IDEX SERIES FUND
485APOS, 1999-09-02
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Registration No. 33-2659


Pre-Effective Amendment No.
Post-Effective Amendment No. 31


                                     and/or

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


Amendment No. 33


                        (Check appropriate box or boxes.)

                                IDEX MUTUAL FUNDS
                -------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


               570 CARILLON PARKWAY, ST. PETERSBURG, FLORIDA 33716
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


       Registrant's Telephone Number, including Area Code: (727) 299-1800


           JOHN HURLEY, P.O. BOX 5068, CLEARWATER, FLORIDA 33758-5068
           ----------------------------------------------------------
                     (Name and Address of Agent for Service)

Approximate date of proposed public offering:

 It is proposed that this filing will become effective:


[X] 60 days after filing pursuant to paragraph (a) (1) of Rule 485.


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

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

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

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


[ ] On (date) pursuant to paragraph (b) of Rule 485.


If appropriate, check the following box:

[ ] This post-effective amendment designates a new effective date for a
    previously filed post-effective amendment.

- ----------
<PAGE>
IDEX MUTUAL FUNDS

PROSPECTUS
November 1, 1999

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.

[LOGO]
<PAGE>

IDEX MUTUAL FUNDS


IDEX MUTUAL FUNDS (FUND) CONSISTS OF 18 INDIVIDUAL FUNDS. EACH FUND INVESTS IN A
RANGE OF SECURITIES, SUCH AS STOCKS AND/OR BONDS. PLEASE READ THIS PROSPECTUS
CAREFULLY BEFORE YOU INVEST OR SEND MONEY. IT HAS BEEN WRITTEN TO PROVIDE
INFORMATION AND ASSIST YOU IN MAKING AN INFORMED DECISION, WHILE NOT
OVERWHELMING YOU WITH UNNECESSARY DATA. IF YOU WOULD LIKE ADDITIONAL
INFORMATION, PLEASE REQUEST A COPY OF THE STATEMENT OF ADDITIONAL INFORMATION
(SAI) (SEE BACK COVER).


IN ADDITION, WE SUGGEST YOU CONTACT YOUR FINANCIAL PROFESSIONAL OR AN IDEX
CUSTOMER SERVICE REPRESENTATIVE, WHO WILL BE HAPPY TO ASSIST YOU.

TO HELP YOU UNDERSTAND...


In this prospectus, you'll see symbols like the ones below. These are "icons,"
graphic road signs that let you know at a glance the subject of the nearby
paragraphs. The icons serve as tools for your convenience as you read this
prospectus.


   /target/         The target directs you to a fund's goals or objective.

   /chess piece/    The chess piece indicates discussion about a fund's
                    strategies.

   /warning sign/   The warning sign indicates the risks of investing in a fund.

   /graph/          The graph indicates investment performance.

   /dollar sign/    The dollar sign indicates fees and expenses of a fund.

   /question mark/  The question mark indicates fund information or it will
                    direct you on how to obtain further information.

AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OF A BANK AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.

TABLE OF CONTENTS

ALL ABOUT THE IDEX FUNDS

o   Janus Capital Corporation (Sub-Adviser)
    IDEX JCC Growth .................................  2
    IDEX JCC Global .................................  4
    IDEX JCC Balanced ...............................  6
    IDEX JCC Capital Appreciation ...................  8
    IDEX JCC Flexible Income ........................ 10

o   T. Rowe Price Associates, Inc.
    (Sub-Adviser)
    IDEX T. Rowe Price Dividend Growth .............. 12
    IDEX T. Rowe Price Small Cap .................... 14

o   Goldman Sachs Asset Management
    (Sub-Adviser)
    IDEX Goldman Sachs Growth ....................... 16

o   Salomon Brothers Asset Management
    Inc (Sub-Adviser)
    IDEX Salomon All Cap ............................ 18

o   Fred Alger Management, Inc.
    (Sub-Adviser)
    IDEX Alger Aggressive Growth .................... 20

o   Pilgrim Baxter & Associates, Ltd.
    (Sub-Adviser)
    IDEX Pilgrim Baxter Mid Cap Growth .............. 22

o   AEGON USA Investment Management,
    Inc. (Sub-Adviser)
    IDEX AEGON Income Plus .......................... 24
    IDEX AEGON Tax Exempt ........................... 26

o   GE Investment Management Incorporated
    & Scottish Equitable Investment
    Management Limited (Sub-Advisers)
    IDEX GE/Scottish Equitable International
    Equity .......................................... 28

o   Dean Investment Associates
    (Sub-Adviser)
    IDEX Dean Asset Allocation ...................... 30

o   Luther King Capital Management Corporation
    (Sub-Adviser)
    IDEX LKCM Strategic Total Return ................ 32

o   NWQ Investment Management Company,
    Inc. (Sub-Adviser)
    IDEX NWQ Value Equity ........................... 34

o   C.A.S.E. Management, Inc.
    (Sub-Adviser)
    IDEX C.A.S.E. Growth ............................ 36

EXPLANATION OF
STRATEGIES AND RISKS ............................. 38-41

HOW THE IDEX FUNDS ARE
MANAGED AND ORGANIZED ............................ 43-44

SHAREHOLDER INFORMATION .......................... 45-53
o   How to Buy Shares ............................... 46
o   How to  Sell Shares ............................. 47
o   How to Exchange Shares .......................... 49
o   Other Account Information .................... 49-52

DISTRIBUTION ARRANGEMENTS ........................... 53

FINANCIAL HIGHLIGHTS ............................. 54-62

1
<PAGE>
IDEX JCC GROWTH
(FORMERLY GROWTH PORTFOLIO)

SUMMARY OF RISKS AND RETURNS

/target/ OBJECTIVE

THE OBJECTIVE OF IDEX JCC GROWTH IS GROWTH OF CAPITAL.

This fund may be appropriate for investors who want capital growth in a broadly
diversified stock portfolio, and who can tolerate significant fluctuations in
the value of their investment.

/chess piece/ STRATEGIES AND POLICIES

The fund's sub-adviser, Janus Capital Corporation (JCC), seeks to achieve this
objective by investing principally in:

o   common stocks listed on national exchanges or on NASDAQ which Janus believes
    have a good potential for capital growth, some of which may be of foreign
    issuers

The fund's main strategy is to invest almost all of its assets in common stocks
at times when JCC believes the market environment favors such investing.

To a lesser extent, the fund may invest in futures and foreign securities.


JCC builds the fund one company at a time, emphasizing growth of capital by
investing in companies believed to have superior earnings growth potential.
While investments are focused on earnings growth, JCC also searches for
companies that it believes are trading at reasonable prices relative to their
future earnings growth. To locate these opportunities, JCC subjects each company
to rigorous "bottom up" fundamental analysis, carefully researching each idea
before and after it is incorporated into the fund.


JCC may sell stocks when its expectations regarding earnings growth change,
there is an earnings surprise, or the earnings change.

Although themes may emerge in the fund, securities are generally selected
without regard to any defined industry sector or other similarly defined
selection procedure. Realization of income is not a significant investment
consideration for the fund and any income realized on the fund's investments is
incidental to its objective.

/warning sign/ RISKS

The fund is subject to the following investment risks:

o STOCKS

While stocks have historically outperformed other investments over the long
term, they tend to go up and down more dramatically over the shorter term. These
price movements may result from factors affecting individual companies,
industries or the securities markets as a whole. Because the stocks the fund
holds fluctuate in price, the value of your investment in the fund will go up
and down.

YOU MAY LOSE MONEY IF YOU INVEST IN THIS FUND.


These and other risks are fully described in the section entitled "Explanation
of Strategies and Risks," beginning on page 38.


2 IDEX MUTUAL FUNDS/PROSPECTUS 1999

<PAGE>

/graph/ PAST PERFORMANCE


The bar chart and the table below show the fund's annual returns and its
long-term performance. The bar chart and table indicate the risks of investing
in the fund by showing you how the fund's performance has varied from year to
year. The bar chart does not reflect the impact of sales charges, which lower
the fund's return. The table compares how the fund's average annual returns for
different calendar periods compare to the returns of the S&P 500, a widely
recognized unmanaged index of stock performance. The table reflects the impact
of the fund's sales loads for each share class. The bar chart and table assume
reinvestment of dividends and capital gains distributions. As with all mutual
funds, past performance is not a prediction of future results.


