SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant | |
Check the appropriate box:
| | Preliminary Proxy Statement
| | Confidential, for Use of
Commission Only (as permittedby Rule 14a-6(e) (2))
|X| Definitive Proxy Statement
| | Definitive Additional Materials
| | Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
IDEX SERIES FUND
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
| | Fee paid previously with preliminary materials.
| | Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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[FUND LETTERHEAD]
Dear Fellow Shareholders:
As described in the enclosed proxy materials, your Fund's Board of Trustees (the
"Board") has approved a new Investment Advisory and Management Agreement between
the Fund and Idex Management, Inc. ("IMI"), and a new Investment Counsel
Agreement between IMI and Janus Capital Corporation ("Janus Capital"). These
agreements apply to the Capital Appreciation, Global, Growth, Balanced, and
Flexible Income Portfolios of the Fund (hereinafter referred to as the
"Janus-Managed Portfolios"), and are subject to shareholder approval. THESE NEW
AGREEMENTS ARE NECESSARY BECAUSE OF A CONTEMPLATED CHANGE IN THE OWNERSHIP OF
IMI, BUT NO CHANGE IS CONTEMPLATED IN THE NATURE OF SERVICES TO BE PROVIDED BY
JANUS CAPITAL TO EACH JANUS-MANAGED PORTFOLIO UNDER THE AGREEMENTS YOU ARE BEING
ASKED TO APPROVE.
While we encourage you to read the full text of the proxy materials, the
following is a brief overview:
* You are being asked to approve two new agreements relating to the
management of the Janus-Managed Portfolios, both approved by the Board at a
recent meeting.
* THE SERVICES CURRENTLY PROVIDED BY JANUS CAPITAL TO EACH JANUS-MANAGED
PORTFOLIO WILL CONTINUE TO BE PROVIDED UNDER THE AGREEMENTS YOU ARE BEING
ASKED TO APPROVE.
* The new agreements provide for the same management fees that are currently
being paid by the Janus-Managed Portfolios, but, in connection with the
Board's approval of the agreements, IMI and Janus Capital have undertaken
TO VOLUNTARILY WAIVE a portion of their respective fees so that the overall
management fee schedules for the Capital Appreciation, Growth, Balanced,
and Flexible Income Portfolios will be LOWER for at least two years.
* After careful consideration, the Board, including the independent trustees,
unanimously recommends that you vote "FOR" the approval of the new
agreements. We also support their approval.
Please use the direct toll-free telephone voting option, which is available 24
hours a day (see the enclosed "Vote by Telephone" Instructions card), or
complete, date, and sign the enclosed proxy card now to help save the cost and
time of additional solicitations. As always, we thank you for your confidence
and support.
Sincerely yours,
John R. Kenney G. John Hurley
Chairman of the Board President and Chief Executive Officer
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QUESTIONS AND ANSWERS TO ASSIST YOU IN CASTING YOUR VOTE "FOR" THE
APPROVAL OF THE IDEX MANAGEMENT, INC. AND JANUS AGREEMENTS
Q. WHY AM I BEING ASKED TO VOTE?
A. Because of a contemplated change in ownership of Idex Management Inc.
("IMI"), the Board of Trustees of the Fund recently approved a new
Management and Investment Advisory Agreement between the Fund and IMI, and
an Investment Counsel Agreement between IMI and Janus Capital Corporation.
These agreements relate only to the Capital Appreciation, Global, Growth,
Balanced, and Flexible Income Portfolios of the IDEX Series Fund (the
"Janus-Managed Portfolios").
Q. HOW DOES THE BOARD OF TRUSTEES SUGGEST THAT I VOTE?
A. After careful consideration, the Board of Trustees, including the
independent trustees, unanimously recommends that you vote "FOR" the
approval of the agreements.
Q. WILL JANUS CAPITAL STILL MANAGE MY PORTFOLIO?
A. Yes. By voting for the proposals, you will be approving the continuation of
Janus Capital as the investment adviser for the Janus-Managed Portfolios of
the IDEX Series Fund.
Q. WILL THERE BE ANY INCREASE IN FEES PAID BY THE PORTFOLIOS?
A. No. In connection with the Board's approval of the Agreements, IMI and
Janus Capital have undertaken TO VOLUNTARILY WAIVE A PORTION OF THEIR
MANAGEMENT FEES so that the overall management fee schedules for the
Capital Appreciation, Balanced, Growth, and Flexible Income Portfolios will
be lower for at least two years. The Global Portfolio's management fee
schedules will stay the same.
Q. DOES THIS VOTE COST ME OR MY IDEX PORTFOLIO ANYTHING?
A. No. The owners of IMI will bear the costs of this vote.
Q. WHY HAVE I RECEIVED MORE THAN ONE PROXY CARD?
A. You should have received one card for each Janus-Managed Portfolio in which
you own shares. If you own shares of more than one Janus-Managed Portfolio,
please complete, date, and sign a proxy card for each Portfolio.
Q. I OWN SHARES OF OTHER IDEX PORTFOLIOS, E.G., AGGRESSIVE GROWTH, INCOME
PLUS, ETC. HOW DO I VOTE THOSE SHARES?
A. The new agreements do not relate to non-Janus-Managed Portfolios, so you
will not receive a ballot for those shares.
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Q. IF I HAVE ONLY A FEW SHARES, DOES THE VOTE FOR MY SHARES MATTER?
A. Yes, all votes are meaningful.
Q. I HAVE UNTIL JUNE 10, 1998 TO VOTE. WHEN SHOULD I VOTE?
A. The earlier the better! Votes by a majority of shareholders are necessary
in order to approve the agreements, and your early vote will help save the
cost and time delays of additional solicitation. Please vote as early as
possible.
Q. HOW CAN I GET MORE INFORMATION?
A. More information is included in the proxy materials. If you would like
additional information, please call IDEX Customer Service at
1-888-233-4339.
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IDEX SERIES FUND
201 HIGHLAND AVENUE
LARGO, FLORIDA 33770-2597
(TOLL FREE) 1-888-233-4339
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
JUNE 10, 1998
To the shareholders of IDEX Series Fund:
Notice is hereby given that a special meeting of the shareholders of the Capital
Appreciation, Global, Growth, Balanced, and Flexible Income Portfolios (each, a
"Portfolio" and, together, the "Portfolios") of IDEX Series Fund (the "Fund")
will be held at 201 Highland Avenue, Largo, Florida, on the 10th day of June,
1998, at 3:00 p.m., local time, or any adjournment(s) thereof, for the following
purposes:
1. To approve a new Management and Investment Advisory Agreement between IDEX
Series Fund and Idex Management, Inc. ("IMI") with respect to the Capital
Appreciation, Global, Growth, Balanced and Flexible Income Portfolios;
2. To approve a new Investment Counsel Agreement between IMI and Janus Capital
Corporation with respect to the Capital Appreciation, Global, Growth,
Balanced and Flexible Income Portfolios; and
3. To transact such other business as may properly come before the meeting or
any adjournment thereof.
The Board of Trustees of the Fund (the "Board") has fixed the close of business
on March 30, 1998, as the record date for the determination of shareholders of
each Portfolio that are entitled to notice of, and to vote at, the meeting. You
are entitled to vote at the meeting and any adjournment(s) thereof if you owned
shares of any Portfolio at the close of business on March 30, 1998. If you
attend the meeting, you may vote your shares in person. If you do not expect to
attend the meeting, please either complete, date, sign and return the enclosed
proxy card in the enclosed postage paid envelope (one card for each Portfolio of
which you own shares), or vote by calling toll-free at 1-888- 836-5067, 24 hours
a day. Instructions for telephone voting are included on the enclosed card.
Note: You cannot vote by telephone if your shares are held in the name of your
brokerage firm (a "street name account"). If you have a street name account,
please complete your proxy card and return it as instructed. Your vote is
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important. If you mail your vote by proxy ballot or cast your vote by telephone
and then decide to attend the meeting, you may change your vote in person at the
meeting.
Each proposal set forth above has been unanimously approved by the Board with
respect to each Portfolio. The Board recommends that you vote shares of each
Portfolio which you are entitled to vote "FOR" each proposal with respect to
each Portfolio.
We look forward to your participation, and we thank you for your continued
confidence in the Fund.
By Order of the Board of Trustees,
IDEX Series Fund
Largo, Florida
April 16, 1998
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed proxy card, date and
sign the card, and return it in the envelope provided, or vote by telephone as
instructed above. Please complete one proxy card for each Portfolio with respect
to which you are entitled to vote. If you sign, date and return the proxy card
but give no voting instructions, your shares will be voted "FOR" each proposal
presented above. In order to avoid the additional expense and delay of further
solicitation, we ask for your cooperation in voting.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT
TO A SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO IDEX
MUTUAL FUNDS BY CALLING (888) 233-4339 OR BY WRITING TO THE FUND AT P.O. BOX
9015, CLEARWATER, FL 33758-9015.
SHAREHOLDERS OF EACH PORTFOLIO ARE INVITED TO ATTEND THE MEETING IN PERSON. IF
YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN THE PROXY CARD, AND
RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND
NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES, OR VOTE BY TELEPHONE FOLLOWING
THE INSTRUCTIONS ON THE ENCLOSED CARD.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT
YOU VOTE BY PHONE OR MAIL YOUR PROXY PROMPTLY.
<PAGE>
IDEX SERIES FUND
201 HIGHLAND AVENUE
LARGO, FLORIDA 33770-2597
(TOLL FREE) 1-888-233-4339
PROXY STATEMENT DATED APRIL 16, 1998
This is a proxy statement for the Capital Appreciation, Global, Growth, Balanced
and Flexible Income Portfolios (each, a "Portfolio" and collectively, the
"Portfolios") of the IDEX Series Fund (the "Fund"), a series mutual fund
consisting of several series or separate investment portfolios. This proxy
statement is being furnished in connection with the solicitation of proxies by
the Board of Trustees of the Fund (the "Board") to be used at the Fund's special
meeting of shareholders of the Portfolios or any adjournment(s) thereof (the
"Meeting"). The Meeting will be held on June 10, 1998 at 3:00 p.m., local time,
at 201 Highland Avenue, Largo, Florida 33770-2597.
The primary purposes of the Meeting are: (1) to permit the shareholders of each
Portfolio to consider a proposed Management and Investment Advisory Agreement
between Idex Management, Inc. ("IMI") and the Fund with respect to each
Portfolio (the "Proposed Advisory Agreement") to take effect following the
consummation of the transactions contemplated by a Stock Purchase Agreement,
dated as of March 20, 1998 (the "Purchase Agreement"), by and between Janus
Capital Corporation ("Janus Capital") and AUSA Holding Company ("AEGON") (such
transactions, the "Acquisition"), pursuant to which AEGON would become the sole
shareholder of IMI; and (2) to permit shareholders to consider a proposed
Investment Counsel Agreement between IMI and Janus Capital with respect to each
Portfolio (the "Proposed Sub-Advisory Agreement"), also to take effect following
the Acquisition.
The Acquisition could be deemed to result in an "assignment," as defined in the
Investment Company Act of 1940 (the "1940 Act"), of the existing Management and
Investment Advisory Agreements between the Fund and IMI with respect to each
Portfolio (each, a "Current Advisory Agreement"). As required by the 1940 Act,
each Current Advisory Agreement provides for its automatic termination in the
event of its assignment. In addition, each current Investment Counsel Agreement
between IMI and Janus Capital (each, a "Current Sub-Advisory Agreement")
provides for its automatic termination in the event of the assignment of the
Current Advisory Agreement for each respective Portfolio. Therefore, in
connection with the Acquisition, the Board is proposing that shareholders of
each Portfolio VOTE FOR the proposed agreements. THE PROPOSED ADVISORY AGREEMENT
AND THE PROPOSED SUB-ADVISORY AGREEMENT AS THEY RELATE TO EACH PORTFOLIO ARE
SUBSTANTIALLY IDENTICAL TO THE CORRESPONDING CURRENT ADVISORY AND CURRENT
SUB-ADVISORY AGREEMENTS.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with the directions indicated on your card provided it is timely
received properly executed. If you properly execute your voting instruction form
and give no voting instructions, your shares will be voted FOR all of the
proposals set forth herein. Abstentions will be counted as present for purposes
of determining a quorum, but will not be counted as voting with respect to those
proposals from which shareholders abstain. Voting instructions may be revoked at
any time prior to their exercise by
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execution of a subsequent voting instruction. The duly appointed proxies may, in
their discretion, vote upon such other matters as may properly come before the
Meeting.
VOTING INFORMATION
Shareholders of record of a Portfolio at the close of business on March 30, 1998
(the "Record Date") will be entitled to vote at the Meeting with respect to the
Proposed Advisory Agreement and Proposed Sub-Advisory Agreement as it relates to
that Portfolio in which they own shares of beneficial interest. With respect to
each proposal presented herein, shareholders are entitled to one vote for each
share held and fractional votes for fractional shares held with no share having
cumulative voting rights. With respect to each Portfolio, a majority of the
shares of beneficial interest outstanding on the Record Date, represented in
person or by proxy, will constitute a quorum for the Meeting, and therefore must
be present for the transaction of business at the Meeting. The determination as
to whether a quorum is present will be made with respect to each Portfolio. In
the event that a quorum is not present at the Meeting, or a quorum is present
but sufficient votes to approve one or both of the proposals are not received,
the persons named as proxies may propose one or more adjournments of the Meeting
to permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of the affected Portfolio's shares represented at
the Meeting in person or by proxy. Any such adjournment will apply only to the
Portfolio(s) that fail to achieve a quorum or where there are not sufficient
votes to approve one or both of the proposals with respect to such Portfolio(s).
