.  Growth  Portfolio since its
inception in 1995.


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

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

Portfolio Managers:

The C.A.S.E.  Portfolio is managed by a team of investors  called the  Portfolio
Management Committee.  William Edward Lange serves as the head portfolio manager
to the Portfolio Management Committee.  Mr. Lange has been President of C.A.S.E.
since 1984.

                        Strategic Total Return Portfolio

Luther King, 301 Commerce Street, Suite 1600, Fort Worth, Texas 76102, serves as
the investment  sub-adviser to the Strategic Total Return Portfolio  pursuant to
an Investment Counsel Agreement  relating to the Portfolio.  Ultimate control of
the  sub-adviser is exercised by 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.


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<PAGE>



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.

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

AIMI,  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 AIMI  on  September  30,  1992.  AEGON  Securities
previously served as the investment  adviser to each series of AEGON USA Managed
Portfolios,  Inc. AIMI also serves as sub-adviser  to certain  portfolios of the
WRL Series Fund,  Inc. AIMI is a wholly-owned  indirect  subsidiary of AEGON USA
and thus is an affiliate of ISI and IMI.

AIMI 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,  AIMI may consider research and other services furnished to it and
may place portfolio  transactions with  broker-dealers  that are affiliated with
ISI or AIMI. In placing portfolio business with all  broker/dealers,  AIMI seeks
the best  execution of each  transaction,  and all brokerage  placement  must be
consistent with the Rules of Fair Practice of the NASD.

While AIMI provides portfolio  management services,  ISI retains  responsibility
for the  performance of such functions.  For its services,  AIMI 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.



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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 AIMI. Ms. Dennis has been
employed by AIMI 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 AIMI and has
been employed by AIMI 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.

                             PREPARING FOR YEAR 2000

Like  all  financial  service  providers,  IMI and ISI  (each an  "Adviser"  and
together,  the "Advisers") as well as the sub-adviser(s) to each Portfolio (each
a "Sub-Adviser" and collectively,  the "Sub-Advisers")  utilize systems that may
be  affected by Year 2000  transition  issues.  In  addition  to its  respective
Adviser and Sub-Adviser,  each Portfolio relies on service providers,  including
the Fund's administrator and custodian,  that also may be affected. Each Adviser
and  Sub-Adviser  has  advised  the Fund  that it has  developed,  and is in the
process of implementing a Year 2000 transition  plan.  Management of the Fund is
in the process of  confirming  that the service  providers  to the Fund are also
engaged in similar  transition  plans.  While each Adviser and Sub-Adviser  have
made  representations  to Management that each party is implementing a Year 2000
transition  plan,  the  resources  that are being  devoted  to this  effort  are
substantial and it is difficult to predict with precision  whether the amount of
resources  ultimately  devoted,  or the outcome of these efforts,  will have any
negative impact on their operations. However, as of the date of this Prospectus,
it is not anticipated  that  shareholders  will experience  negative  effects on
their  investment,  or on the services  provided in connection  therewith,  as a
result of Year 2000 transition implementation.  Each Adviser and Sub-Adviser has
advised  Management  that they currently  anticipate  that their systems will be
Year 2000 compliant prior to the end of 1999, but there can be no assurance that
the Advisers or Sub-Advisers will be successful,  or that interaction with other
service  providers  will not impair the Advisers' or  Sub-Advisers'  services at
that time.


                 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

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<PAGE>



and distributing sales literature and advertising materials. Payments made under
the plans may exceed distribution expenses actually incurred.

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

                         Class A Share Distribution Plan

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

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

                         Class B Share Distribution Plan

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

                         Class C Share Distribution Plan

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

                            MISCELLANEOUS INFORMATION

                         Organization of the Portfolios

Each  Portfolio is a series of IDEX Series Fund ("the  Fund"),  a  Massachusetts
business  trust that was formed by a Declaration  of Trust dated January 7, 1986
and whose operations are governed by a Restatement of Declaration of Trust dated
as of August 30, 1991  ("Declaration  of Trust").  A copy of the  Declaration of
Trust is on file with the Secretary of the  Commonwealth  of  Massachusetts.  On
September 20, 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.


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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 shares was accepted. The conversion is based on net asset value,
without any sales charge, fee or other charge. The purpose of this conversion is
to relieve the holders of the Class B shares  from the higher  distribution  and
service  fees  imposed  on  those  shares,  after  ISI  has  been  substantially
compensated for distribution expenses by those fees.


The Fund does not expect that there will be any conflicts  between the interests
of holders of the different  classes of shares of the same Portfolio  because of
the class structure. The Board of Trustees will consider, if necessary,  whether
any such conflict exists; if it does, the Board will take appropriate  action to
resolve it.

                           Personal Securities Trading

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


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<PAGE>



                              Shareholder Meetings

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

                               The Transfer Agent

Idex Investor Services, Inc., P.O. Box 9015, Clearwater,  Florida 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.  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.


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<PAGE>



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.

           "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.

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<PAGE>



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.

                           The Tax-Exempt Portfolio --
                             Special Considerations

The Tax-Exempt Portfolio intends to continue to qualify to pay "exempt-interest"
dividends.  These  are  distributions  from the  Portfolio's  investment  income
attributable to interest on municipal obligations. Exempt-interest dividends are
generally  excluded from the  calculation  of the gross income of recipients for
federal income tax purposes.

The Tax-Exempt Portfolio's principal business is tax-exempt investing.  However,
some of its  investments  or  activities  may  result in  taxable  income to its
shareholders, or other tax consequences. Possible tax effects include:

Alternative  Minimum Tax. Some securities  held by the Tax-Exempt  Portfolio may
pay  interest  which is a tax  preference  item for  purposes of  computing  the
federal alternative minimum tax for both individuals and corporations.

Taxable Income Dividends.  Some securities held by the Tax-Exempt  Portfolio may
pay interest that is taxable as ordinary income.

Capital Gains. Any "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.


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<PAGE>



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.



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                                   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                               5.8%                          --   
AA                                3.0%                          --   
A                                14.0%                         10.1% 
BBB                              13.2%                         47.1% 
BB                               15.6%                         10.0% 
B                                23.0%                         19.1% 
CCC                               3.2%                          --   
CC                                 --                           --   
C/NR                              3.3%                         0.5%  
Preferred Stock/NR               13.6%                         6.6%  
Cash, Equivalents and             5.3%                         6.6%  
 Assets Less Liabilities
Total                             100%                         100%
- ----------------------------------------------------------------------------

No other Portfolio 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
determines  that  such  securities  are  the  equivalent  of  investment   grade
securities.

                                        2

<PAGE>




                                   APPENDIX B

GLOSSARY OF INVESTMENT TERMS

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

I. EQUITY AND DEBT SECURITIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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


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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.







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