YEAR-BY-YEAR TOTAL RETURN as of 12/31 each year (%) (1)

                                 CLASS A SHARES

1989      1990     1991    1992   1993   1994    1995    1996     1997    1998
- ----      ----     ----    ----   ----   ----    ----    ----     ----    ----

44.54    (0.49)    58.62   1.17   3.81  (8.47)   47.12   17.06    16.82   63.98


(1) AS OF SEPTEMBER 30, 1999, THE END OF THE MOST RECENT CALENDAR QUARTER, THE
FUND'S YEAR-TO-DATE RETURN FOR CLASS A SHARES WAS ____%.




Class A Shares: QUARTER ENDED   RETURN
                -------------   ------
Best Quarter:      12/31/98     27.95%

Worst Quarter:     12/31/97    (22.05)%


AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/98
(WITH SALES LOADS)                                 SINCE
                ONE YEAR   5 YEARS    10 YEARS   INCEPTION

A Shares        54.96%     23.33%     21.20%       19.08%
B Shares        58.76%     N/A        N/A          29.40%
M Shares*       61.15%     24.13%     N/A          22.71%
T Shares        50.15%     22.96%     21.16%       19.26%
S&P 500**       28.58%     24.00%     19.16%       17.17%


*ALL SHARES DESIGNATED AS CLASS C SHARES PRIOR TO MARCH 1, 1999 WERE RENAMED AS
CLASS M SHARES ON THAT DATE. EFFECTIVE NOVEMBER 1, 1999 THE FUND BEGAN OFFERING
A NEW CLASS C SHARE THAT HAS DIFFERENT FEES AND EXPENSES THAN THE PREVIOUS CLASS
C SHARE.
**SINCE INCEPTION OF CLASS A SHARES (5/08/86). SINCE INCEPTION OF CLASS
B SHARES (10/01/95) IS 28.04%; CLASS M SHARES (10/01/93) IS 23.28%; AND CLASS T
SHARES (6/04/85) IS 18.15%.


/dollar sign/ FEES AND EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below. Shareholder transaction fees are paid
from your account. Annual fund operating expenses are paid from fund assets.

SHAREHOLDER FEES

                                             Class of Shares
                                   A        B       C       T*      M
Maximum sales charge             -----    ----    ----    -----   -----
(load) on purchases
(AS A % OF OFFERING PRICE)       5.50%    None    None    8.50%   1.00%

Maximum deferred
sales charge (load)              None(a)  5.00%   None    None(a) 1.00%(b)
(AS A PERCENTAGE OF PURCHASE PRICE OR
REDEMPTION PROCEEDS, WHICHEVER IS LOWER)


A $10 fee will be charged twice a year for an account opened for more than 2
years with a balance below the share class minimum because of redemptions.
(Before the fee is assessed, you will be given 60 days notice to have the
opportunity to increase your balance.)


If you make more than four exchanges in a
calendar quarter, the fund or its agents may impose fees of up to 2% of the
value of such transactions.


*Not available to new investors.


ANNUAL FUND OPERATING EXPENSES (as of 10/31/98)
% OF AVERAGE DAILY NET ASSETS                   Class of Shares
                                    A        B      C(c)       M        T
                                  ----     ----     ----     ----     ----
Management fees                   0.93%    0.93%    0.93%    0.93%    0.93%

Distribution and service
(12b-1) fees                      0.35%    1.00%    1.00%    0.90%    0.00%

Other expenses                    0.23%    0.23%    0.23%    0.23%    0.23%
                                  ----     ----     ----     ----     ----
TOTAL ANNUAL FUND
OPERATING EXPENSES               1.51%     2.16%    2.16%    2.06%    1.16%
(a) Certain purchases of Class A or Class T shares in amounts greater than
    $1 million are subject to a 1% contingent deferred sales charge for
    24 months after purchase.
(b) Purchases of Class M shares are subject to a 1% contingent deferred sales
    charge if redeemed within 18 months of purchase.
(c) Annual fund operating expenses are estimated based on the fund's expenses
    for the fiscal year ended 10/31/98.


EXAMPLE

This example is here to help you compare the cost of investing in this fund with
that of other mutual funds. It shows the cumulative expenses you'd pay if you
invested $10,000 and held your shares for various time periods, with a 5% annual
return and fund operating expenses remaining the same. This return is for
illustration purposes and is not guaranteed. Actual costs may be higher or
lower.

If the shares are redeemed at the end of each period:


Share Class      1 year     3 years    5 years    10 years
- -----------      ------     -------    -------    --------

     A           $  695     $1,001     $1,328     $2,252
     B*          $  719     $  976     $1,259     $2,326
     C           $  219     $  676     $1,159     $2,493
     M           $  406     $  739     $1,197     $2,466
     T           $  958     $1,187     $1,434     $2,139

If the shares are not redeemed and there's no deferred sales charge:

Share Class     1 year    3 years     5 years    10 years
- -----------     ------    -------     -------    --------
    A           $  695     $1,001     $1,328     $2,252
    B*          $  219     $  676     $1,159     $2,326
    C           $  219     $  676     $1,159     $2,493
    M           $  307     $  739     $1,197     $2,466
    T           $  958     $1,187     $1,434     $2,139

*EXAMPLES FOR CLASS B SHARES ASSUME THEY WILL CONVERT TO CLASS A SHARES EIGHT
YEARS AFTER YOU PURCHASE THEM.

                                             IDEX MUTUAL FUNDS/PROSPECTUS 1999 3

<PAGE>

IDEX JCC GLOBAL
(FORMERLY GLOBAL PORTFOLIO)

SUMMARY OF RISKS AND RETURNS

/target/ OBJECTIVE

THE OBJECTIVE OF IDEX JCC GLOBAL IS LONG-TERM GROWTH OF CAPITAL IN A MANNER
CONSISTENT WITH PRESERVATION OF CAPITAL.

The fund may be appropriate for investors who want capital growth without being
limited to investments in U.S. securities, and who can stand the risks
associated with foreign investing.

/chess piece/ STRATEGIES AND POLICIES

The sub-adviser, Janus Capital Corporation (JCC), seeks to achieve this
objective by investing principally in:

o common stocks of foreign and domestic issuers
o depositary receipts including ADRs, GDRs and EDRs

The fund may invest on a worldwide basis in companies and other organizations of
any size, regardless of country of organization or place of principal business
activity.


To a lesser extent, the fund may use forward foreign currency contracts and
futures for hedging.


A forward foreign currency contract is an agreement between contracting parties
to exchange an amount of currency at some future time at an agreed upon rate.
These contracts are used as a hedge against fluctuations in foreign exchange
rates.

JCC's main strategy is to use a "bottom up" approach to build the fund's
portfolio. That is, they seek to identify individual companies with earnings
growth potential that may not be recognized by the market at large.

Foreign stocks are generally selected on a stock-by-stock basis without regard
to defined allocation among countries or geographic regions.

When evaluating foreign investments, JCC (in addition to looking at individual
companies) considers such factors as:

o   expected levels of inflation in various countries
o   government policies that might affect business conditions
o   the outlook for currency relationships
o   prospects for economic growth among countries, regions or geographic areas


JCC sells the fund's securities when its expectations regarding growth potential
change.

/warning sign/ RISKS

The fund is subject to the following principal investment risks:

o STOCKS

While stocks have historically outperformed other investments over the long
term, they tend to go up and down more dramatically over the shorter term. These
price movements may result from factors affecting individual companies,
industries or the securities market as a whole.

Because the stocks the fund holds fluctuate in price, the value of your
investment in the fund will go up and down.

o FOREIGN STOCKS


Investments in foreign securities (including ADRs, GDRs and EDRs) involve risks
relating to political, social and economic developments abroad, as well as risks
resulting from the differences between the regulations to which U.S. and foreign
issuer markets are subject. These risks include:


        o changes in currency values
        o currency speculation
        o currency trading costs
        o different accounting and reporting practices
        o less information available to the public
        o less (or different) regulation of securities markets
        o more complex business negotiations
        o less liquidity
        o more fluctuations in prices
        o delays in settling foreign securities transactions
        o higher costs for holding shares (custodial fees)
        o higher transaction costs
        o vulnerability to seizure and taxes
        o political instability and small markets
        o different market trading days
        o forward foreign currency contracts for hedging

o FORWARD FOREIGN CURRENCY CONTRACTS


Hedging against a decline in the value of a currency does not eliminate
fluctuations in the prices of securities, or prevent losses if the prices of
securities of the fund decline.