Consummation of the Acquisition is, however, contingent upon the approval of
each proposal by each Portfolio.
The persons named as proxies will vote those proxies that they are entitled to
vote FOR either of the proposals for a Portfolio in favor of an adjournment of
the Meeting with respect to that Portfolio and will vote those proxies required
to be voted AGAINST either of the proposals for a Portfolio against such
adjournment. A shareholder vote may be taken on either of the proposals with
respect to each Portfolio prior to any such adjournment if sufficient votes have
been received and it is otherwise appropriate.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with your directions, if your proxy is timely received properly
executed, or your vote is received by telephone per the instructions on the
enclosed card. If you properly execute your proxy and give no voting
instructions with respect to either proposal, your shares will be voted FOR each
proposal as to which you are entitled to vote. The duly appointed proxies may,
in their discretion, vote upon such other matters as may properly come before
the Meeting.
Abstentions and "broker non-votes" (as defined below) are counted as shares
eligible to vote at the Meeting in determining whether a quorum is present, but
do not represent votes cast with respect to either of the proposals. "Broker
non-votes" are shares held by a broker or nominee as to which instructions have
not been received from the beneficial owners or persons entitled to vote and the
broker or nominee does not have discretionary voting power.
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You may revoke your proxy: (a) at any time prior to its exercise by written
notice of its revocation to the Secretary of the Fund at the above address prior
to the Meeting; (b) by the subsequent execution and return of another proxy
prior to the Meeting; or (c) by being present and voting in person at the
Meeting and giving oral notice of revocation to the Chairman of the Meeting.
As of the Record Date, each Portfolio had the number of outstanding shares of
beneficial interest set forth in the table below.
Number of Shares of Beneficial Interest
Portfolio Outstanding as of March 30, 1998
Capital Appreciation 1,593,775.913
Global 15,104,118.325
Growth 55,327,242.332
Balanced 1,636,348.931
Flexible Income 1,648,400.042
As of March 30, 1998, State Street Bank & Trust Co., P.O. Box 1992, Mail Stop
D-12, Boston, MA 02105-1992, owned 5,173,055.878 or 9.3% of the outstanding
shares of the Growth Portfolio as Trustee for the ConAgra Retirement Income
Savings Plan.
The principal solicitation of proxies will be by the mailing of this Proxy
Statement on or about April 16, 1998, but proxies may also be solicited by
telephone and/or in person by representatives of the Fund, regular employees of
Idex Investor Services, Inc., the transfer agent of the Fund, or its
affiliate(s), certain broker-dealers (who may be specifically compensated for
such services), and representatives of any independent proxy solicitation
service retained for the Meeting. Arrangements will be made with brokerage
houses and other custodians, nominees, and fiduciaries to forward proxies and
proxy materials to their principals. Costs of the Meeting, including the
preparation and mailing of the notice, Proxy Statement and proxy, and the
solicitation of proxies (including reimbursement to broker-dealers and others
who forward proxy materials to their clients), will be borne by Janus Capital
and AEGON, the first $200,000 to be borne by Janus Capital and the remainder to
be borne by AEGON.
Shareholder Communications Corporation ("SCC"), an independent proxy
solicitation service, may be engaged to solicit shareholder votes by telephone
on the Fund's behalf and will assist with direct telephonic voting.
As the date of the Meeting approaches, certain shareholders of the Fund may
receive a call from a representative of SCC if the Fund has not yet received
their votes. Authorization to permit SCC to execute proxies may be obtained from
shareholders by telephonic instructions. Proxies that are obtained
telephonically, either by direct voting or in the course of the solicitation
process, will be recorded in accordance with the procedures set forth below.
Management of the Fund believes that these procedures are reasonably designed to
ensure that the
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<PAGE>
identity of the shareholder casting the vote is accurately determined and that
the voting instructions of the shareholder are accurately reflected.
Furthermore, Management of the Fund believes that the telephone voting
procedures comply with applicable state law.
If you choose to cast your vote by telephone in accordance with the instructions
on the enclosed card, call the toll-free number specified and enter the control
number found on your ballot. The control number is unique to your ballot and
will be recorded by SCC by the control number entered.
In all cases where a telephonic proxy is solicited by SCC, the SCC
representative is required to ask the shareholder for such shareholder's full
name, address, social security or employer identification number, title (if the
person giving the proxy is authorized to act on behalf of an entity, such as a
corporation), the number of shares owned, and to confirm that the shareholder
has received the Proxy Statement in the mail. If the information solicited
agrees with the information provided to SCC by the Fund, then the SCC
representative has the responsibility to explain the process, read the proposal
listed on the proxy card, and ask for the shareholder's instructions on such
proposal. The SCC representative, although he or she is permitted to answer
questions about the solicitation process, is not permitted to recommend to the
shareholder how to vote, other than to read any recommendation set forth in the
Proxy Statement. SCC will record the shareholder's instructions on the card.
Within 72 hours, SCC will send the shareholder a letter or mailgram to confirm
the shareholder's vote and ask the shareholder to call SCC immediately if the
shareholder's instructions are not correctly reflected in the confirmation.
If a shareholder wishes to participate in the Meeting, but does not wish to give
a proxy by telephone, such shareholder may still submit the proxy card
originally sent with the Proxy Statement or attend the Meeting in person. Any
proxy given by a shareholder, whether in writing or by telephone, is revocable.
A shareholder may revoke the accompanying proxy or a proxy given telephonically
at any time prior to its use by filing with the Fund a written revocation or
duly executed proxy bearing a later date. In addition, any shareholder who
attends the Meeting in person may vote by ballot at the Meeting, thereby
canceling any proxy previously given.
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PROPOSAL 1:
APPROVAL OF NEW ADVISORY AGREEMENT
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The Fund, on behalf of each Portfolio, has entered into the Current Advisory
Agreements with IMI. Pursuant to each Current Advisory Agreement, IMI (or the
"Adviser") acts as investment adviser with respect to a Portfolio. Currently,
fifty percent (50%) of the outstanding capital stock of the Adviser is owned by
AEGON, and fifty percent (50%) of the Adviser's outstanding capital stock is
owned by Janus Capital (or the "Sub-Adviser").
THE ACQUISITION. AEGON and Janus Capital have entered into the Purchase
Agreement, pursuant to which AEGON will acquire Janus Capital's fifty percent
(50%) interest in IMI. Following the Acquisition, IMI will be a direct
wholly-owned subsidiary of AEGON.
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Among other conditions to the consummation of the Acquisition set forth in the
Purchase Agreement, the Purchase Agreement requires that the Proposed Advisory
Agreement (with IMI) and the Proposed Sub-Advisory Agreement (with Janus
Capital) be approved by the Board and shareholders of each respective Portfolio
as such agreements relate to each Portfolio. Also prior to the consummation of
the Acquisition, the Purchase Agreement restricts the ability of AEGON and Janus
Capital to solicit interest in purchase of IMI, a merger, consolidation, or
business combination with IMI, or new advisory or sub-advisory agreements
relating to the Portfolios. Further, prior to the consummation of the
Acquisition and other than as provided for in the Purchase Agreement, neither
AEGON nor Janus Capital may exercise any otherwise available option to purchase
the other's interest in IMI.
The Purchase Agreement further provides that if AEGON disposes of, or issues
securities convertible into, any portion of its interest in IMI within two (2)
years of the closing of the Acquisition to an entity other than an affiliate (as
defined in the 1940 Act) of AEGON, and receives consideration in excess of a
specified amount per share, AEGON must pay Janus Capital fifty percent (50%) of
the amount received in excess of the specified amount per share.
The Acquisition is expected to be completed in June 1998. If for any reason the
closing of the Acquisition does not occur, each of the Current Advisory and
Current Sub-Advisory Agreements will remain in effect subject to the terms and
conditions contained in each agreement.
IMI has advised the Fund that it anticipates, upon consummation of the
Acquisition, that the Adviser will continue to provide the same level of
management and investment advisory services as has been provided to each
Portfolio to date. The Acquisition will likely result in a change of the
composition of the Board of Directors of IMI. Currently, IMI's Board of
Directors consists of an equal number of persons affiliated with Janus Capital,
and persons affiliated with AEGON. Once the Acquisition is consummated, it is
expected that the persons affiliated with Janus Capital will resign from the
Board of Directors of IMI. The Purchase Agreement does not, however, contemplate
any changes, other than changes in the ordinary course of business, in the
management or operation of the Adviser relating to each Portfolio, or other
services or business activities of each Portfolio. The Acquisition is not
expected to result in material changes in the business, corporate structure or
composition of the personnel of the Adviser, or in the manner in which the
Adviser renders services to each Portfolio. Furthermore, under the Proposed
Sub-Advisory Agreement, Janus Capital will continue to serve as the Sub-Adviser
to each Portfolio. For a more detailed description of the Proposed Sub-Advisory
Agreement, please refer to Proposal No. 2, below.
In anticipation of the Acquisition and in order for IMI to continue to serve as
the investment adviser to each Portfolio after consummation of the Acquisition,
the Proposed Advisory Agreement must be approved as it relates to each Portfolio
(i) by a majority of the Trustees of the Fund who are not parties to the
Proposed Advisory Agreement or interested persons of any such party or
interested persons of the Fund as defined in Section 2(a)(19) of the 1940 Act
("Disinterested Trustees") and (ii) by the holders of a majority of the
outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act
("voting securities")) of each affected Portfolio of the Fund.
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Prior to and at a meeting on March 30, 1998, the Board, including a majority of
Disinterested Trustees, reviewed and, at the Board meeting, unanimously approved
the terms of the Proposed Advisory Agreement and authorized its submission to
the shareholders of the corresponding Portfolio for their approval. The Proposed
Advisory Agreement appears as Exhibit A to this Proxy Statement.
INFORMATION CONCERNING IMI. As discussed more fully above, IMI is a registered
investment adviser that currently is owned jointly by AEGON and Janus Capital.
IMI is located at 201 Highland Avenue, Largo, Florida 33770-2597. Once the
Acquisition is consummated, IMI will be a direct wholly-owned subsidiary of
AEGON. InterSecurities, Inc. ("ISI"), an affiliate of AEGON, serves as the
Fund's distributor and administrator. ISI is located at the same address as IMI.
DIRECTORS AND OFFICERS OF IMI. The following table sets forth certain
information concerning the principal executive officers and directors of the
Adviser. The address of each of the following persons is noted below.
Name and Position Address Principal Occupation
with IMI
Thomas M. Bailey 100 Fillmore Street Chairman, CEO, Director and
Director and Denver, Colorado 80206- President of Janus Capital;
Chairman of the 4928 Trustee, Chairman and President
Board of Janus Investment Fund and
Janus Aspen Series; Director of
Janus Distributors, Inc.;
Chairman and Director of IMI.
G. John Hurley 201 Highland Ave. President, Chief Executive
Director, President Largo, Florida 33770- Officer and Trustee of IDEX
and Chief Executive 2597 Series Fund; Executive Vice
Officer President and Director of WRL
Series Fund, Inc.; President,
Chief Executive Officer and
Director of ISI; President of
ISI Insurance Agency, Inc.;
Executive Vice President of
Western Reserve Life Assurance
Co. of Ohio; President, Chief
Executive Officer and Director
of IMI; President and Director
of Idex Investor Services, Inc.
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Name and Position Address Principal Occupation
with IMI
Steven R. Goodbarn 100 Fillmore Street Vice President of Finance,
Director Denver, Colorado 80206- Treasurer and Chief Financial
4928 Officer of Janus Service
Corporation,Janus Distributors,
Inc. and Janus Capital; Vice
President and Chief Financial
Officer of Janus Investment
Fund and Janus Aspen Series;
Director of IMI, Janus Service
Corporation and Janus
Distributors, Inc.; Director,
Treasurer and Vice President of
Finance of Janus Capital
International Ltd.
John R. Kenney 201 Highland Ave. Trustee and Chairman of IDEX
Director Largo, Florida 33770- Series Fund; Chairman of the
2597 Board of WRL Series Fund, Inc.;
Director of IMI; Chairman and
Director of ISI; Director of
ISI Insurance Agency, Inc.;
Chairman, President and Chief
Executive Officer of Western
Reserve Life Assurance Co. of
Ohio; Senior Vice President of
AEGON USA, Inc.
Thomas R. Moriarty 201 Highland Ave. Senior Vice President,
Vice President Largo, Florida 33770- Treasurer and Principal
2597 Financial Officer of IDEX
Series Fund; Senior Vice
President of ISI; Senior Vice
President of ISI Insurance
Agency, Inc.; Senior Vice
President of Idex Investor
Services, Inc.; Vice President
of IMI; Vice President of
Western Reserve Life Assurance
Co. of Ohio.