Such hedging transactions preclude the opportunity for gain if the value of the
hedging currency should rise. Forward contracts may, from time to time, be
considered illiquid, in which case they would be subject to the fund's
limitations on investing in illiquid securities.


o FUTURES

Futures involve additional investment risks and transactional costs, and draw
upon skills and experience which are different than those needed to pick other
securities. Special risks include:

    o  inaccurate market prediction
    o  imperfect correlation
    o  illiquidity
    o  tax considerations

YOU MAY LOSE MONEY IF YOU INVEST IN THIS FUND.


These and other risks are fully described in the section entitled "Explanation
of Strategies and Risks," beginning on page 38.


4 IDEX MUTUAL FUNDS/PROSPECTUS 1999

<PAGE>

/graph/ PAST PERFORMANCE


The bar chart and the table below show the fund's annual returns and its
long-term performance. The bar chart and table indicate the risks of investing
in the fund by showing you how the fund's performance has varied from year to
year. The bar chart does not reflect the impact of sales charges, which lower
the fund's return. The table compares how the fund's average annual returns for
different calendar periods compare to the returns of the Morgan Stanley Capital
International World Index (MSCIW), a widely recognized unmanaged index of market
performance. The table reflects the impact of the fund's sales load for each
share class. The bar chart and table assume reinvestment of dividends and
capital gains distributions. As with all mutual funds, past performance is not a
prediction of future results.

YEAR-BY-YEAR TOTAL RETURN as of 12/31 each year (%) (1)


                      CLASS A SHARES
                      --------------

   1993     1994      1995      1996      1997      1998
   ----     ----      ----      ----      ----      ----

   31.28    0.62      20.03     26.76     20.44     24.86


(1) AS OF SEPTEMBER 30, 1999, THE END OF THE MOST RECENT CALENDAR QUARTER, THE
FUND'S YEAR-TO-DATE RETURN FOR CLASS A SHARES WAS ____%.



Class A Shares:        QUARTER ENDED    RETURN
                       -------------    ------


Best Quarter:            12/31/92       18.67%
Worst Quarter:            9/30/98      (16.02)%



AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/98
(WITH SALES LOADS)                        SINCE
               ONE YEAR      5 YEARS    INCEPTION
               --------      -------    ---------
A Shares        17.98%       16.82%      21.59%
B Shares        19.42%        N/A        22.09%
M Shares*       22.34%       17.51%      20.07%
MSCIW**         24.80%       16.19%      16.55%


*ALL SHARES DESIGNATED AS CLASS C SHARES PRIOR TO MARCH 1, 1999 WERE RENAMED AS
CLASS M SHARES ON THAT DATE. EFFECTIVE NOVEMBER 1, 1999 THE FUND BEGAN OFFERING
A NEW CLASS C SHARE THAT HAS DIFFERENT FEES AND EXPENSES THAN THE PREVIOUS CLASS
C SHARE.
**SINCE INCEPTION OF CLASS A SHARES (10/01/92). SINCE INCEPTION OF
CLASS B SHARES (10/01/95) IS 18.46% AND CLASS M SHARES (10/01/93) IS 15.74%.


/dollar sign/ FEES AND EXPENSES


As an investor, you pay certain fees and expenses in connection
with the fund, which are described in the following table. Shareholder
transaction fees are paid from your account. Annual fund operating expenses are
paid from fund assets.


SHAREHOLDER FEES


                                     Class of Shares
                                A         B        C       M
                              ----      ----     ----     ----
Maximum sales charge
(load) on purchases
(AS A % OF OFFERING PRICE)    5.50%     None     None     1.00%

Maximum deferred
sales charge (load)           None(a)   5.00%    None     1.00%(b)
(AS A PERCENTAGE OF PURCHASE PRICE OR
REDEMPTION PROCEEDS, WHICHEVER IS LOWER)


A $10 fee will be charged twice a year for an account opened for more than 2
years with a balance below the share class minimum because of redemptions.
(Before the fee is assessed, you will be given 60 days notice to have the
opportunity to increase your balance.)

If you make more than four exchanges in a calendar quarter, the Fund or its
agents may impose fees of up to 2% of the value of such transactions.

ANNUAL FUND OPERATING EXPENSES (as of 10/31/98)
% OF AVERAGE DAILY NET ASSETS         Class of Shares


                               A        B        C(c)     M
                             ----     ----     ----     ----
Management fees              1.00%    1.00%    1.00%    1.00%

Distribution and service
(12b-1) fees                 0.35%    1.00%    1.00%    0.90%

Other expenses               0.47%    0.47%    0.47%    0.47%
                             ----     ----     ----     ----
TOTAL ANNUAL FUND
OPERATING EXPENSES           1.82%    2.47%    2.47%    2.37%

(a) Certain purchases of Class A shares in amounts greater than $1 million are
    subject to a 1% contingent deferred sales charge for 24 months after
    purchase.
(b) Purchases of Class M shares are subject to a 1% contingent deferred sales
    charge if redeemed within 18 months of purchase.
(c) Annual fund operating expenses are estimated based on the fund's expenses
    for the fiscal year ended 10/31/98.


EXAMPLE

This example is here to help you compare the cost of investing in this fund with
that of other mutual funds. It shows the cumulative expenses you'd pay if you
invested $10,000 and held your shares for various time periods, with a 5% annual
return and fund operating expenses remaining the same. This return is for
illustration purposes and is not guaranteed. Actual costs may be higher or
lower.

If the shares are redeemed at the end of each period:


Share Class      1 year     3 years    5 years    10 years
- -----------      ------     -------    -------    --------
     A           $  725     $1,091     $1,481     $2,570
     B*          $  750     $1,070     $1,416     $2,643
     C           $  250     $  770     $1,316     $2,806
     M           $  437     $  832     $1,353     $2,779

If the shares are not redeemed:

 Share Class      1 year     3 years    5 years    10 years
 -----------      ------     -------    -------    --------
      A           $  725     $1,091     $1,481     $2,570
      B*          $  250     $  770     $1,316     $2,643
      C           $  250     $  770     $1,316     $2,806
      M           $  338     $  832     $1,353     $2,779


*EXAMPLES FOR CLASS B SHARES ASSUME THEY WILL CONVERT TO CLASS A SHARES EIGHT
YEARS AFTER YOU PURCHASE THEM.

                                             IDEX MUTUAL FUNDS/PROSPECTUS 1999 5

<PAGE>

IDEX JCC BALANCED
(FORMERLY BALANCED PORTFOLIO)

SUMMARY OF RISKS AND RETURNS

/target/ OBJECTIVE

THE OBJECTIVE OF IDEX JCC BALANCED IS LONG-TERM CAPITAL GROWTH, CONSISTENT WITH
PRESERVATION OF CAPITAL AND BALANCED BY CURRENT INCOME.


This fund may be appropriate for investors who seek capital growth and income
from the same investment, but who also want an investment that sustains value by
maintaining a balance between equity and debt (stocks and bonds). The fund is
not for investors who desire a consistent level of income.


/chess piece/ STRATEGIES AND POLICIES

The fund's sub-adviser, Janus Capital Corporation (JCC), seeks to achieve the
fund's objective by investing principally in:

o  40% to 60% in securities selected primarily for growth potential - such as
   common stocks
o  40% to 60% in securities selected primarily for income potential - both
   equity and debt

The basic strategy of the fund is to maintain a growth component and an income
component. Normally, 40% to 60% of the fund's securities are chosen primarily
for their GROWTH potential, and the remaining 40% to 60% are chosen primarily
for their INCOME potential. These securities may include some of foreign
issuers.

The growth component is expected to consist mainly of common stocks in companies
and industries that JCC believes are experiencing favorable demand for their
products and services, and that are operating in a favorable competitive and
regulatory climate. In its analysis, JCC looks for companies with earnings
growth potential that may not be recognized by the market.

The income component will consist of securities that JCC believes have income
potential. Such securities may include equity securities, convertible securities
and all types of debt securities.

At least 25% of the fund's assets will normally be invested in fixed-income
securities, including bonds and preferred stock. The fund may also invest, to a
lesser extent, in futures and foreign securities.

The sub-adviser uses a "bottom up" approach by seeking to identify individual
companies with earning potential that may not be recognized by the market at
large. In other words, JCC looks mostly for income producing securities that
meet its investment criteria one at a time. If JCC is unable to find such
investments, the fund's assets may be in cash or similar investments. Securities
are selected without regard to any industry sector or other similarly defined
selection procedure.

Up to 35% of the fund's assets may be invested in high-yield/high-risk bonds
(commonly known as "junk bonds"). These bonds are rated below investment grade
by the primary rating agencies.

The fund may shift assets between the growth and income portions of its
portfolio, based on JCC's analysis of the market and conditions in the economy.
If JCC believes that at a particular time growth investments will provide better
returns than the yields from income-producing investments, the fund may put a
greater emphasis on growth. The reverse may also take place.

JCC may sell the fund's securities when its expectations regarding earnings
change.

/warning sign/ RISKS

The fund is subject to the following principal investment risks:

o  STOCKS

While stocks have historically outperformed other investments over the long
term, they tend to go up and down more dramatically over the shorter term. These
price movements may result from factors affecting individual companies,
industries, or the securities market as a whole.

Because the stocks the fund holds fluctuate in price, the value of your
investment in the fund will go up and down.

o  FIXED-INCOME SECURITIES

The value of these securities may change daily based on changes in the interest
rates, and other market conditions and factors. The risks include:

   o  changes in interest rates
   o  length of time to maturity
   o  issuers defaulting on their obligations to pay interest or return
      principal

o  HIGH-YIELD/HIGH-RISK SECURITIES

   o  Credit risk
   o  Greater sensitivity to interest rate movements
   o  Greater vulnerability to economic changes
   o  Decline in market value in event of default
   o  Less liquidity

YOU MAY LOSE MONEY IF YOU INVEST IN THIS FUND.


These and other risks are fully described in the section entitled "Explanation
of Strategies and Risks," beginning on page 38.


6 IDEX MUTUAL FUNDS/PROSPECTUS 1999

<PAGE>

/graph/ PAST PERFORMANCE


The bar chart and table below show the fund's annual returns and its long-term
performance. The bar chart and table indicate the risks of showing you how the
fund's performance has varied from year to year. The bar chart does not reflect
the impact of sales charges, which lower the fund's return. The table compares
how the fund's average annual return for different calendar periods compare to
the returns of the Lehman Brothers Government/Corporate Bond Index (LBGCB), a
widely recognized unmanaged index of market performance. The table reflects the
impact of the fund's sales load for each share class. The bar chart and table
assume reinvestment of dividends and capital gains distributions. As with all
mutual funds, past performance is not a prediction of future results.


YEAR-BY-YEAR TOTAL RETURN as of 12/31 each year (%) (1)

           CLASS A SHARES
           --------------

1995     1996      1997      1998
- ----     ----      ----      ----

25.20    16.60     21.17     30.78


(1) AS OF SEPTEMBER 30, 1999, THE END OF THE MOST RECENT CALENDAR QUARTER, THE
FUND'S YEAR-TO-DATE RETURN FOR CLASS A SHARES WAS ____%.


Class A Shares:          QUARTER ENDED         RETURN
                         -------------        --------
Best Quarter:              12/31/98            18.31%
Worst Quarter:              9/30/98           (3.63)%


AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/98
(WITH SALES LOADS)
                             SINCE
                ONE YEAR    INCEPTION
A Shares         23.58%      21.07%
B Shares         24.96%      22.68%
M Shares*        27.79%      21.81%
LBGCB**           9.49%      10.15%


*ALL SHARES DESIGNATED AS CLASS C SHARES PRIOR TO MARCH 1, 1999 WERE RENAMED AS
CLASS M SHARES ON THAT DATE. EFFECTIVE NOVEMBER 1, 1999 THE FUND BEGAN OFFERING
A NEW CLASS C SHARE THAT HAS DIFFERENT FEES AND EXPENSES THAN THE PREVIOUS CLASS
C SHARE.
**SINCE INCEPTION OF CLASS A SHARES AND CLASS M SHARES (12/02/94). SINCE
INCEPTION OF CLASS B SHARES (10/01/95) IS 8.26%.


/dollar sign/ FEES AND EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the following table. Shareholder transaction fees are
paid from your account. Annual fund operating expenses are paid from fund
assets.

SHAREHOLDER FEES


                                          Class of Shares
                                  A         B        C        M
                                ----      ----     ----     ----
Maximum sales charge
(load) on purchases
(AS A % OF OFFERING PRICE)      5.50%     None     None     1.00%

Maximum deferred
sales charge (load)             None(a)   5.00%    None     1.00%(b)
(AS A PERCENTAGE OF PURCHASE PRICE OR
REDEMPTION PROCEEDS, WHICHEVER IS LOWER)


A $10 fee will be charged twice a year for an account opened for more than 2
years with a balance below the share class minimum because of redemptions.
(Before the fee is assessed, you will be given 60 days notice to have the
opportunity to increase your balance.)


 If you make more than four exchanges in a
calendar quarter, the Fund or its agents may impose fees of up to 2% of the
value of such transactions.

ANNUAL FUND OPERATING EXPENSES (as of 10/31/98)
% OF AVERAGE DAILY NET ASSETS            Class of Shares
                                A         B         C(d)      M
                              ----      ----      ----      ----
Management fees               1.00%     1.00%     1.00%     1.00%

Distribution and service
(12b-1) fees                  0.35%     1.00%     1.00%     0.90%

Other expenses                0.69%     0.69%     0.69%     0.69%
                              ----      ----      ----      ----

TOTAL ANNUAL FUND
OPERATING EXPENSES            2.04%     2.69%     2.69%     2.59%

EXPENSE REDUCTION (c)         0.19%     0.19%     0.19%     0.19%

NET OPERATING EXPENSES        1.85%     2.50%     2.50%     2.40%
                              ----      ----      ----      ----

(a) Certain purchases of Class A shares in amounts greater than $1 million are
    subject to a 1% contingent deferred sales charge for 24 months after
    purchase.
(b) Purchases of Class M shares are subject to a 1% contingent deferred sales
    charge if redeemed within 18 months of purchase.
(c) Contractual arrangement with Idex Management, Inc. through 4/30/2000.
(d) Annual fund operating expenses are estimated based on the fund's expenses
    for the fiscal year ended 10/31/98.


EXAMPLE

This example is here to help you compare the cost of investing in this fund with
that of other mutual funds. It shows the cumulative expenses you'd pay if you
invested $10,000 and held your shares for various time periods, with a 5% annual
return and fund operating expenses remaining the same. This return is for
illustration purposes and is not guaranteed. Actual costs may be higher or
lower. If the shares are redeemed at the end of each period:


Share Class      1 year     3 years    5 years    10 years
- -----------      ------     -------    -------    --------
     A           $  728     $1,137     $1,571     $2,774
     B*          $  753     $1,117     $1,508     $2,848
     C           $  253     $  817     $1,408     $3,008
     M           $  440     $  880     $1,445     $2,981

If the shares are not redeemed:

Share Class      1 year     3 years    5 years    10 years
- -----------      ------     -------    -------    --------
     A           $  728     $1,137     $1,571     $2,774
     B*          $  253     $  817     $1,408     $2,848
     C           $  253     $  817     $1,408     $3,008
     M           $  341     $  880     $1,445     $2,981


                                             IDEX MUTUAL FUNDS/PROSPECTUS 1999 7

<PAGE>
IDEX JCC CAPITAL APPRECIATION
(FORMERLY CAPITAL APPRECIATION PORTFOLIO)

SUMMARY OF RISKS AND RETURNS

/target/ OBJECTIVE

THE OBJECTIVE OF IDEX JCC CAPITAL APPRECIATION IS LONG-TERM GROWTH OF CAPITAL.