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Name and Position Address Principal Occupation
with IMI
Thomas E. Pierpan 201 Highland Ave. Vice President, Associate
Assistant Vice Largo, Florida 33770- General Counsel and Secretary
President, 2597 of IDEX Series Fund; Vice
Compliance Officer President, Associate General
and Assistant Counsel and Secretary of WRL
Secretary Series Fund, Inc.; Assistant
Vice President, Counsel and
Assistant Secretary of ISI;Vice
President, Associate General
Counsel and Assistant Secretary
of Western Reserve Life
Assurance Co. of Ohio;
Assistant Vice President,
Compliance Officer and
Assistant Secretary of IMI.
Christopher G. 201 Highland Ave. Vice President, Assistant
Roetzer Largo, Florida 33770- Treasurer and Principal
Assistant Vice 2597 Accounting Officer of IDEX
President Series Fund; Assistant Vice
President of ISI; Assistant
Vice President of ISI Insurance
Agency, Inc.; Vice President of
Idex Investor Services, Inc.;
Assistant Vice President of
IMI.
William G. 201 Highland Ave. Vice President and Treasurer of
Cummings Largo, Florida 33770- ISI; Assistant Vice President
Treasurer 2597 and Treasurer of
Idex Investor Services, Inc.;
VicePresident and Treasurer of
ISI Insurance Agency, Inc.;
Treasurer of IMI.
INFORMATION CONCERNING AEGON. AEGON, a financial services holding company
located at 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499, 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 direct wholly-owned subsidiary of AEGON U.S. Holding
Corporation, and ultimately an indirect wholly-owned subsidiary of AEGON nv, a
Netherlands corporation and publicly traded international insurance group.
INFORMATION CONCERNING JANUS CAPITAL. Janus Capital, the current sub-adviser to
the Portfolios, is located at 100 Fillmore Street, Denver, Colorado 80206.
Kansas City Southern Industries, Inc. ("KCSI") owns approximately 83% of Janus
Capital, most of which it acquired in 1984. KCSI is a publicly traded holding
company whose primary subsidiaries are engaged in transportation, information
processing, and financial services. Thomas H. Bailey, President and Chairman of
the
- 8 -
<PAGE>
Boards of Janus Capital and IMI, owns approximately 12% of Janus Capital's
voting stock and, by agreement with KCSI, selects a majority of Janus Capital's
Board.
None of the officers or Trustees of the Fund is an officer, employee, director,
or shareholder of Janus Capital.
CURRENT ADVISORY AGREEMENTS. Pursuant to each Portfolio's Current Advisory
Agreement, the Fund has contracted with IMI to provide investment management and
advisory services to the Portfolio. Each Portfolio's Current Advisory Agreement
was last approved by the Fund's Board of Trustees on March 30, 1998. Please
refer to Appendix A for the date that each of the Current Advisory Agreements
was initially approved by the Board, as well as the date that each of the
Current Advisory Agreements was last submitted to shareholders for approval and
the reason for such submission.
Subject to the supervision and direction of the Board, IMI is responsible for
managing each Portfolio in accordance with each Portfolio's stated investment
objective and policies. As compensation for its services to each Portfolio, IMI
receives the following compensation:
Growth, Capital Appreciation, and Balanced Portfolios Current Advisory Fee
(Average Daily Net Assets)
First $750 Million 1.0000%
Next $250 Million ($750 Million - 1 Billion) 0.9000%
Above $1 Billion 0.8500%
Global Portfolio Current Advisory Fee
(Average Daily Net Assets)
First $750 Million 1.0000%
Next $250 Million ($750 Million - 1 Billion) 0.9000%
Above $1 Billion 0.8500%
Flexible Income Portfolio Current Advisory Fee
(Average Daily Net Assets)
First $100 Million 0.9000%
Next $150 Million ($100 - 250 Million) 0.8000%
Above $250 Million 0.7000%
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<PAGE>
In addition to the investment advisory fee, under each Current Advisory
Agreement, 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 state and federal regulations, preparing, printing and
distributing reports to shareholders, Disinterested Trustees fees' and expenses,
interest, insurance, dues for trade associations and taxes.
Each Current Advisory Agreement contemplates that IMI will enter into a Current
Sub-Advisory Agreement with Janus Capital pursuant to which Janus Capital will
furnish investment information and advice to assist IMI in carrying out its
responsibilities under that Current Advisory Agreement (the "Delegation
Provision").
IMI voluntarily has agreed to reimburse each Portfolio, other than the Global
Portfolio, or waive fees, or both, to the extent that each Portfolio's normal
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 daily net assets. The Global Portfolio does not have an expense
limitation.
Each Current Advisory Agreement provides that it will continue in effect until
the date set forth in Appendix A, and from year to year thereafter so long as
such continuance is specifically approved at least annually by the vote of a
majority of the Disinterested Trustees of the Fund, cast in person at a meeting
called for the purpose of voting on the approval of the terms of such renewal,
and by either the Trustees of the Fund or the affirmative vote of a majority of
the outstanding voting securities of the affected Portfolio. Each Current
Advisory Agreement may be terminated with respect to each Portfolio at any time,
without penalty, by the Adviser, the Trustees of the Fund or by shareholders of
a Portfolio acting by vote of at least a majority of its outstanding voting
securities, on 60 days' written notice to the Adviser or by the Adviser if it
gives 60 days' written notice to the Fund. In addition, each Current Advisory
Agreement terminates automatically upon its assignment. Each Current Advisory
Agreement may be amended with respect to a Portfolio only with the approval by
the affirmative vote of a majority of the outstanding voting securities of such
Portfolio and the approval by the vote of a majority of the Disinterested
Trustees of the Fund, cast in person at a meeting called for the purpose of
voting on the approval of such amendment.
IMI does not provide investment management and advisory services to any
investment company other than the Fund.
Please refer to Appendix A for a listing of the fees paid to the Adviser by each
Portfolio during the last fiscal year for the Adviser's services under each
Current Advisory Agreement, and by each Portfolio to ISI pursuant to the "12b-1"
plans adopted with respect to each Portfolio.
PROPOSED ADVISORY AGREEMENT AND RECOMMENDATION OF THE BOARD
OF TRUSTEES
The following description of the Proposed Advisory Agreement is qualified by
reference to Exhibit A, which consists of the Proposed Advisory Agreement.
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<PAGE>
THE PROPOSED ADVISORY AGREEMENT IS SUBSTANTIALLY IDENTICAL TO THE RESPECTIVE
CURRENT ADVISORY AGREEMENT FOR EACH PORTFOLIO EXCEPT THAT: (I) THE EFFECTIVE
DATE OF THE PROPOSED ADVISORY AGREEMENT WILL BE THE LATER TO OCCUR OF (A)
OBTAINING SHAREHOLDER APPROVAL OR (B) THE CLOSING OF THE ACQUISITION; (II) THE
INITIAL TERM OF THE PROPOSED ADVISORY AGREEMENT WILL BE A PERIOD ENDING ON APRIL
30, 2000; AND (III) THE PROPOSED ADVISORY AGREEMENT RELATES TO ALL PORTFOLIOS.
THE PROPOSED ADVISORY AGREEMENT DOES NOT CONTEMPLATE ANY CHANGES IN THE NATURE
OF SERVICES PROVIDED BY THE ADVISER OR IN THE FEES PAYABLE BY EACH PORTFOLIO TO
IMI UNDER THE TERMS OF THE AGREEMENT.
In connection with the execution of the Purchase Agreement described above, and
subject to the consummation of the Acquisition, IMI has also undertaken, on a
voluntary basis, to waive a portion of the advisory fees payable by each of the
Capital Appreciation, Growth, Balanced, and Flexible Income Portfolios following
the closing of the Acquisition. This voluntary fee reduction, which IMI has
committed to continue for at least two years following the closing of the
Acquisition, such that the net advisory fees payable by each of the Capital
Appreciation, Growth, Balanced, and Flexible Income Portfolios would be as
follows:
Growth, Capital Appreciation, Proposed Voluntary Proposed Advisory Fee
and Balanced Portfolios Advisory Fee Fee Waiver (Net of Waived
(Average Daily Net Assets) Advisory Fees)
First $100 Million 1.0000% - 1.0000%
Next $400 Million 1.0000% 0.0250% 0.9750%
($100 - 500 Million)
Next $250 Million 1.0000% 0.0750% 0.9250%
($500 - 750 Million)
Next $250 Million 0.9000% 0.0250% 0.8750%
($750 Million - 1 Billion)
Above $1 Billion 0.8500% 0.0250% 0.8250%
Flexible Income Portfolio Proposed Voluntary Proposed Advisory Fee
(Average Daily Net Assets) Advisory Fee Fee Waiver (Net of Waived
Advisory Fees)
First $100 Million 0.9000% 0.0250% 0.8750%
Next $150 Million 0.8000% 0.0250% 0.7750%
($100 - 250 Million)
Above $250 Million 0.7000% 0.0250% 0.6750%
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<PAGE>
The Global Portfolio's advisory fees under the Proposed Advisory Agreement would
be as set forth above in the discussion of the Current Advisory Agreements
(i.e., no voluntary waivers would apply).
In addition, the Proposed Advisory Agreement clarifies the Delegation Provision
regarding the assumption by Janus Capital of direct portfolio management
responsibilities.
IMI has entered into separate Administrative Services Agreements (each, an
"Administrative Agreement" and together, the "Administrative Agreements")
pursuant to which ISI serves as the administrator with respect to each
Portfolio. Under the Administrative Agreements, ISI provides all services
required to carry on the general administrative and corporate affairs of each
Portfolio. For its services under each Administrative Agreement, ISI receives
fifty percent (50%) of the fees received by IMI under the corresponding Current
Advisory Agreement. It is contemplated that, upon the consummation of the
Acquisition, each Administrative Agreement between IMI and ISI will be
terminated and ISI's responsibilities under the Administrative Agreements will
be assumed by IMI.
EVALUATION BY THE BOARD. Prior to and at a meeting of the Board on March 30,
1998, the Board, including the Disinterested Trustees, reviewed information
regarding the Acquisition and the Proposed Advisory Agreement as it relates to
each Portfolio. The Board also discussed the Acquisition, its possible effects
on the Portfolios, the Fund, and related matters.
In evaluating the Proposed Advisory Agreement as it relates to each Portfolio,
the Board took into account that the Proposed Advisory Agreement, including the
terms relating to the services to be provided thereunder by the Adviser and the
expenses payable by that Portfolio, is substantially identical to each
Portfolio's Current Advisory Agreement, except for the effective date and the
initial term. The Board also took into account IMI's commitment to waive a
portion of the advisory fees otherwise payable by each of the Capital
Appreciation, Growth, Balanced, and Flexible Income Portfolios under the
Proposed Advisory Agreement, as described above, for at least two years
following the closing of the Acquisition. In reaching its decision to approve
the Proposed Advisory Agreement, the Board also considered possible benefits to
the Adviser, AEGON, and Janus Capital that may result from the Acquisition,
including the potential benefits to the Portfolios and to ISI, the distributor
of the Fund, resulting from Janus Capital's agreement to compensate ISI for its
services in connection with the promotion, marketing, and distribution of shares
of the Capital Appreciation, Growth, Balanced and Flexible Income Portfolios,
for at least two years following the closing of the Acquisition as described in
more detail below under "Proposed Sub-Advisory Agreement."
The Board also considered the terms of the Purchase Agreement and the possible
effects of the Acquisition upon the Adviser's organization, and upon the ability
of the Adviser to provide management services to each Portfolio. The Board
considered the skills and capabilities of the Adviser and the representations of
AEGON that no material change was planned in the current management or
facilities of the Adviser, including the delegation of some or all of its
responsibilities to Janus Capital. In this regard, representatives of AEGON were
available during the Board meeting in person to discuss the resources available
to the Adviser, after giving effect to the Acquisition, to
- 12 -
<PAGE>
secure for each Portfolio quality management, investment research, investment
advice and other client services. The Board considered the financial resources
of IMI and AEGON as well as AEGON's representation to the Board that it will
provide sufficient capital to support the operations of the Adviser. The Board
considered the reputation, expertise and resources of AEGON and its affiliates
in domestic and international financial markets. The Board also considered the
continued employment of members of senior management of the Adviser to be
important to help to assure continuity of the personnel primarily responsible
for maintaining the quality of management and other services for each Portfolio.
The Board was advised that IMI, Janus Capital, and AEGON intend to comply with
Section 15(f) of the 1940 Act. Section 15(f) of the 1940 Act permits, in the
context of a change in control of an investment adviser to a registered
investment company, the receipt by such investment adviser, or any of its
affiliated persons, of an amount or benefit in connection with such sale, as
long as two conditions are satisfied. First, Section 15(f), as applicable to
each Portfolio, requires that for a period of three (3) years immediately
following the closing of the Acquisition, no more than twenty-five percent (25%)
of the Fund's board of directors may be "interested persons" (as defined in the
1940 Act) of the Adviser, Janus Capital, or AEGON. The current composition of
the Board would be in compliance with such condition subsequent to the
Acquisition.
Second, as of the closing of the Acquisition and for a period of two (2) years
thereafter, an "unfair burden" must not be imposed on the Fund as a result of
the sale of an interest in the Adviser, or any express or implied terms,
conditions or understandings applicable thereto. The term "unfair burden," as
defined in the 1940 Act, includes any arrangement whereby the Adviser (or
predecessor or successor adviser) or any "interested person," as defined in the
1940 Act, of any such adviser, receives or is entitled to receive any
compensation, directly or indirectly, from the Fund or its shareholders (other
than fees for bona fide investment advisory and other services), or from any
person in connection with the purchase or sale of securities or other property
to, from or on behalf of the investment company (other than ordinary fees for
bona fide principal underwriting services).