This fund may be appropriate for investors who want capital growth and who can
stand the risks associated with common stock investments.

/chess piece/ STRATEGIES AND POLICIES

The fund's sub-adviser, Janus Capital Corporation (JCC), seeks to achieve the
fund's objective by:

o   investing at least 50% of the fund's assets in common stocks of medium-sized
    companies

Medium-sized companies are those whose market capitalizations, at the time of
purchase, fall within the range of the S&P Mid Cap 500 Index. As of December 31,
1998, this range was $142 million to $73 billion.

To a lesser extent, the fund may also invest in the stocks of smaller or larger
companies, including some foreign companies.

This fund is non-diversified under federal securities laws.


The fund's classification as "non-diversified" under the Investment Company Act
of 1940, as amended (1940 Act) means that the fund has the ability to take
larger positions in a smaller number of issuers. To the extent a fund invests a
greater portion of its assets in the securities of a smaller number of issuers,
it may be more susceptible to any single economic, political or regulatory
occurrence than a widely diversified fund and may be subject to greater loss
with respect to its portfolio securities. However, to meet federal tax
requirements, at the close of each quarter the fund may not have more than 25%
of its total assets invested in any one issuer, and, with respect to 50% of its
total assets, not more than 5% of its total assets invested in any one issuer.


This fund invests in industries and stocks of companies that JCC believes are
experiencing favorable demand for their products and services, and are operating
in favorable competitive and regulatory environments.

JCC uses a "bottom up" approach when choosing securities for the fund's
portfolio. In other words, JCC seeks to identify individual companies with
earnings growth potential that may not be recognized by the market. JCC makes
this assessment by looking at companies one at a time, regardless of size,
country of organization, place of principal business activity, or other similar
selection criteria.

Although themes may emerge in the fund, stocks are usually selected without
regard to any defined industry sector or other similarly defined selection
procedure. Though income is not an objective of the fund, some holdings might
produce incidental income.

JCC may sell the fund's securities when its expectations regarding growth
potential change.

/warning sign/ RISKS

The fund is subject to the following principal investment risks:

o  STOCKS

While stocks have historically outperformed other investments over the long
term, they tend to go up and down more dramatically over the shorter term. These
price movements may result from factors affecting individual companies,
industries or the securities market as a whole.

Because the stocks the fund holds fluctuate in price, the value of your
investment in the fund will go up and down.


o  MEDIUM-SIZED COMPANIES


These companies present additional risks because their earnings are less
predictable, their share prices more volatile, and their securities less liquid
than larger, more established companies.

YOU MAY LOSE MONEY IF YOU INVEST IN THIS FUND.

These and other risks are fully described in the section entitled "Explanation
of Strategies and Risks," beginning on page 38.


8 IDEX MUTUAL FUNDS/PROSPECTUS 1999
<PAGE>

/graph/ PAST PERFORMANCE


The bar chart and the table below show the fund's annual returns and its
long-term performance. The bar chart and table indicate the risks of investing
in the fund by showing you how the fund's performance has varied from year to
year. The bar chart does not reflect the impact of sales charges, which lower
the fund's return. The table compares how the fund's average annual returns for
different calendar periods compare to the returns of the S&P MidCap 400 Index
(S&P 400), a widely recognized unmanaged index of stock performance. The table
reflects the impact of the fund's sales load for each share class. The bar chart
and table assume reinvestment of dividends and capital gains distributions. As
with all mutual funds, past performance is not a prediction of future results.


YEAR-BY-YEAR TOTAL RETURN as of 12/31 each year (%) (1)

          CLASS A SHARES

1995      1996      1997      1998
- ----      ----      ----      ----

36.62     13.00     12.18     31.32


(1) AS OF SEPTEMBER 30, 1999, THE END OF THE MOST RECENT CALENDAR QUARTER, THE
FUND'S YEAR-TO-DATE RETURN FOR CLASS A SHARES WAS ____%.


Class A Shares:          QUARTER ENDED         RETURN
                         -------------        --------
Best Quarter:              12/31/98             34.17%
Worst Quarter:              9/30/98            (15.64)%

AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/98
(WITH SALES LOADS)

                                 SINCE
               ONE YEAR       INCEPTION
A Shares        24.09%          21.97%
B Shares        25.87%          18.00%
M Shares*       28.63%          22.89%
S&P 400**       18.98%          24.82%


*ALL SHARES DESIGNATED AS CLASS C SHARES PRIOR TO MARCH 1, 1999 WERE RENAMED AS
CLASS M SHARES ON THAT DATE. EFFECTIVE NOVEMBER 1, 1999 THE FUND BEGAN OFFERING
A NEW CLASS C SHARE THAT HAS DIFFERENT FEES AND EXPENSES THAN THE PREVIOUS CLASS
C SHARE.
**SINCE INCEPTION OF CLASS A SHARES AND CLASS M SHARES (12/02/94). SINCE
INCEPTION OF CLASS B SHARES (10/01/95) IS 21.80%.


/dollar sign/ FEES AND EXPENSES


As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the following table. Shareholder transaction fees are
paid from your account. Annual fund operating expenses are paid from fund
assets.


SHAREHOLDER FEES


                                          Class of Shares
                                  A        B        C         M
                                ----      ----     ----     ----
Maximum sales charge
(LOAD) ON PURCHASES
(AS A % OF OFFERING PRICE)      5.50%     None     None     1.00%

Maximum deferred
sales charge (load)             None(a)   5.00%    None     1.00%(b)
(AS A PERCENTAGE OF PURCHASE PRICE OR
REDEMPTION PROCEEDS, WHICHEVER IS LOWER)

A $10 fee will be charged twice a year for an account opened for more than 2
years with a balance below the share class minimum because of redemptions.
(Before the fee is assessed, you will be given 60 days notice to have the
opportunity to increase your balance.)


If you make more than four exchanges in a calendar quarter, the Fund or its
agents may impose fees of up to 2% of the value of such transactions.

ANNUAL FUND OPERATING EXPENSES (as of 10/31/98)
% OF AVERAGE DAILY NET ASSETS      Class of Shares
                             A       B      C(d)     M
                           ----    ----    ----    ----
Management fees            1.00%   1.00%   1.00%   1.00%

Distribution and service
(12b-1) fees               0.35%   1.00%   1.00%   0.90%

Other expenses             0.89%   0.89%   0.89%   0.89%
                           ----    ----    ----    ----
TOTAL ANNUAL FUND
OPERATING EXPENSES         2.24%   2.89%   2.89%   2.79%

EXPENSE REDUCTION (c)      0.39%   0.39%   0.39%   0.39%
                           ----    ----    ----    ----
NET OPERATING EXPENSES     1.85%   2.50%   2.50%   2.40%

(a) Certain purchases of Class A shares in amounts greater than $1 million are
    subject to a 1% contingent deferred sales charge for 24 months after
    purchase.
(b) Purchases of Class M shares are subject to a 1% contingent deferred sales
    charge if redeemed within 18 months of purchase.
(c) Contractual arrangement with Idex Management, Inc. through 4/30/2000.
(d) Annual fund operating expenses are estimated based on the fund's expenses
    for the fiscal year ended 10/31/98.


EXAMPLE


This example is here to help you compare the cost of investing in this fund with
that of other mutual funds. It shows the cumulative expenses you'd pay if you
invested $10,000 and held your shares for various time periods, with a 5% annual
return and fund operating expenses remaining the same. This return is for
illustration purposes and is not guaranteed. Actual costs may be higher or
lower.

If the shares are redeemed at the end of each period:

Share Class     1 year     3 years    5 years    10 years
- -----------     ------     -------    -------    --------
    A           $  728     $1,176     $1,650     $2,955
    B*          $  753     $1,158     $1,589     $3,029
    C           $  253     $  858     $1,489     $3,008
    M           $  440     $  920     $1,525     $3,186

If the shares are not redeemed:

Share Class     1 year     3 years    5 years    10 years
- -----------     ------     -------    -------    --------
    A           $  728     $1,176     $1,650     $2,955
    B*          $  253     $  858     $1,489     $3,029
    C           $  253     $  858     $1,489     $3,008
    M           $  341     $  920     $1,525     $3,186

*EXAMPLES FOR CLASS B SHARES ASSUME THEY WILL CONVERT TO CLASS A SHARES EIGHT
YEARS AFTER YOU PURCHASE THEM.

                                             IDEX MUTUAL FUNDS/PROSPECTUS 1999 9
<PAGE>
IDEX JCC FLEXIBLE INCOME
(FORMERLY FLEXIBLE INCOME PORTFOLIO)

SUMMARY OF RISKS AND RETURNS

/target/  OBJECTIVE

THE OBJECTIVE OF IDEX JCC FLEXIBLE INCOME IS MAXIMUM TOTAL RETURN FOR
SHAREHOLDERS, CONSISTENT WITH PRESERVATION OF CAPITAL, BY ACTIVELY MANAGING A
PORTFOLIO OF INCOME-PRODUCING SECURITIES.

This fund may be appropriate for investors who want current income enhanced by
the potential for capital growth, and who are willing to tolerate fluctuation in
principal value caused by changes in interest rates as well as the risks
associated with substantial investments in high-yield/high-risk bonds (commonly
known as "junk bonds"), or unrated bonds of domestic or foreign issuers.

/chess piece/ STRATEGIES AND POLICIES

The fund normally invests at least 80% of its total assets in income-producing
securities of both foreign and domestic companies. The fund's sub-adviser, Janus
Capital Corporation (JCC), seeks to achieve the fund's objective by investing
principally in:

o  corporate debt securities

To a lesser extent JCC may invest fund assets in:

o  lower-rated securities, including bonds considered less than investment
   grade (high-yield/high-risk bonds) of both foreign and domestic issuers
o  mortgage- and other asset-backed securities
o  convertible securities
o  preferred stock
o  income-producing common stock

The fund seeks maximum current income by investing principally in corporate
bonds that offer higher yields, but more risk than higher rated bonds.


While the fund may buy bonds of any maturity, the fund's average maturity may
vary substantially, depending upon JCC's analysis of market, economic and
financial conditions at the time. To increase the potential of higher returns,
the fund has no pre-established standards for the quality of the debt
instruments it buys.


The fund may buy unrated debt securities of both domestic and foreign issuers,
and may at times have substantial holdings of such high-yield/high-risk bonds.

Also, to a lesser extent, the fund may also use futures contracts for hedging.


In addition to considering economic factors such as the affect of interest rates
on the fund's investments, JCC applies a "bottom up" approach in choosing
investments. In other words, they look mostly for income-producing securities
that meet their investment criteria one at a time. If JCC is unable to find such
investments, a fund's assets may be in cash or other similar investments.

In determining the creditworthiness of bond issuers, JCC uses, but doesn't
rely solely on, credit ratings.

JCC seeks to diversify the fund's investments across many securities, sectors
and countries. Currency risk is generally avoided through hedging and other
means.

JCC may sell the fund's securities when its expectations regarding market
interest rates change or the quality or return changes on investment.


/warning sign/ RISKS

The fund is subject to the following principal investment risks:

o  FIXED-INCOME SECURITIES

The value of these securities may change daily based on
changes in interest rates, and other market conditions and factors. Risks
include:

    o changes in interest rates
    o length of time to maturity
    o issuers defaulting on their obligations to pay
      interest or return principal

o STOCKS

While stocks have historically outperformed other investments over the long
term, they tend to go up and down more dramatically over the shorter term. These
price movements may result from factors affecting individual companies,
industries, or the securities market as a whole.

Because the stocks the fund holds fluctuate in price, the value of your
investment in the fund will go up and down.


o  FUTURES

Futures involve additional investment risks and transactional costs, and draw
upon skills and experience which are different than those needed to pick other
investments. Special risks include:

   o  inaccurate market prediction
   o  imperfect correlation
   o  illiquidity
   o  tax considerations

o  HEDGING

JCC may use hedging to reduce the risk of a position in a security, typically
the risk of adverse price movements, by taking a protective position in a
related investment. Hedging may result in greater fluctuations in the price of
portfolio securities. Greater losses may also occur if the prices of portfolio
securities decline.

YOU MAY LOSE MONEY IF YOU INVEST IN THIS FUND.


These and other risks are fully described in the section entitled "Explanation
of Strategies and Risks," beginning on page 38.


10 IDEX MUTUAL FUNDS/PROSPECTUS 1999

<PAGE>

/graph/ PAST PERFORMANCE


The bar chart and the table below show the fund's annual returns and its
long-term performance. The bar chart and the table indicate the risks of
investing in the fund by showing you how the fund's performance has varied from
year to year. The bar chart does not reflect the impact of sales charges, which
lower the fund's return. The table compares how the fund's average annual
returns for different calendar periods compare to the returns of the Lehman
Brothers Government/Corporate Bond Index (LBGCB), a widely recognized unmanaged
index of market performance. The table reflects the impact of the fund's sales
load for each share class. The bar chart and table assume reinvestment of
dividends and capital gains distributions. As with all mutual funds, past
performance is not a prediction of future results.


YEAR-BY-YEAR TOTAL RETURN as of 12/31 each year (%) (1)

                                 CLASS A SHARES
                                 --------------

1989      1990     1991    1992   1993   1994    1995    1996     1997    1998
- ----      ----     ----    ----   ----   ----    ----    ----     ----    ----
3.67      (5.11)   25.01   11.00  13.90 (4.29)   18.89   5.44     11.57   7.89


(1) AS OF SEPTEMBER 30, 1999, THE END OF THE MOST RECENT CALENDAR QUARTER, THE
FUND'S YEAR-TO-DATE RETURN FOR CLASS A SHARES WAS ____%.


Class A Shares:     QUARTER ENDED            RETURN
                    -------------           --------
Best Quarter:          3/31/91               7.92%

Worst Quarter:         3/31/90              (8.59)%

AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/98
(WITH SALES LOADS)


                                                   SINCE
                 ONE YEAR   5 YEARS    10 YEARS  INCEPTION
                 --------   -------    --------  ---------
A Shares          2.76%      6.59%      7.90%      8.06%
B Shares          2.18%       N/A        N/A       7.99%
M Shares*         5.21%      6.82%       N/A       6.68%
LBGCB**           9.49%      7.31%      9.34%      9.02%

*All shares designated as Class C shares prior to March 1, 1999 were renamed as
Class M shares on that date. Effective November 1, 1999 the fund began offering
a new Class C share that has different fees and expenses than the previous Class
C share.
**Since inception of Class A shares (6/29/87). Since inception of Class B shares
(10/01/95) is 8.26% and Class M shares (10/01/93) is 6.89%.


/dollar sign/ FEES AND EXPENSES


As an investor, you pay certain fees and expenses in connection with
the fund, which are described in the following table. Shareholder transaction
fees are paid from your account. Annual fund operating expenses are paid from
fund assets.


SHAREHOLDER FEES

                                      Class of Shares
                                A        B        C        M
                              ----      ----     ----     ----
Maximum sales charge
(load) on purchases
(AS A % OF OFFERING PRICE)    4.75%     None     None     1.00%

Maximum deferred
sales charge (load)           None(a)   5.00%    None     1.00%(b)
(AS A PERCENTAGE OF PURCHASE PRICE OR
REDEMPTION PROCEEDS, WHICHEVER IS LOWER)


A $10 fee will be charged twice a year for an account opened for more than 2
years with a balance below the share class minimum because of redemptions.
(Before the fee is assessed, you will be given 60 days notice to have the
opportunity to increase your balance.)


If you make more than four exchanges in a calendar quarter, the Fund or its
agents may impose fees of up to 2% of the value of such transactions.