Management of the Portfolios is aware of no circumstances arising from the
Acquisition, preparatory transactions to the Acquisition, or any potential
financing that might result in the imposition of an "unfair burden" on any
Portfolio. Moreover, Janus Capital and AEGON have agreed in the Purchase
Agreement that, as of the closing of the Acquisition and for at least three (3)
years thereafter, Janus Capital and AEGON will, and AEGON will cause IMI to, use
their best efforts to ensure compliance with Section 15(f) of the 1940 Act.
In evaluating and ultimately approving the Proposed Advisory Agreement, the
Board gave greatest weight to ensuring continuity of management of each
Portfolio, in light of the capabilities, resources, and personnel of IMI, as
well as the assurances regarding compliance with Section 15(f), the Board
concluded that such continuity was in the best interests of shareholders. The
Board also gave considerable weight to IMI's commitment to waive a portion of
the advisory fees otherwise payable by each of the Capital Appreciation, Growth,
Balanced, and Flexible Income Portfolios, as described above. After
consideration of the above factors, and such other factors and information that
the Board deemed relevant, the Board, including the Disinterested Trustees,
unanimously approved the Proposed Advisory Agreement as it relates to each
Portfolio and voted to recommend the approval of the agreement to the
shareholders of each Portfolio.
In the event that the shareholders do not approve the Proposed Advisory
Agreement with respect to any Portfolio, the Acquisition will not be
consummated. In the event the Acquisition is not
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<PAGE>
consummated, the Adviser would continue to serve as the investment adviser of
each Portfolio pursuant to the terms of that Portfolio's Current Advisory
Agreement.
If approved by the shareholders of each Portfolio, the Proposed Advisory
Agreement will become effective with respect to the respective Portfolio upon
the later to occur of (a) obtaining shareholder approval or (b) the closing of
the Acquisition. Consistent with the Board's regular, periodic schedule for
review and approval of agreements, if approved, the Proposed Advisory Agreement
will continue in effect for an initial period ending on April 30, 2000, and for
successive one year periods provided such continuance is approved at least
annually in the same manner as described above with respect to each Current
Advisory Agreement.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR"
PROPOSAL NO. 1
- --------------------------------------------------------------------------------
PROPOSAL 2:
APPROVAL OF PROPOSED INVESTMENT SUB-ADVISORY AGREEMENT WITH
JANUS CAPITAL
- --------------------------------------------------------------------------------
IMI, on behalf of each Portfolio, has entered into Current Sub-Advisory
Agreements with Janus Capital whereby Janus Capital provides investment counsel
services to each Portfolio. The shareholders are being asked to approve a
Proposed Sub-Advisory Agreement between IMI and Janus Capital with respect to
each Portfolio that will take effect upon the later to occur of (a) obtaining
shareholder approval or (b) the closing of the Acquisition. The Proposed
Sub-Advisory Agreement as it relates to each Portfolio is substantially
identical to the respective Current Sub-Advisory Agreement. The Proposed
Sub-Advisory Agreement appears as Exhibit B to this Proxy Statement.
INFORMATION CONCERNING JANUS CAPITAL. Janus Capital has provided investment
advice to mutual funds and other large financial clients since 1970. As of
December 31, 1997, Janus Capital had approximately $67 billion in assets under
management. For additional information concerning Janus Capital, please refer to
the section entitled "Information Concerning Janus Capital" under Proposal No.
1, above.
DIRECTORS AND OFFICERS OF JANUS CAPITAL. The following table sets forth certain
information concerning the directors and principal executive officers of the
Sub-Adviser. The address of each of the following persons is noted below.
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<PAGE>
Name and Position with Address Principal Occupation
Janus Capital
Thomas H. Bailey 100 Fillmore Street Chairman, CEO, Director and
Chairman, CEO, Director Denver, Colorado President of Janus Capital;
and President 80206-4928 Trustee, Chairman and
President of Janus Investment
Fund and Janus Aspen Series;
Director of Janus
Distributors, Inc.; Chairman
and Director of IMI.
James P. Craig 100 Fillmore Street Chief Investment Officer,
Chief Investment Officer, Denver, Colorado Vice Chairman and Director of
Vice Chairman and 80206-4928 Janus Capital; Trustee and
Director Executive Vice President of
Janus Investment Fund and
Janus Aspen Series.
Steven R. Goodbarn 100 Fillmore Street Vice President of Finance,
Vice President of Denver, Colorado Treasurer and Chief Financial
Finance, Treasurer and 80206-4928 Officer of Janus Service
Chief Financial Officer Corporation, Janus
Distributors, Inc. and Janus
Capital. Vice President and
Chief Financial Officer of
Janus Investment Fund and
Janus Aspen Series; Director
of IMI, Janus Service
Corporation and Janus
Distributors, Inc.; Director,
Treasurer and Vice President
of Finance of Janus Capital
International Ltd.
Margie G. Hurd 100 Fillmore Street Vice President and Chief
Vice President and Chief Denver, Colorado Operations Officer of Janus
Operations Officer 80206-4928 Capital; Director and
President of Janus Service
Corporation.
Mark B. Whiston 100 Fillmore Street Vice President and Chief
Vice President and Chief Denver, Colorado Marketing Officer
Marketing Officer 80206-4928 of Janus Capital; Director
and President of Janus
Capital International Ltd.
Michael E. Herman 4900 Oak Chairman of the Finance
Director Kansas City, Committee of Ewing Marion
Missouri 64112 Kauffman Foundation.
Thomas A. McDonnell 333 West 11th Street President, CEO and Director
Director 5th Floor of DST Systems, Inc.
Kansas City,
Missouri 64105
- 15 -
<PAGE>
Name and Position with Address Principal Occupation
Janus Capital
Landon H. Rowland 114 W. 11th Street President and CEO of KCSI.
Director Kansas City,
Missouri 64105
Michael N. Stolper 525 B Street President of Stolper &
Director Suite 1080 Company, an investment
San Diego, California performance consultant.
92101
Appendix B indicates the size of each investment company having an investment
objective similar to that of a Portfolio that is advised or sub-advised by Janus
Capital, and the advisory fee rate.
CURRENT SUB-ADVISORY AGREEMENTS. Pursuant to each Current Sub-Advisory
Agreement, IMI contracts with the Sub-Adviser for investment counsel services
for each Portfolio. Each Portfolio's Current Sub-Advisory Agreement was last
approved by the Fund's Board of Trustees on March 30, 1998. Please refer to
Appendix B for the date that each of the Current Sub-Advisory Agreements was
initially approved by the Board, as well as the date that each of the Current
Sub-Advisory Agreements was last submitted to shareholders for approval and the
reason for such submission.
Under the terms of each Current Sub-Advisory Agreement, the Sub-Adviser provides
investment advisory assistance and portfolio management advice to IMI. Subject
to review and supervision by the Adviser and the Board, the Sub-Adviser is
responsible for the actual management of each Portfolio and for making decisions
to buy, sell or hold any particular security, and the Sub-Adviser places orders
to buy or sell securities on behalf of each Portfolio. The Sub-Adviser bears all
of its expenses in connection with the performance of its services, such as
compensating and furnishing office space for its officers and employees
connected with investment and economic research, trading and investment
management of each Portfolio. The Sub-Adviser is also responsible for selecting
the broker-dealers who execute the portfolio transactions for each Portfolio.
For its services, the Sub-Adviser receives monthly compensation from IMI in the
amount of 50% of the investment management fees received by IMI with respect to
each Portfolio. Accordingly, the Sub-Adviser receives the following
compensation:
Growth, Capital Appreciation, and
Balanced Portfolios
(Average Daily Net Assets) Current Sub-Advisory Fee
First $750 Million 0.5000%
Next $250 Million ($750 Million - 1 Billion) 0.4500%
Above $1 Billion 0.4250%
Global Portfolio
(Average Daily Net Assets) Current Sub-Advisory Fee
First $750 Million 0.5000%
Next $250 Million ($750 Million - 1 Billion) 0.4500%
Above $1 Billion 0.4250%
Flexible Income Portfolio
(Average Daily Net Assets) Current Sub-Advisory Fee
First $100 Million 0.4500%
Next $150 Million ($100 - 250 Million) 0.4000%
Above $250 Million 0.3500%
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<PAGE>
In addition, under each Current Sub-Advisory Agreement, the Sub-Adviser is
eligible to receive additional compensation from IMI if the Portfolios' assets
are below certain minimum asset thresholds. Under its terms, each Current
Sub-Advisory Agreement for a Portfolio will continue in effect until the date
set forth in Appendix B, and from year to year thereafter so long as such
continuance is specifically approved at least annually by the vote of a majority
of the Disinterested Trustees of the Fund, cast in person at a meeting called
for the purpose of voting on the approval of the terms of such renewal, and by
either the Board or the affirmative vote of a majority of the outstanding voting
securities of each Portfolio (as that phrase is defined in the 1940 Act). Each
Current Sub-Advisory Agreement may be terminated with respect to a Portfolio at
any time, without penalty, by the Sub-Adviser, the Board or by shareholders of
each Portfolio acting by vote of at least a majority of its outstanding voting
securities (as that phrase is defined in the 1940 Act), on 60 days' written
notice to the Sub-Adviser or by the Sub-Adviser if it gives 60 days' written
notice to IMI and the Fund. In addition, each Current Sub-Advisory Agreement
terminates automatically upon its assignment, and upon termination of the
Current Advisory Agreement for the corresponding Portfolio. Each Current
Sub-Advisory Agreement may be amended with respect to each Portfolio only with
the approval by the affirmative vote of a majority of the outstanding voting
securities of that Portfolio (as that phrase is defined in the 1940 Act) and the
approval by the vote of a majority of the Disinterested Trustees of the Fund,
cast in person at a meeting called for the purpose of voting on the approval of
such amendment.
Please refer to Appendix B for a listing of the fees paid to the Sub-Adviser by
each Portfolio during the last fiscal year for the Sub-Adviser's services under
each Current Sub-Advisory Agreement.
PROPOSED SUB-ADVISORY AGREEMENT AND RECOMMENDATION OF THE
BOARD OF TRUSTEES
The following description of the Proposed Sub-Advisory Agreement is qualified by
reference to Exhibit B, which consists of the Proposed Sub-Advisory Agreement.
THE PROPOSED SUB-ADVISORY AGREEMENT IS SUBSTANTIALLY IDENTICAL TO THE
CORRESPONDING CURRENT SUB-ADVISORY AGREEMENT EXCEPT THAT: (I) THE EFFECTIVE DATE
OF THE PROPOSED SUB-ADVISORY
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<PAGE>
AGREEMENT WILL BE THE LATER TO OCCUR OF (A) OBTAINING SHAREHOLDER APPROVAL OR
(B) THE CLOSING OF THE ACQUISITION; (II) THE INITIAL TERM OF THE PROPOSED
SUB-ADVISORY AGREEMENT WILL BE A PERIOD ENDING ON APRIL 30, 2000; (III) THE
PROPOSED SUB-ADVISORY AGREEMENT RELATES TO ALL PORTFOLIOS; AND (IV) UNDER THE
PROPOSED SUB-ADVISORY AGREEMENT, THE SUB-ADVISER WILL NO LONGER BE ELIGIBLE TO
RECEIVE ADDITIONAL COMPENSATION FROM IMI IF THE PORTFOLIOS' ASSETS ARE BELOW
CERTAIN MINIMUM ASSET THRESHOLDS ("TARGET ASSET COMPENSATION"). THE PROPOSED
SUB-ADVISORY AGREEMENT CURRENTLY DOES NOT CONTEMPLATE ANY CHANGES IN THE NATURE
OF SERVICES PROVIDED BY THE SUB-ADVISER, OR THE COMPENSATION (OTHER THAN THE
TARGET ASSET COMPENSATION) PAYABLE BY IMI TO THE SUB-ADVISER FOR ITS SERVICES.
ASSUMING THAT THE PROPOSED SUB-ADVISORY AGREEMENT IS APPROVED BY SHAREHOLDERS,
JANUS CAPITAL WILL CONTINUE TO SERVE AS THE INVESTMENT SUB-ADVISER TO EACH
PORTFOLIO PURSUANT TO THE TERMS OF THE PROPOSED ADVISORY AGREEMENT UNTIL SUCH
TIME AS THE AGREEMENT IS AMENDED OR TERMINATED IN ACCORDANCE WITH ITS TERMS.
Consistent with the clarification of the Delegation Provision in the Proposed
Advisory Agreement, the Proposed Sub-Advisory Agreement includes clarifying
changes regarding the assumption by Janus Capital of direct portfolio management
responsibilities.