ANNUAL FUND OPERATING EXPENSES (as of 10/31/98)
% OF AVERAGE DAILY NET ASSETS         Class of Shares
                              A         B        C(d)      M
                            ----      ----      ----      ----
Management fees             0.90%     0.90%     0.90%     0.90%

Distribution and service    0.35%     1.00%     1.00%     0.90%
(12b-1) fees

Other expenses              0.73%     0.73%     0.73%     0.73%
                            ----      ----      ----      ----
TOTAL ANNUAL FUND
OPERATING EXPENSES          1.98%     2.63%     2.63%     2.53%

EXPENSE REDUCTION (c)       0.13%     0.13%     0.13%     0.13%
                            ----      ----      ----      ----
NET OPERATING EXPENSES      1.85%     2.50%     2.50%     2.40%


(a) Certain purchases of Class A shares in amounts greater than $1 million are
    subject to a 1% contingent deferred sales charge for 24 months after
    purchase.
(b) Purchases of Class M shares are subject to a 1% contingent deferred sales
    charge if redeemed within 18 months of purchase.
(c) Contractual arrangement with Idex Management, Inc. through 4/30/2000.
(d) Annual fund operating expenses are estimated based on the fund's expenses
    for the fiscal year ended 10/31/98.


EXAMPLE


This example is here to help you compare the cost of investing in this fund with
that of other mutual funds. It shows the cumulative expenses you'd pay if you
invested $10,000 and held your shares for various time periods, with a 5% annual
return and fund operating expenses remaining the same. This return is for
illustration purposes and is not guaranteed. Actual costs may be higher or
lower.


If the shares are redeemed at the end of each period:


Share Class      1 year     3 years    5 years    10 years
- -----------      ------     -------    -------    --------
     A           $  654     $1,055     $1,480     $2,662
     B*          $  753     $1,105     $1,484     $2,793
     C           $  253     $  805     $1,384     $2,954
     M           $  440     $  867     $1,421     $2,927


If the shares are not redeemed:


Share Class     1 year     3 years    5 years    10 years
- -----------     ------     -------    -------    --------
    A           $  654     $1,055     $1,480     $2,662
    B*          $  253     $  805     $1,384     $2,793
    C           $  253     $  805     $1,384     $2,954
    M           $  341     $  867     $1,421     $2,927


*EXAMPLES FOR CLASS B SHARES ASSUME THEY WILL CONVERT TO CLASS A SHARES EIGHT
YEARS AFTER YOU PURCHASE THEM.

                                            IDEX MUTUAL FUNDS/PROSPECTUS 1999 11
<PAGE>
IDEX T. ROWE PRICE DIVIDEND GROWTH

SUMMARY OF RISKS AND RETURNS

/target/ OBJECTIVE

THE INVESTMENT OBJECTIVE OF IDEX T. ROWE PRICE DIVIDEND GROWTH IS TO PROVIDE AN
INCREASING LEVEL OF DIVIDEND INCOME, LONG-TERM CAPITAL APPRECIATION, AND
REASONABLE CURRENT INCOME THROUGH INVESTMENTS PRIMARILY IN DIVIDEND-PAYING
STOCKS.


This fund may be appropriate for investors who want a reasonable level of
current income from equity investments that have the potential to rise faster
than inflation, and who can tolerate significant fluctuations in the value of
their investments.


/target/ STRATEGIES AND POLICIES

The fund's sub-adviser, T. Rowe Price Associates, Inc. (T. Rowe Price), seeks to
achieve this objective by investing principally in:

o  dividend-paying common stocks with favorable prospects for increasing
   dividends and long-term appreciation

To a lesser extent, T. Rowe Price may invest in:

o  foreign securities
o  futures

T. Rowe Price typically invests at least 65% of total assets in common stocks of
dividend-paying companies when it expects these companies to increase their
dividends over time and also provide long-term appreciation.

T. Rowe Price believes that a track record of dividend increases is an excellent
indicator of financial health and growth prospects, and over the long-term,
income can contribute significantly to total return. Dividends can also help
reduce the fund's volatility during periods of market turbulence and help offset
losses when stock prices are falling.

T. Rowe Price looks for stocks with sustainable, above-average growth in
earnings and dividends, and attempts to buy them when they are temporarily out
of favor or undervalued by the market. In selecting investments, T. Rowe Price
favors companies with one or more of the following:

o   either a track record of, or the potential for, above- average earnings and
    dividend growth
o   a competitive current dividend yield
o   a sound balance sheet and solid cash
    flow to support future dividend increases
o   a sustainable competitive advantage and leading market position
o   attractive valuations such as a relatively high dividend yield

While the fund invests principally in common stocks, T. Rowe Price may also
purchase other securities such as foreign securities, convertible securities,
warrants, preferred stocks, and corporate and government debt when considered
consistent with the fund's objective. Futures and options may be used for any
number of reasons, including: to manage the fund's exposure to securities prices
and foreign currencies; to enhance income; to manage cash flows efficiently; or
to protect the value of portfolio securities.

The fund may sell securities for a variety of reasons such as to secure gains,
limit losses or redeploy assets into more promising opportunities.

/warning sign/ RISKS

The fund is subject to the following principal investment risks:

o  STOCKS

While stocks have historically outperformed other investments over the long
term, they tend to go up and down more dramatically over the shorter term. These
price movements may result from factors affecting individual companies,
industries or the securities market as a whole.

Because the stocks the fund may hold fluctuate in price, the value of your
investment in the fund will go up and down.

o  FOREIGN SECURITIES


Investments in foreign securities (including ADRs, GDRs, and EDRs) involve risks
relating to political, social and economic developments abroad, as well as risks
resulting from differences between the regulations to which U.S. and foreign
issuers and markets are subject. These risks include:


o  changes in currency values
o  currency speculation
o  currency trading costs
o  different accounting and reporting practices
o  less information available to the public
o  less (or different) regulation of securities markets
o  more complex business negotiations
o  less liquidity
o  more fluctuations in market prices
o  delays in settling foreign securities transactions
o  higher transaction costs
o  higher costs for holding foreign securities
    (custodial fees)
o  vulnerability to seizure and taxes
o  political instability and small markets
o  different market trading days

YOU MAY LOSE MONEY IF YOU INVEST IN THIS FUND.


These and other risks are fully described in the section entitled "Explanation
of Strategies and Risks," beginning on page 38.


12 IDEX MUTUAL FUNDS/PROSPECTUS 1999
<PAGE>

/graph/ PAST PERFORMANCE

Because the fund commenced operations in 1999, it has no historical performance
information to present to you. Performance history will be available for the
fund after it has been in operation for one calendar year.

/dollar sign/ FEES AND EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below. Shareholder transaction fees are paid
from your account. Annual fund operating expenses are paid from fund assets.

SHAREHOLDER FEES


                                        Class of Shares
                                A         B         C         M
                              ----      ----      ----      ----
Maximum sales charge
(LOAD) ON PURCHASES           5.50%     None      None      1.00%
(AS A % OF OFFERING PRICE)

Maximum deferred sales
charge (load)                 None(a)   5.00%     None      1.00%(b)
(AS A % OF PURCHASE PRICE OR
REDEMPTION PROCEEDS, WHICHEVER IS LOWER)


A $10 fee will be charged twice a year for an account opened more than 2 years
with a balance below the share class minimum because of redemptions. (Before the
fee is assessed, you will be given 60 days notice to have the opportunity to
increase your balance.)


If you make more than four exchanges in a calendar quarter, the Fund or its
agents may impose fees of up to 2% of the value of such transactions.

ANNUAL FUND OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS        Class of Shares
                                A       B       C       M
                              ----    ----    ----    ----
Management fees               0.80%   0.80%   0.80%   0.80%

Distribution and service
(12b-1) fees                  0.35%   1.00%   1.00%   0.90%

Other expenses (c)            2.70%   2.70%   2.70%   2.70%
                              ----    ----    ----    ----
TOTAL ANNUAL FUND
OPERATING EXPENSES            3.85%   4.50%   4.50%   4.40%

EXPENSE REDUCTION (d)         2.30%   2.30%   2.30%   2.30%
                              ----    ----    ----    ----
NET OPERATING EXPENSES        1.55%   2.20%   2.20%   2.10%


(a) Certain purchases of Class A shares in amounts greater than $1 million are
    subject to a 1% contingent deferred sales charge for 24 months after
    purchase.
(b) Purchases of Class M shares are subject to a 1% contingent deferred sales
    charge if redeemed within 18 months of purchase.
(c) Because the fund commenced operations in 1999, the "Other expenses" are
    estimates.
(d) Contractual arrangement with Idex Management, Inc. through 4/30/2000.