In connection with the execution of the Purchase Agreement described above,
Janus Capital has also undertaken, on a voluntary basis, to waive a portion of
the sub-advisory fees payable by IMI to Janus Capital on behalf of each of the
Capital Appreciation, Growth, Balanced, and Flexible Income Portfolios for at
least two (2) years following the closing of the Acquisition, such that the net
sub-advisory fees payable by IMI on behalf of each of the Capital Appreciation,
Growth, Balanced, and Flexible Income Portfolios would be as follows:
Growth, Capital Appreciation, Proposed Sub- Voluntary Proposed Sub-Advisory
and Balanced Portfolios Advisory Fee Fee Waiver Fee (Net of Waived
(Average Daily Net Assets) Sub-Advisory Fees)
First $100 Million 0.5000% - 0.5000%
Next $400 Million 0.5000% 0.0125% 0.4875%
($100 - 500 Million)
Next $250 Million 0.5000% 0.0625% 0.4375%
($500 - 750 Million)
Next $250 Million 0.4500% 0.0125% 0.4375%
($750 Million - 1 Billion)
Above $1 Billion 0.4250% 0.0125% 0.4125%
Flexible Income Portfolio Proposed Sub- Voluntary Proposed Sub-Advisory
(Average Daily Net Assets) Advisory Fee Fee Waiver Fee (Net of Waived
Sub-Advisory Fees)
First $100 Million 0.4500% 0.0125% 0.4375%
Next $150 Million 0.4000% 0.0125% 0.3875%
($100 - 250 Million)
Above $250 Million 0.3500% 0.0125% 0.3375%
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<PAGE>
The Global Portfolio's sub-advisory fees under the Proposed Sub-Advisory
Agreement would be as set forth above in the discussion of the Current
Sub-Advisory Agreements (i.e., no voluntary waivers would apply).
Also in connection with the execution of the Purchase Agreement described above,
and subject to the consummation of the Acquisition, Janus Capital has agreed
that it will, for at least two years following the closing of the Acquisition,
and provided that it continues to serve as Sub-Adviser to the Portfolios,
compensate ISI for its services in connection with promotion, marketing, and
distribution in an amount equal to 0.0375% of the average daily net assets of
each of the Capital Appreciation, Growth, Balanced, and Flexible Income
Portfolios at certain asset levels.
EVALUATION BY THE BOARD. Prior to and at the meeting of the Board on March 30,
1998, the Trustees of the Fund, including the Disinterested Trustees, reviewed
information regarding the Acquisition and the Proposed Sub-Advisory Agreement as
it relates to each Portfolio. The Board also discussed the Acquisition, its
possible effects on each Portfolio, the Fund, and related matters.
In evaluating the Proposed Sub-Advisory Agreement as it relates to each
Portfolio, the Board took into account that each Portfolio's Current
Sub-Advisory Agreement, including the terms relating to the services to be
provided thereunder by the Sub-Adviser and the expenses payable by the
Portfolio, is substantially identical to the Proposed Sub-Advisory Agreement,
except for the effective date and the initial term. The Board also took into
account the possibility that Janus Capital would waive a portion of the
sub-advisory fees otherwise payable under the Proposed Sub-Advisory Agreement.
In reaching its decision to approve the Proposed Sub-Advisory Agreement, the
Board also considered possible benefits to the Adviser, AEGON, and Janus Capital
that may result from the Acquisition, including the potential benefits to the
Portfolios and to ISI, the distributor of the Fund, resulting from Janus
Capital's agreement to compensate ISI for its services in connection with the
promotion, marketing, and distribution of shares of the Portfolios following the
closing of the Acquisition. The additional resources provided to ISI by Janus
Capital in this regard were viewed by the Board as substantially enhancing the
ability of ISI to market the Portfolios, thus potentially increasing their asset
size, improving economies of scale, and reducing expense ratios of the
Portfolios in the future.
- 19 -
<PAGE>
The Board also considered the terms of the Purchase Agreement and the possible
effects of the Acquisition upon the Sub-Adviser's organization and upon the
ability of the Sub-Adviser to provide advisory services to each Portfolio. The
Board considered the skills and capabilities of the Sub-Adviser. In this regard,
representatives of Janus Capital were available during the Board meeting in
person to discuss the resources available to the Sub-Adviser to continue to
secure for each Portfolio quality investment research, investment advice and
other client services. The Board considered the financial resources of Janus
Capital and Janus Capital's representation to the Board that it will provide
sufficient capital to support its operations. The Board considered the
reputation, expertise and resources of Janus Capital and its affiliates in
domestic and international financial markets. The Board also considered the
desirability of retaining, subject to ordinary turnover, the personnel currently
primarily responsible for providing investment advisory and other services for
each Portfolio.
As discussed above under the discussion of the evaluation by the Board of the
Proposed Advisory Agreement, the Board was advised that IMI, AEGON, and Janus
Capital intend to comply with Section 15(f) of the 1940 Act.
In evaluating and ultimately approving the Proposed Advisory Agreement, the
Board gave greatest weight to ensuring continuity of management of each
Portfolio, in light of the capabilities, resources, and personnel of Janus
Capital, as well as the assurances regarding compliance with Section 15(f), the
Board concluded that such continuity was in the best interests of shareholders.
The Board also gave considerable weight to Janus Capital's commitment to waive a
portion of the advisory fees otherwise payable by each of the Capital
Appreciation, Growth, Balanced, and Flexible Income Portfolios, as described
above. After consideration of the factors discussed in Proposal No. 1, above,
and such other factors and information that the Board deemed relevant, the
Board, including the Disinterested Trustees, unanimously approved the Proposed
Sub-Advisory Agreement and voted to recommend approval of the agreement to the
shareholders of each Portfolio.
In the event that shareholders of a Portfolio do not approve the Proposed
Sub-Advisory Agreement with respect to such Portfolio, the Acquisition will not
be consummated. In the event the Acquisition is not consummated, the Sub-Adviser
would continue to serve as sub-adviser to each Portfolio pursuant to the terms
of each Portfolio's Current Sub-Advisory Agreement.
If approved by the shareholders of each Portfolio, the Proposed Sub-Advisory
Agreement with respect to such Portfolio will become effective upon the later to
occur of (a) obtaining shareholder approval or (b) the closing of the
Acquisition. Consistent with the Board's regular, periodic schedule for review
and approval of agreements, if approved, the Proposed Sub-Advisory Agreement
will continue in effect for an initial period ending on April 30, 2000, and for
successive one year periods provided such continuance is approved at least
annually in the same manner as described above with respect to each Current
Sub-Advisory Agreement.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR"
PROPOSAL NO. 2
SHAREHOLDER PROPOSALS
As a general matter, the Fund does not hold annual meetings of shareholders.
Shareholders wishing to submit proposals for inclusion in a proxy statement for
a subsequent shareholders' meeting should send their written proposals to the
Secretary of the Fund, 201 Highland Avenue, Largo, Florida 33770-2597.
- 20 -
<PAGE>
OTHER BUSINESS
Management knows of no business to be presented to the Meeting other than the
matters set forth in this Proxy Statement, but should any other matter requiring
a vote of shareholders arise, the proxies will vote thereon according to their
best judgment in the interests of the Portfolios.
By Order of the Board of Trustees,
IDEX Series Fund
Largo, Florida
- 21 -
<PAGE>
APPENDIX A
CURRENT ADVISORY AGREEMENTS
Date of Initial Date of and Date of Fees Paid to IMI
Shareholder Reason for Expiration of Pursuant to Advisory
Approval Most Recent Original Agreement
Portfolio Shareholder Agreement (For the Year Ended
Approval October 31, 1997)1
Capital 12/02/94
Appreciation 12/02/94 (Initial 4/22/99 $ 45,071
Approval)
Growth2 5/08/86 5/08/86 4/22/99 $11,676,637
(Initial
Approval)
Balanced 12/02/94 12/02/94 4/22/99 $ (4,940)
(Initial
Approval)
Global 10/01/92 10/01/92 4/22/99 $ 2,224,062
(Initial
Approval)
Flexible 10/01/93 10/01/93 4/22/99 $ 60,744
Income (Initial
Approval)
- --------
1 Net of fees reimbursed.
2 Class T shares of the Growth Portfolio are not subject to annual distribution
and service fees.
A - 1
<PAGE>
Current 12b-1 Plans
Portfolio Fees Paid to ISI Fees Paid to ISI Fees Paid to ISI
Pursuant to 12b-1 Plan Pursuant to 12b-1 Plan Pursuant to 12b-1 Plan
(For the Year Ended (For the Year Ended (For the Year Ended
October 31, 1997) - October 31, 1997) - October 31, 1997) -
A Shares B Shares C Shares
Capital $101,220 $11,393 $16,113
Appreciation
Growth1 $2,078,144 $45,223 $66,392
Balanced $53,905 $10,874 $8,595
Global $832,592 $173,248 $129,673
Flexible $55,535 $3,489 $5,943
Income
A-2
<PAGE>
APPENDIX B
CURRENT SUB-ADVISORY AGREEMENTS
Portfolio Date of Initial Date of and Date of Fees Paid to Janus
Shareholder Reason for Expiration of Capital Pursuant to
Approval Most Recent Original Sub-Advisory
Shareholder Agreement Agreement
Approval (For the Year Ended
October 31, 1997)1
Capital 12/02/94
Appreciation 12/02/94 (Initial 4/22/99 $ 22,536
Approval)
Growth 5/08/86 5/08/86 4/22/99 $ 5,838,319
(Initial
Approval)
Balanced 12/02/94 12/02/94 4/22/99 $ N/A
(Initial
Approval)
Global 10/01/92 10/01/92 4/22/99 $ 1,112,031
(Initial
Approval)
Flexible 10/01/93 10/01/93 4/22/99 $ 30,372
Income (Initial
Approval)
- --------
1 Net of fees reimbursed.
B - 1
<PAGE>
COMPARABLE PORTFOLIOS MANAGED
BY JANUS CAPITAL
Comparable Assets of each Rate of Investment
Advised or Comparable Portfolio Advisory or
Name of Portfolio Sub-Advised (in Millions) Sub-Advisory Fee
Portfolio (as of 1/31/98) (as a percentage of
portfolio assets)
and Any Waivers
JANUS Balanced $420.6 .75% on first $300
INVESTMENT Portfolio million
FUND .70% on next $200
Janus Balanced Fund million
.65% on assets over
$500 million
JANUS ASPEN Balanced $386.3 .75% on first $300
SERIES Portfolio million2
Balanced Portfolio .70% on next $200
million
.65% on assets over
$500 million
JANUS Capital $535.9 .75% on first $300
INVESTMENT Appreciation million
FUND Portfolio .70% on next $200
Janus Enterprise million
Fund .65% on assets over
$500 million
- --------
2 Janus Capital has agreed to reduce the advisory fee of Capital
Appreciation, Worldwide Growth and Balanced Portfolios of Janus Aspen Series to
the extent that such fee exceeds the effective rate of the Janus retail fund
corresponding to such Portfolio (Janus Olympus, Janus Worldwide and Janus
Balanced Funds, respectively). The effective rate is the advisory fee calculated
by the corresponding retail fund as of the last day of each calendar quarter
(expressed as an annual rate). The effective rates of Janus Olympus Fund, Janus
Worldwide Fund and Janus Balanced Fund were .71%, .65% and .74%, respectively,
for the quarter ended December 31, 1997.
B - 2
<PAGE>
COMPARABLE PORTFOLIOS MANAGED
BY JANUS CAPITAL
JANUS ASPEN Capital $499.6 .75% on first $300
SERIES Appreciation million2
Aggressive Growth Portfolio .70% on next $200
Portfolio million
.65% on assets over
$500 million
ALLMERICA Capital $229.7 .60% on first $100
INVESTMENT Appreciation million, 55% over $100
TRUST - Portfolio million
Select Capital
Appreciation Fund
JOHN HANCOCK Capital $41.1 .60% on first $100
VARIABLE SERIES Appreciation million, .55% over $100
TRUST I Portfolio million
Mid Cap Growth
Portfolio
JNL SERIES TRUST Capital $72.6 .55% on first $100
JNL Capital Growth Appreciation million, .50% on $100-
Series Portfolio 500 million, .45% over
$500 million
MAXIM SERIES Capital $14.0 .60% on first $100
FUND, INC. - Appreciation million, 55% on next
Mid-Cap Portfolio Portfolio $400 million and .45%
on assets over $500
million
METROPOLITAN Capital $117.0 .55% on first $100
SERIES FUND - Appreciation million, .50% on next
Janus Mid-Cap Portfolio $400 million, .45% over
Portfolio $500 million
SIERRA TRUST Capital $226.9 .55% on first $100
FUNDS - Appreciation million, .50% over $100
Emerging Growth Portfolio million
Fund
B - 3
<PAGE>
COMPARABLE PORTFOLIOS MANAGED
BY JANUS CAPITAL
THE SIERRA Capital $44.4 .55% on first $25
VARIABLE TRUST - Appreciation million, .50% over $25
Emerging Growth Portfolio million
Fund
JANUS Global $11,128.0 .75% on first $300
INVESTMENT Portfolio million
FUND .70% on next $200
Janus Worldwide million
Fund .65% on assets over
$500 million
JANUS ASPEN Global $1,673.1 .75% on first $300
SERIES Portfolio million2
Worldwide Growth .70% on next $200
Portfolio million
.65% on assets over
$500 million
JNL SERIES TRUST Global $158.0 .55% on first $100
JNL Global Equities Portfolio million, .50% on $100-
Series 500 million, .45% over
$500 million
NEW ENGLAND Global $62.3 .65% on first $50
FUNDS TRUST I - Portfolio million, .60% on next
New England Star $50 million, .55% over
Worldwide Fund $100 million
JANUS Growth $661.0 .75% on first $300
INVESTMENT Portfolio million
FUND .70% on next $200
Janus Olympus Fund million
.65% on assets over
$500 million
B - 4
<PAGE>
COMPARABLE PORTFOLIOS MANAGED
BY JANUS CAPITAL
JANUS ASPEN Growth $7.7 .75% on first $300
SERIES Portfolio million2
Capital Appreciation .70% on next $200
Portfolio million
.65% on assets over
$500 million
TRAVELER'S FUND Growth $424.8 .55% on first $100
U Portfolio million, .50% on next
Capital Appreciation $400 million, .45% over
Portfolio $500 million
WRL SERIES FUND, INC. Growth $1,900.4 .40%
Growth Portfolio Portfolio
SUNAMERICA Growth $38.0 .55% on first $50
STYLE SELECT Portfolio million, .50% on next
SERIES $450 million, .45% over
Aggressive Growth $500 million
Portfolio
JANUS Flexible $820.2 .65% on first $300
INVESTMENT Income million3
FUND Portfolio .55% on assets over
Janus Flexible $300 million
Income Fund
JANUS ASPEN Flexible $59.8 .65% on first $300
SERIES Income million3
Flexible Income Portfolio .55% on assets over
Portfolio $300 million
- --------
3 Subject to total expense limit of 1.00%.
B - 5
<PAGE>
EXHIBIT A
IDEX SERIES FUND
PROPOSED MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT
This Agreement, entered into as of the later of June __, 1998 (closing of
Acquisition) and approval by shareholders of each Portfolio, as defined below,
by a vote of at least a majority of outstanding voting securities of such
Portfolio as defined in Section 2(a)(42) of the Investment Company Act of 1940,
as amended (the "1940 Act"), between IDEX Series Fund, a Massachusetts business
trust (referred to herein as the "Fund") and Idex Management, Inc., a Delaware
corporation (referred to herein as "Idex Management"), to provide certain
advisory services to certain series of shares of beneficial interest in the Fund
as listed on the attached Schedule A to this Agreement (each a "Portfolio,"
collectively the "Portfolios").
The Fund is registered as an open-end investment company under the 1940
Act, and consists of more than one series of shares, including the Portfolios.
In managing the Portfolios, as well as in the conduct of certain of its affairs,
the Fund wishes to have the benefit of the investment advisory services of Idex
Management and its assistance in performing certain management, administrative
and promotional functions. Idex Management desires to furnish services for the
Portfolios and to perform the functions assigned to it under this Agreement for
the considerations provided. Accordingly, the parties of agreed as follows:
1. Appointment. The Fund hereby appoints Idex Management as the Portfolios'
investment adviser and administrator for the period and on the terms set forth
in this Agreement. Idex Management accepts such appointment and agrees to render
or cause to be rendered the services set forth for the compensation herein
specified. In all matters relating to the performance of this Agreement, Idex
Management will act in conformity with the Fund's Declaration of Trust, Bylaws
and registration statement applicable to the Portfolios and with the
instructions and direction of the Board of Trustees of the Fund, and will
conform to and comply with the 1940 Act and all other applicable federal or
state laws and regulations.
2. Investment Advisory Services. In its capacity as investment adviser to
the Portfolios, Idex Management shall have the following responsibilities:
(a) to provide a continuous investment program for each Portfolio including
advice as to the acquisition, holding or disposition of any or all of the
securities or other assets which the Portfolios may own or contemplate
acquiring from time to time, consistent with the Fund's Declaration of
Trust and each Portfolio's investment objective and policies adopted and
declared by the Board of Trustees and stated in the Portfolios' current
Prospectus;
(b) to cause the officers of Idex Management to attend meetings and furnish
oral or written reports, as the Fund may reasonably require, in order to
keep the Trustees and appropriate officers of the Fund fully informed as to
the conditions of the investment securities of the Portfolios, the
investment recommendations of Idex Management, and the investment
considerations which have given rise to those recommendations; and
(c) to supervise the purchase and sale of securities as directed by the
appropriate officers of the Fund, including the selection of brokers and
dealers to execute such transactions, consistent with paragraph 8 hereof.
<PAGE>
It is understood and agreed that Idex Management intends to enter into an
Investment Counsel Agreement with Janus Capital Corporation ("Janus Capital"), a
Colorado corporation, pursuant to which Idex Management may delegate some or all
of its responsibilities under this Section 2. The compensation to be paid to
Janus Capital for such services shall be set forth in Schedule A to the
Investment Counsel Agreement; provided, however, that such Agreement shall be
approved by the Board of Trustees and by the holders of the outstanding voting
securities of each of the Portfolios in accordance with the requirements of
Section 15 of the 1940 Act, and shall otherwise be subject to, and contain such
provisions as shall be required by, the 1940 Act.
3. Management and Administrative Services. Idex Management shall furnish or
make available to the Portfolios the services of executive and management
personnel to supervise the performance of all administrative, recordkeeping,
shareholder relations, regulatory reporting and compliance, and all other
functions of the Portfolios, including supervising and coordinating the services
of the Portfolios' custodian and transfer agent. Idex Management shall also
assist in the preparation of reports to shareholders of the Portfolios and
prepare sales literature promoting sale of the Portfolios' shares as requested
by the Fund.
4. Allocation of Expenses. During the term of this Agreement, each
Portfolio will bear all expenses not expressly assumed by Idex Management
incurred in the operation of each Portfolio and the offering of its shares.
Without limiting the generality of the foregoing:
(a) Each Portfolio shall pay (i) fees payable to Idex Management pursuant
to this Agreement; (ii) the cost (including brokerage commissions, if any)
incurred in connection with purchases and sales of each Portfolio's
portfolio securities; (iii) expenses of organizing the Portfolio; (iv)
filing fees and expenses relating to registering and qualifying and
maintaining the registration and qualification of a Portfolio's shares for
sale under federal and state securities laws; (v) its allocable share of
the compensation, fees and reimbursements paid to the Fund's non-interested
Trustees; (vi) custodian and transfer agent fees; (vii) legal and
accounting expenses allocable to each Portfolio, including costs for local
representation in Massachusetts and fees of special counsel, if any, for
the independent Trustees; (viii) all federal, state and local tax
(including stamp, excise, income and franchise taxes and the preparation
and filing of all returns and reports in connection therewith; (ix) cost of
certificates and delivery to purchasers; (x) expenses of preparing and
filing reports with federal and state regulatory authorities; (xi) expenses
of shareholders' meetings and of preparing, printing and distributing proxy
statements (unless otherwise agreed to by the Fund and Idex Management);
(xii) costs of any liability, uncollectible items of deposit and other
insurance or fidelity bonds; (xiii) any costs, expenses or losses arising
out of any liability of or claim for damage or other relief asserted
against the Fund for violation of any law; (xiv) expenses of preparing,
typesetting and printing prospectuses and supplements thereto for existing
shareholders and of reports and statements to shareholders; (xv) fees and
expenses in connection with membership in investment company organizations;
and (xvi) any extraordinary expenses incurred by the Fund on behalf of the
Portfolios.
(b) Idex Management shall pay (i) all expenses incurred by it in the
performance of its duties under this Agreement; and (ii) compensation, fees
and expenses of officers and Trustees of the Fund, except for such Trustees
who are not interested persons (as defined in the 1940 Act) of Idex
Management;
(c) If, for any fiscal year, the total expenses of a Portfolio, including
but not limited to: the fees to Idex Management, compensation to its
custodian, transfer agent, registrar, auditors and legal counsel, printing
expense, and fees, compensation and expenses to Trustees who are not
interested persons, exceed any expense limitation imposed by applicable
state law, Idex Management shall reimburse a Portfolio for such excess in
the manner and to the extent required by applicable state law; provided,
however, that Idex Management shall reimburse each Portfolio (except
Global) for the amount of such
2
<PAGE>
expenses which exceed 1-1/2% of the Portfolio's average daily net assets.
For purposes of this sub-paragraph, "total expenses" shall not include
interest, taxes, litigation expenses, brokerage commissions or other costs
incurred in acquiring or disposing of any of a Portfolio's portfolio
securities, expenses incurred pursuant to a Portfolio's Plan of
Distribution under Rule 12b-1 of the 1940 Act, or any costs arising other
than in the ordinary and necessary course of a Portfolio's business.
5. Obligations of Fund. The Fund shall have the following obligations under
the Agreement:
(a) to keep Idex Management continuously and fully informed as to the
composition of its investment portfolio of each Portfolio and the nature of
all of its assets and liabilities from time to time;
(b) to furnish Idex Management with a certified copy of any financial
statement or report prepared for a Portfolio by certified or independent
public accountants, and with copies of any financial statements or reports
made to its shareholders or to any governmental body or securities
exchange;
(c) to furnish Idex Management with any further materials or information
which Idex Management may reasonably request to enable it to perform its
functions under this Agreement; and
(d) to compensate Idex Management for its services in accordance with the
provisions of Section 6 hereof.
6. Compensation. Each Portfolio shall pay to Idex Management for its
services a fee, computed daily and paid monthly, payable on the last day of each
month during which or part of which this Agreement is in effect, as set forth on
Schedule A attached to this Agreement, as it may be amended from time to time in
accordance with Section 15 below. For the month during which this Agreement
becomes effective and the month during which it terminates, however, there shall
be an appropriate pro-ration of the fee payable for such month based on the
number of calendar days of such month during which this Agreement is effective.
7. Treatment of Investment Advice. With respect to a Portfolio, the Fund
shall retain full control over its own investment policies. However, the
Trustees of the Fund may delegate to the appropriate officers of the Fund, or to
a committee of Trustees, the power to authorize purchases, sales or other
actions affecting each Portfolio in the interim between meetings of the
Trustees, provided such action is consistent with the established investment
policy of the Trustees and is reported to the Trustees at their next meeting.
8. Brokerage Commissions. For purposes of this Agreement, brokerage
commissions paid by a Portfolio upon the purchase or sale of its portfolio
securities shall be considered a cost of securities of the Portfolio and shall
be paid by the Portfolio. Idex Management is authorized and directed to place a
Portfolio's securities transactions, or to delegate to Janus Capital the
authority and direction to place a Portfolio's securities transactions, only
with brokers and dealers who render satisfactory service in the execution of
orders at the most favorable prices and at reasonable commission rates;
provided, however, that Idex Management or Janus Capital, may pay a broker or
dealer an amount of commission for effecting a securities transaction in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction if Idex Management or Janus Capital determines in
good faith that such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer
viewed in terms of either that particular transaction or the overall
responsibilities of Idex Management or Janus Capital. Idex Management and Janus
Capital are also authorized to consider sales of Portfolio shares (which shall
be deemed to include also shares of other registered investment companies with
the same investment adviser) by
3
<PAGE>
a broker-dealer or the recommendation of a broker-dealer to its customers that
they purchase Portfolio shares as a factor in selecting broker-dealers to
execute the Portfolio's securities transactions, provided that in placing
portfolio business with such broker-dealers, Idex Management and Janus Capital
shall seek the best execution of each transaction and all such brokerage
placement shall be consistent with the Conduct Rules of the National Association
of Securities Dealers, Inc. Notwithstanding the foregoing, the Fund shall retain
the right to direct the placement of all securities transactions of each
Portfolio, and the Trustees may establish policies or guidelines to be followed
by Idex Management and Janus Capital in placing portfolio transactions for each
Portfolio pursuant to the foregoing provisions. Idex Management shall report on
the placement of portfolio transactions each quarter to the Trustees of the
Fund.
9. Purchases by Affiliates. Neither Idex Management nor any officer or
Director thereof shall take a long or short position in the securities issued by
the Portfolios. This prohibition, however, shall not prevent the purchase from a
Portfolio of shares issued by the Fund on behalf of the Portfolio, by the
officers or Directors of Idex Management (or by deferred benefit plans
established for their benefit) at the current price available to the public, or
at such price with reductions in sales charge as may be permitted by the Fund's
current prospectus, in accordance with Section 22(d) of the 1940 Act.
10. Term. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for an initial term of 23 months ending April 30,
2000, and shall continue in effect from year to year thereafter, provided such
continuance is specifically approved at least annually by the vote of a majority
of the Trustees of the Fund who are not parties hereto or interested persons (as
that term is defined in Section 2(a)(19) of the 1940 Act, as amended) of any
such party, cast in person at a meeting called for the purpose of voting on the
approval of the terms of such renewal, and by either the Trustees of the Fund or
the affirmative vote of a majority of the outstanding voting securities of each
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act.
11. Termination. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Fund, or with respect to a Portfolio, by the
shareholders of such Portfolio acting by vote of at least a majority of its
outstanding voting securities (as that phrase is defined in Section 2(a)(42) of
the 1940 Act), provided in either case that 60 days' written notice of
termination be given to Idex Management at its principal place of business. This
Agreement may be terminated by Idex Management at any time by giving 60 days'
written notice of termination to the Fund, addressed to its principal place of
business.
12. Use of Name. If this Agreement is terminated and Idex Management no
longer serves as investment adviser to the Portfolios, Idex Management reserves
the right to withdraw from the Fund the use of the name "IDEX" with respect to
the Portfolios or any name misleadingly implying a continuing relationship
between the Portfolios and Idex Management or any of its affiliates.
13. Liability of Idex Management. Idex Management may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the 1940 Act, neither Idex Management nor its officers,
directors, employees or agents shall be subject to any liability to the Fund or
the Portfolios or any shareholder of the Portfolios for any error of judgment,
mistake of law or any loss arising out of any investment or other act or
omission in the course of, connected with or arising out of any service to be
rendered hereunder, except by reason of willful misfeasance, bad faith or gross
negligence in its performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement.
14. Assignment. This Agreement shall terminate automatically in the event
of any assignment (as the term is defined in Section 2(a)(4) of the 1940 Act) of
this Agreement.
4
<PAGE>
15. Amendments. This Agreement may be amended only with the approval by the
affirmative vote of a majority of the outstanding voting securities of each
affected Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940
Act) and the approval by the vote of a majority of Trustees of the Fund who are
not parties hereto or interested persons (as that phrase is defined in Section
2(a)(19) of the 1940 Act) of any such party, cast in person at a meeting called
for the purpose of voting on the approval of such amendment.
16. Prior Agreements. This Agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this Agreement.
17. Limitation of Liability. A copy of the Fund's Declaration of Trust is
on file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this Agreement is executed on behalf of the Trustees as
Trustees of the Fund and not individually, and that the obligations under this
Agreement are not binding upon any of the Trustees, officers, shareholders,
agents or employees of the Fund individually, but binding only upon the assets
and property of the Portfolios.
ATTEST: IDEX MANAGEMENT, INC.
By:
William H. Geiger, Secretary G. John Hurley
President and Chief
Executive Officer
ATTEST: IDEX SERIES FUND
By:
Thomas E. Pierpan, Secretary
John R. Kenney
Chairman of the Board
5
<PAGE>
Management and Investment Advisory Agreement
SCHEDULE A
PORTFOLIO PERCENTAGE OF MONTHLY AVERAGE DAILY TERMINATION DATE
NET ASSETS
Growth, Global, Balanced 1.000% of the first $750 million of April 30, 2000
and Capital Appreciation the Portfolio's average daily net
assets; 0.9000% of the next $250
million of assets; and 0.8500% of
assets in excess of $1 billion
Flexible Income 0.9000% of the first $100 million of April 30, 2000
the Portfolio's average daily net
assets; 0.8000% of the next $150
million in assets; and 0.7000% of
assets in excess of $250 million
<PAGE>
EXHIBIT B
IDEX SERIES FUND
PROPOSED INVESTMENT COUNSEL AGREEMENT
This Agreement is entered into as of the later of June __ 1998 (closing of
Acquisition) and approval by shareholders of each Portfolio, as defined below,
by a vote of at least a majority of outstanding voting securities of such
Portfolio as defined in Section 2(a)(42) of the Investment Company Act of 1940,
as amended (the "1940 Act"), between IDEX MANAGEMENT, INC., a Delaware
corporation (referred to herein as "Idex Management"), and JANUS CAPITAL
CORPORATION, a Colorado corporation (referred to herein as "Janus Capital").
WHEREAS, Idex Management entered into a Management and Investment Advisory
Agreement (referred to herein as the "Advisory Agreement"), dated as of the
later of June 1, 1998 (closing of Acquisition) and approval by shareholders of
each Portfolio, as defined below, by a vote of at least a majority of
outstanding voting securities of such Portfolio as defined in Section 2(a)(42)
of the 1940 Act, with IDEX Series Fund, a Massachusetts business trust (referred
to herein as the "Fund") on behalf of the Portfolios listed on the attached
Schedule A to this Agreement (each a "Portfolio," collectively, "Portfolios"),
under which Idex Management has agreed, among other things, to act as investment
adviser to each Portfolio.
WHEREAS, the Advisory Agreement provides that Idex Management may engage
Janus Capital to furnish investment information and advice to assist Idex
Management in carrying out its responsibilities under the Advisory Agreement as
investment adviser to each Portfolio.
WHEREAS, it is the purpose of this Agreement to express the mutual
agreements of the parties hereto with respect to the services to be provided by
Janus Capital to Idex Management and the terms and conditions under which such
services will be rendered.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:
1. Services of Janus Capital. Janus Capital shall act as investment counsel
to Idex Management with respect to each Portfolio. In this capacity, Janus
Capital shall have the following responsibilities:
(a) provide a continuous investment program for each Portfolio including
advice as to the acquisition, holding or disposition of any or all of
the securities or other assets which a Portfolio may own or
contemplate acquiring from time to time;
(b) to cause its officers to attend meetings of Idex Management or the
Fund and furnish oral or written reports, as Idex Management may
reasonably require, in order to keep Idex Management and its officers
and the Trustees of the Fund and appropriate officers of the Fund
fully informed as to the condition of the investment portfolio of each
Portfolio, the investment recommendations of Janus Capital, and the
investment considerations which have given rise to those
recommendations;
(c) to furnish such statistical and analytical information and reports as
may reasonably be required by Idex Management from time to time; and
(d) to supervise the purchase and sale of securities as directed by the
appropriate officers of the Fund.
2. Obligations of Idex Management. Idex Management shall have the following
obligations under this Agreement:
(a) to keep Janus Capital continuously and fully informed as to the
composition of each Portfolio's investment portfolio and the nature of
each Portfolio's assets and liabilities from time to time;
1
<PAGE>
(b) to furnish Janus Capital with a certified copy of any financial
statement or report prepared for each Portfolio by certified or
independent public accountants, and with copies of any financial
statements or reports made by a Portfolio to its shareholders or to
any governmental body or securities exchange;
(c) to furnish Janus Capital with any further materials or information
which Janus Capital may reasonably request to enable it to perform its
functions under this Agreement;
(d) to compensate Janus Capital for its services under this Agreement by
the payment of fees as set forth on Schedule A attached to this
Agreement, as it may be amended from time to time in accordance with
Section 10 below, less (ii) 50% of any amount reimbursed to the
Portfolio by Idex Management pursuant to the provisions of Section 4
(c) of the Advisory Agreement. In the event that this Agreement shall
be effective for only part of a period to which any such fee received
by Idex Management is attributable, then an appropriate pro-ration of
the fee that would have been payable hereunder if this Agreement had
remained in effect until the end of such period shall be made, based
on the number of calendar days in such period and the number of
calendar days during the period in which this Agreement was in effect.
The fees payable to Janus Capital hereunder shall be payable upon
receipt by Idex Management from the Portfolio of fees payable to Idex
Management under Section 6 of the Advisory Agreement; and
3. Treatment of Investment Advice. Idex Management may direct Janus Capital
to furnish its investment information, advice and recommendations directly to
officers of the Fund.
4. Purchases by Affiliates. Neither Janus Capital nor any of its officers
or Directors shall take a long or short position in the securities issued by the
Portfolios. This prohibition, however, shall not prevent the purchase from a
Portfolio of shares issued by the Fund on behalf of the Portfolios by the
officers and Directors of Janus Capital (or deferred benefit plans established
for their benefit) at the current price available to the public, or at such
price with reductions in sales charge as may be permitted in the Fund's current
prospectus in accordance with Section 22(d) of the Investment Company Act of
1940, as amended (the "1940 Act").
5. Liability of Janus Capital. Janus Capital may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the 1940 Act, neither Janus Capital nor its officers, directors,
employees or agents shall be subject to any liability to the Fund or any
shareholders of the Fund for any error of judgment, mistake of law or any loss
arising out of any investment or other act or omission in the course of,
connected with or arising out of any service to be rendered hereunder, except by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of reckless disregard of its obligations and duties
under this Agreement.
6. Compliance With Laws. Janus Capital represents that it is, and will
continue to be throughout the term of this Agreement, an investment adviser
registered under all applicable federal and state laws. In all matters relating
to the performance of this Agreement, Janus Capital will act in conformity with
the Fund's Declaration of Trust, Bylaws, and current prospectus and with the
instructions and direction of Idex Management and the Fund's Trustees, and will
conform to and comply with the 1940 Act and all other applicable federal or
state laws and regulations.
7. Termination. This Agreement shall terminate automatically with respect
to a Portfolio upon the termination of the Advisory Agreement with respect to
such Portfolio. This Agreement may be terminated at any time with respect to a
Portfolio, without penalty, by Idex Management or by the Fund by giving 60 days'
written notice of such termination to Janus Capital at its principal place of
business, provided that such termination is approved by the Board of Trustees of
the Fund or by vote of a majority of the outstanding voting securities (as that
phrase is defined in Section 2(a)(42) of the 1940 Act) of the affected
Portfolio. This Agreement may be terminated at any time by Janus Capital by
giving 60 days' written notice of such termination to the Fund and Idex
Management at their respective principal places of business.
8. Assignment. This Agreement shall terminate automatically in the event of
any assignment (as that term is defined in Section 2(a)(4) of the 1940 Act) of
this Agreement.
2
<PAGE>
9. Term. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for an initial term of 23 months from the later of
June __, 1998 (closing of Acquisition) and Shareholder approval, and shall
continue in effect from year to year thereafter so long as such continuance is
specifically approved at least annually by the vote of a majority of the
Trustees of the Fund who are not parties hereto or interested persons (as that
term is defined in Section 2(a)(19) of the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on the approval of the
terms of such renewal, and by either the Trustees of the Fund or the affirmative
vote of a majority of the outstanding voting securities of the Fund (as that
phrase is defined in Section 2(a)(42) of the 1940 Act).
10. Amendments. This Agreement may be amended with respect to a Portfolio
only with the approval by the affirmative vote of a majority of the outstanding
voting securities (as that phrase is defined in Section 2(a)(42) of the 1940
Act) of such Portfolio and the approval by the vote of a majority of the
Trustees of the Fund who are not parties hereto or interested persons (as that
term is defined in Section 2(a)(19) of the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on the approval of such
amendment.
11. Prior Agreements. This agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
ATTEST: JANUS CAPITAL CORPORATION
______________________________ By:____________________________________
Secretary Title:
ATTEST: IDEX MANAGEMENT, INC.
______________________________ By:____________________________________
William H. Geiger, Secretary G. John Hurley
President and Chief Executive Officer
3
<PAGE>
Investment Counsel Agreement
SCHEDULE A
PORTFOLIO PERCENTAGE OF MONTHLY AVERAGE DAILY TERMINATION DATE
NET ASSETS
Growth, Global, Balanced 0.5000% of the first $750 million of April 30, 2000
and Capital Appreciation the Portfolio's average daily net
assets; 0.4500% of the next $250
million of assets; and 0.4250% of
assets in excess of $1 billion
Flexible Income 0.4500% of the first $100 million of April 30, 2000
the Portfolio's average daily net
assets; 0.4000% of the next $150
million in assets; and 0.3500% of
assets in excess of $250 million
4
<PAGE>
IDEX SERIES FUND & LOGO IDEX Series Fund
{VENDOR NAME & ADDRESS} Global Portfolio
Proxy For The Special Meeting of Shareholders
{Shareholder name, address, Tax ID/SS #} June 10, 1998
The undersigned hereby appoints G. John
Hurley and Thomas R. Moriarty, and each of
them, proxy for the undersigned, with the
power of substitution, to vote with the
same force and effect as the undersigned, at
the Special Meeting of Shareholders of the
Capital Appreciation, Global, Growth,
Balanced and Flexible Income Portfolios of
the IDEX Series Fund (the "Fund"), to be
held at 201 Highland Avenue, Largo, Florida
33770, on Wednesday, June 10, 1998, at 3:00
p.m. (Eastern Daylight Savings Time) and at
any adjournment thereof, upon the matters
set forth below, all in accordance with and
as more fully described in the Notice of
Special Meeting and Proxy Statement, dated
April 13, 1998, receipt of which is hereby
acknowledged.
In their discretion, the Proxies are
authorized to vote upon such other business
as may properly come before the meeting or
any adjournment thereof.
If you have any questions with regard to
this Proxy, please call IDEX Customer
Service at (888) 233-4339 between 8:00 a.m.
and 7:00 p.m. Eastern Daylight Savings Time.
This proxy, when properly executed, will be
voted in the manner directed herein by the
undersigned shareholder. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED `FOR'
PROPOSALS 1 AND 2.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
PLEASE VOTE BY PHONE OR MARK, SIGN,
DATE AND RETURN THIS PROXY IN THE YOU MAY ALSO VOTE BY TELEPHONE
ACCOMPANYING ENVELOPE AS SOON AS (See enclosed "Vote by Telephone" Instructions)
POSSIBLE, THANK YOU. TO VOTE, If you vote by telephone,
MARK BLOCKS BELOW IN BLUE OR BLACK DO NOT mail back your proxy.
INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
- - - - - - - - - - - - - -- - - - -- - - - - -- - - - - -- - - -- - - -- - - - --
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
IDEX SERIES FUND
GLOBAL PORTFOLIO
THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF TRUSTEES, WHICH RECOMMENDS A
VOTE "FOR" PROPOSAL # 1 and #2:
Vote on Proposals For Against Abstain
1. Proposal to approve a new management and
investment advisory agreement between the
Fund and Idex Management, Inc. ("IMI") with
respect to the Capital Appreciation, Global,
Growth, Balanced and Flexible Income
Portfolios. [ ] [ ] [ ]
2. Proposal to approve a new sub-advisory
agreement between IMI and Janus Capital
Corporation with respect to the Capital
Appreciation, Global, Growth, Balanced and
Flexible Income Portfolios. ( ) ( ) ( )
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors,
administrators, etc., should so indicate. If shareholder is a corporation
or partnership, please sign in full corporate or partnership name by
authorized person.
Signature Signature (Joint Owners) Date
<PAGE>
IDEX SERIES FUND & LOGO IDEX Series Fund
{VENDOR NAME & ADDRESS} Growth Portfolio
Proxy For The Special Meeting of Shareholders
{Shareholder name, address, Tax ID/SS #} June 10, 1998
The undersigned hereby appoints G. John
Hurley and Thomas R. Moriarty, and each of
them, proxy for the undersigned, with the
power of substitution, to vote with the
same force and effect as the undersigned, at
the Special Meeting of Shareholders of the
Capital Appreciation, Global, Growth,
Balanced and Flexible Income Portfolios of
the IDEX Series Fund (the "Fund"), to be
held at 201 Highland Avenue, Largo, Florida
33770, on Wednesday, June 10, 1998, at 3:00
p.m. (Eastern Daylight Savings Time) and at
any adjournment thereof, upon the matters
set forth below, all in accordance with and
as more fully described in the Notice of
Special Meeting and Proxy Statement, dated
April 13, 1998, receipt of which is hereby
acknowledged.
In their discretion, the Proxies are
authorized to vote upon such other business
as may properly come before the meeting or
any adjournment thereof.
If you have any questions with regard to
this Proxy, please call IDEX Customer
Service at (888) 233-4339 between 8:00 a.m.
and 7:00 p.m. Eastern Daylight Savings Time.
This proxy, when properly executed, will be
voted in the manner directed herein by the
undersigned shareholder. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED `FOR'
PROPOSALS 1 AND 2.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
PLEASE VOTE BY PHONE OR MARK, SIGN,
DATE AND RETURN THIS PROXY IN THE YOU MAY ALSO VOTE BY TELEPHONE
ACCOMPANYING ENVELOPE AS SOON AS (See enclosed "Vote by Telephone" Instructions)
POSSIBLE, THANK YOU. TO VOTE, If you vote by telephone,
MARK BLOCKS BELOW IN BLUE OR BLACK DO NOT mail back your proxy.
INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
- - - - - - - - - - - - - -- - - - -- - - - - -- - - - - -- - - -- - - -- - - - --
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
IDEX SERIES FUND
GLOBAL PORTFOLIO
THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF TRUSTEES, WHICH RECOMMENDS A
VOTE "FOR" PROPOSAL # 1 and #2:
Vote on Proposals For Against Abstain
1. Proposal to approve a new management and
investment advisory agreement between the
Fund and Idex Management, Inc. ("IMI") with
respect to the Capital Appreciation, Global,
Growth, Balanced and Flexible Income
Portfolios. [ ] [ ] [ ]
2. Proposal to approve a new sub-advisory
agreement between IMI and Janus Capital
Corporation with respect to the Capital
Appreciation, Global, Growth, Balanced and
Flexible Income Portfolios. ( ) ( ) ( )
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors,
administrators, etc., should so indicate. If shareholder is a corporation
or partnership, please sign in full corporate or partnership name by
authorized person.
Signature Signature (Joint Owners) Date
<PAGE>
IDEX SERIES FUND & LOGO IDEX Series Fund
{VENDOR NAME & ADDRESS} Balanced Portfolio
Proxy For The Special Meeting of Shareholders
{Shareholder name, address, Tax ID/SS #} June 10, 1998
The undersigned hereby appoints G. John
Hurley and Thomas R. Moriarty, and each of
them, proxy for the undersigned, with the
power of substitution, to vote with the
same force and effect as the undersigned, at
the Special Meeting of Shareholders of the
Capital Appreciation, Global, Growth,
Balanced and Flexible Income Portfolios of
the IDEX Series Fund (the "Fund"), to be
held at 201 Highland Avenue, Largo, Florida
33770, on Wednesday, June 10, 1998, at 3:00
p.m. (Eastern Daylight Savings Time) and at
any adjournment thereof, upon the matters
set forth below, all in accordance with and
as more fully described in the Notice of
Special Meeting and Proxy Statement, dated
April 13, 1998, receipt of which is hereby
acknowledged.
In their discretion, the Proxies are
authorized to vote upon such other business
as may properly come before the meeting or
any adjournment thereof.
If you have any questions with regard to
this Proxy, please call IDEX Customer
Service at (888) 233-4339 between 8:00 a.m.
and 7:00 p.m. Eastern Daylight Savings Time.
This proxy, when properly executed, will be
voted in the manner directed herein by the
undersigned shareholder. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED `FOR'
PROPOSALS 1 AND 2.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
PLEASE VOTE BY PHONE OR MARK, SIGN,
DATE AND RETURN THIS PROXY IN THE YOU MAY ALSO VOTE BY TELEPHONE
ACCOMPANYING ENVELOPE AS SOON AS (See enclosed "Vote by Telephone" Instructions)
POSSIBLE, THANK YOU. TO VOTE, If you vote by telephone,
MARK BLOCKS BELOW IN BLUE OR BLACK DO NOT mail back your proxy.
INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
- - - - - - - - - - - - - -- - - - -- - - - - -- - - - - -- - - -- - - -- - - - --
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
IDEX SERIES FUND
GLOBAL PORTFOLIO
THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF TRUSTEES, WHICH RECOMMENDS A
VOTE "FOR" PROPOSAL # 1 and #2:
Vote on Proposals For Against Abstain
1. Proposal to approve a new management and
investment advisory agreement between the
Fund and Idex Management, Inc. ("IMI") with
respect to the Capital Appreciation, Global,
Growth, Balanced and Flexible Income
Portfolios. [ ] [ ] [ ]
2. Proposal to approve a new sub-advisory
agreement between IMI and Janus Capital
Corporation with respect to the Capital
Appreciation, Global, Growth, Balanced and
Flexible Income Portfolios. ( ) ( ) ( )
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors,
administrators, etc., should so indicate. If shareholder is a corporation
or partnership, please sign in full corporate or partnership name by
authorized person.
Signature Signature (Joint Owners) Date
<PAGE>
IDEX SERIES FUND & LOGO IDEX Series Fund
{VENDOR NAME & ADDRESS} Capital Appreciation Portfolio
Proxy For The Special Meeting of Shareholders
{Shareholder name, address, Tax ID/SS #} June 10, 1998
The undersigned hereby appoints G. John
Hurley and Thomas R. Moriarty, and each of
them, proxy for the undersigned, with the
power of substitution, to vote with the
same force and effect as the undersigned, at
the Special Meeting of Shareholders of the
Capital Appreciation, Global, Growth,
Balanced and Flexible Income Portfolios of
the IDEX Series Fund (the "Fund"), to be
held at 201 Highland Avenue, Largo, Florida
33770, on Wednesday, June 10, 1998, at 3:00
p.m. (Eastern Daylight Savings Time) and at
any adjournment thereof, upon the matters
set forth below, all in accordance with and
as more fully described in the Notice of
Special Meeting and Proxy Statement, dated
April 13, 1998, receipt of which is hereby
acknowledged.
In their discretion, the Proxies are
authorized to vote upon such other business
as may properly come before the meeting or
any adjournment thereof.
If you have any questions with regard to
this Proxy, please call IDEX Customer
Service at (888) 233-4339 between 8:00 a.m.
and 7:00 p.m. Eastern Daylight Savings Time.
This proxy, when properly executed, will be
voted in the manner directed herein by the
undersigned shareholder. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED `FOR'
PROPOSALS 1 AND 2.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
PLEASE VOTE BY PHONE OR MARK, SIGN,
DATE AND RETURN THIS PROXY IN THE YOU MAY ALSO VOTE BY TELEPHONE
ACCOMPANYING ENVELOPE AS SOON AS (See enclosed "Vote by Telephone" Instructions)
POSSIBLE, THANK YOU. TO VOTE, If you vote by telephone,
MARK BLOCKS BELOW IN BLUE OR BLACK DO NOT mail back your proxy.
INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
- - - - - - - - - - - - - -- - - - -- - - - - -- - - - - -- - - -- - - -- - - - --
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
IDEX SERIES FUND
GLOBAL PORTFOLIO
THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF TRUSTEES, WHICH RECOMMENDS A
VOTE "FOR" PROPOSAL # 1 and #2:
Vote on Proposals For Against Abstain
1. Proposal to approve a new management and
investment advisory agreement between the
Fund and Idex Management, Inc. ("IMI") with
respect to the Capital Appreciation, Global,
Growth, Balanced and Flexible Income
Portfolios. [ ] [ ] [ ]
2. Proposal to approve a new sub-advisory
agreement between IMI and Janus Capital
Corporation with respect to the Capital
Appreciation, Global, Growth, Balanced and
Flexible Income Portfolios. ( ) ( ) ( )
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors,
administrators, etc., should so indicate. If shareholder is a corporation
or partnership, please sign in full corporate or partnership name by
authorized person.
Signature Signature (Joint Owners) Date
<PAGE>
IDEX SERIES FUND & LOGO IDEX Series Fund
{VENDOR NAME & ADDRESS} Flexible Income Portfolio
Proxy For The Special Meeting of Shareholders
{Shareholder name, address, Tax ID/SS #} June 10, 1998
The undersigned hereby appoints G. John
Hurley and Thomas R. Moriarty, and each of
them, proxy for the undersigned, with the
power of substitution, to vote with the
same force and effect as the undersigned, at
the Special Meeting of Shareholders of the
Capital Appreciation, Global, Growth,
Balanced and Flexible Income Portfolios of
the IDEX Series Fund (the "Fund"), to be
held at 201 Highland Avenue, Largo, Florida
33770, on Wednesday, June 10, 1998, at 3:00
p.m. (Eastern Daylight Savings Time) and at
any adjournment thereof, upon the matters
set forth below, all in accordance with and
as more fully described in the Notice of
Special Meeting and Proxy Statement, dated
April 13, 1998, receipt of which is hereby
acknowledged.
In their discretion, the Proxies are
authorized to vote upon such other business
as may properly come before the meeting or
any adjournment thereof.
If you have any questions with regard to
this Proxy, please call IDEX Customer
Service at (888) 233-4339 between 8:00 a.m.
and 7:00 p.m. Eastern Daylight Savings Time.
This proxy, when properly executed, will be
voted in the manner directed herein by the
undersigned shareholder. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED `FOR'
PROPOSALS 1 AND 2.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
PLEASE VOTE BY PHONE OR MARK, SIGN,
DATE AND RETURN THIS PROXY IN THE YOU MAY ALSO VOTE BY TELEPHONE
ACCOMPANYING ENVELOPE AS SOON AS (See enclosed "Vote by Telephone" Instructions)
POSSIBLE, THANK YOU. TO VOTE, If you vote by telephone,
MARK BLOCKS BELOW IN BLUE OR BLACK DO NOT mail back your proxy.
INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
- - - - - - - - - - - - - -- - - - -- - - - - -- - - - - -- - - -- - - -- - - - --
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
IDEX SERIES FUND
GLOBAL PORTFOLIO
THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF TRUSTEES, WHICH RECOMMENDS A
VOTE "FOR" PROPOSAL # 1 and #2:
Vote on Proposals For Against Abstain
1. Proposal to approve a new management and
investment advisory agreement between the
Fund and Idex Management, Inc. ("IMI") with
respect to the Capital Appreciation, Global,
Growth, Balanced and Flexible Income
Portfolios. [ ] [ ] [ ]
2. Proposal to approve a new sub-advisory
agreement between IMI and Janus Capital
Corporation with respect to the Capital
Appreciation, Global, Growth, Balanced and
Flexible Income Portfolios. ( ) ( ) ( )
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors,
administrators, etc., should so indicate. If shareholder is a corporation
or partnership, please sign in full corporate or partnership name by
authorized person.
Signature Signature (Joint Owners) Date
<PAGE>
<PAGE>
Stuffer Card with Telephone Voting Instructions:
(graphic of telephone) VOTE BY TELEPHONE (graphic of telephone)
QUICK *** EASY *** IMMEDIATE
Your telephone vote authorizes the named proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card.
o You will be asked to enter a Control Number which is located below your
account number and share information on the right hand side of your ballot.
OPTION #1: If you with to grant a proxy to vote as the Board of Directors
recommends on ALL proposals: Press 1 now.
WHEN ASKED, PLEASE CONFIRM YOUR VOTE BY PRESSING 1 - THANK YOU FOR VOTING
OPTION #2: If you wish to grant a proxy to vote on each proposal separately,
press 2 now. You will then hear these instructions:
Proposal 1: To vote FOR, Press 1; AGAINST, press 2; ABSTAIN, press 3
Proposal 2: To vote FOR, Press 1; AGAINST, press 2; ABSTAIN, press 3
When asked, please confirm your vote by pressing 1 - THANK YOU for voting.
NOTE: If you are a shareholder in more than one Janus Managed Portfolio, you
will be instructed to return to the main menu to enter the control number for
that Portfolio(s) and you may then vote that Portfolio(s) in the same manner
described above.
If you vote by telephone, DO NOT mail back your proxy.
THANK YOU FOR VOTING
Call *** Toll Free *** On a Touch Tone Telephone
1-888-836-5067 - ANYTIME
There is NO CHARGE to you for this call