EXAMPLE


This example is here to help you compare the cost of investing in this fund with
that of other mutual funds. It shows the cumulative expenses you'd pay if you
invested $10,000 and held your shares for various time periods, with a 5% annual
return and fund operating expenses remaining the same. This return is for
illustration purposes and is not guaranteed. Actual costs may be higher or
lower. If the shares are redeemed at the end of each period:

Share Class     1 year     3 years
- -----------     ------     -------
    A           $699       $1,460
    B           $723       $1,453
    C           $223       $1,153
    M           $410       $1,213

If the shares are not redeemed:

Share Class     1 year     3 years
- -----------     ------     -------
   A            $699       $1,460
   B            $223       $1,153
   C            $223       $1,153
   M            $311       $1,213


                                            IDEX MUTUAL FUNDS/PROSPECTUS 1999 13

<PAGE>
IDEX T. ROWE PRICE SMALL CAP

SUMMARY OF RISKS AND RETURNS

/target/ OBJECTIVE

THE INVESTMENT OBJECTIVE OF IDEX T. ROWE PRICE SMALL CAP IS TO SEEK LONG-TERM
GROWTH OF CAPITAL BY INVESTING PRIMARILY IN COMMON STOCKS OF SMALL GROWTH
COMPANIES.

This fund may be appropriate for investors who want an aggressive, long-term
approach to building capital and who can tolerate significant fluctuations
inherent in small-cap stock investing.

/chess piece/ STRATEGIES AND POLICIES

The fund's sub-adviser, T. Rowe Price Associates, Inc. (T. Rowe Price), seeks to
achieve the fund's objective by investing fund assets principally in:

o common stocks of small-cap growth companies


This fund will invest at least 65% of its total assets in small-cap growth
companies. These companies are defined as companies whose market capitalization
is smaller than 80% of those in the Standard & Poor's 500 Stock Index (S&P 500)
which was approximately $2.8 billion as of December 31, 1998, but the upper size
limit will vary with market fluctuations. The S&P 500 measures the performance
of the common stocks of 500 large U.S. companies in the manufacturing,
utilities, transportation, and financial industries. (A company's market "cap"
is found by multiplying its shares outstanding by its stock price.) Companies
whose capitalization increases above this range after the fund's initial
purchase continue to be considered small companies for purposes of this policy.


To a lesser extent, the fund may invest in:

o stock index futures

To help manage cash flows efficiently, T. Rowe Price may also buy and sell stock
index futures. The fund intends to be invested in a large number of holdings. T.
Rowe Price believes this diversification should minimize the effects of
individual security selection on fund performance.

T. Rowe Price uses a number of quantitative models that are designed to identify
key characteristics of small-cap growth stocks. Quantitative models are
furnished by a sub-adviser to assist the sub-adviser in evaluating a potential
security. Characteristics are included in the model that the sub-adviser deems
advantageous in a security. Based on these models, stocks are selected in a
"top-down" manner so that the fund's portfolio as a whole reflects
characteristics T. Rowe Price considers important, such as valuations
(price/earnings or price/book value ratios, for example) and projected earnings
growth.

The fund may sell securities for a variety of reasons, such as to secure gains,
limit losses, or redeploy assets into more promising opportunities.

The fund may take a temporary defensive position when the securities trading
markets or the economy are experiencing excessive volatility or a prolonged
general decline, or other adverse conditions exist. Under these circumstances,
the fund will be unable to achieve its investment objective.

/warning sign/ RISKS

The fund is subject to the following principal investment risks:

o  STOCKS

While stocks have historically outperformed other investments over the long
term, they tend to go up and down more dramatically over the shorter term. These
price movements may result from factors affecting individual companies,
industries or the securities market as a whole. Because the stocks the fund
holds fluctuate in price, the value of your investment in the fund will go up
and down.

o  SMALL-CAP COMPANIES

Investing in small companies involves greater risk than is customarily
associated with more established companies. Stocks of small companies may be
subject to more abrupt or erratic price movements than larger company
securities. Small companies often have limited product lines, markets, or
financial resources, and their management may lack depth and experience.

Also, growth stocks can experience steep price declines if the company's
earnings disappoint investors. Since the fund will typically be fully invested
in this market sector, investors are fully exposed to its volatility.

o  QUANTITATIVE MODELS

Stocks selected using quantitative models may not be effective and may cause
overall returns to be lower than if other methods are used.

o  STOCK INDEX FUTURES

Futures involve additional investment risks and transactional costs, and draw
upon skills and experience which are different than those needed to pick other
securities. Special risks include:

o  inaccurate market predictions
o  imperfect correlation
o  illiquidity
o  tax considerations

YOU MAY LOSE MONEY IF YOU INVEST IN THIS FUND.

These and other risks are fully described in the section entitled "Explanation
of Strategies and Risks," beginning on page 38.

14 IDEX MUTUAL FUNDS/PROSPECTUS 1999

<PAGE>
/graph/ PAST PERFORMANCE

Because the fund commenced operations in 1999, it has no historical performance
information to present to you. Performance history will be available for the
fund after it has been in operation for one calendar year.

/dollar sign/ FEES AND EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below. Shareholder transaction fees are paid
from your account. Annual fund operating expenses are paid from fund assets.

SHAREHOLDER FEES


                                          Class of Shares
                                  A          B        C       M
                                ----       ----     ----    ----
Maximum sales charge
(load) on purchases
(AS A % OF OFFERING PRICE)      5.50%      None     None    1.00%

Maximum deferred
sales charge (load)             None(a)    5.00%    None    1.00%(b)
(AS A PERCENTAGE OF PURCHASE PRICE OR
REDEMPTION PROCEEDS, WHICHEVER IS LOWER)

A $10 fee will be charged twice a year for an account opened for more than 2
years with a balance below the share class minimum because of redemptions.
(Before the fee is assessed, you will be given 60 days notice to have the
opportunity to increase your balance.)

If you make more than four exchanges in a calendar quarter, the Fund or its
agents may impose fees of up to 2% of the value of such transactions.


ANNUAL FUND OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS      Class of Shares
                             A       B       C       M
                           ----    ----    ----    ----
Management fees            0.80%   0.80%   0.80%   0.80%

Distribution and
service (12b-1) fees       0.35%   1.00%   1.00%   0.90%
                           ----    ----    ----    ----
Other expenses (c)         2.70%   2.70%   2.70%   2.70%

TOTAL ANNUAL FUND
OPERATING EXPENSES         3.85%   4.50%   4.50%   4.40%
                           ----    ----    ----    ----

EXPENSE REDUCTION (d)      2.30%   2.30%   2.30%   2.30%

NET OPERATING EXPENSES     1.55%   2.20%   2.20%   2.10%

(a) Certain purchases of Class A shares in amounts greater than $1 million are
    subject to a 1% contingent deferred sales charge for 24 months after
    purchase.
(b) Purchases of Class M shares are subject to a 1% contingent deferred sales
    charge if redeemed within 18 months of purchase.
(c) Because the fund commenced operations in 1999, the "Other expenses" are
    estimates.
(d) Contractual arrangement with Idex Management, Inc. through 4/30/2000.

EXAMPLE


This example is here to help you compare the cost of investing in this fund with
that of other mutual funds. It shows the cumulative expenses you'd pay if you
invested $10,000 and held your shares for various time periods, with a 5% annual
return and fund operating expenses remaining the same. This return is for
illustration purposes and is not guaranteed. Actual costs may be higher or
lower.

If the shares are redeemed at the end of each period:

Share Class     1 year        3 years
- -----------     ------        -------
    A           $699          $1,460
    B           $723          $1,453
    C           $223          $1,153
    M           $410          $1,213

If the shares are not redeemed:

Share Class     1 year         3 years
- -----------     ------         -------
     A           $699          $1,460
     B           $223          $1,153
     C           $223          $1,153
     M           $311          $1,213

                                            IDEX MUTUAL FUNDS/PROSPECTUS 1999 15
<PAGE>
IDEX GOLDMAN SACHS GROWTH

SUMMARY OF RISKS AND RETURNS

/target/ OBJECTIVE

THE INVESTMENT OBJECTIVE OF IDEX GOLDMAN SACHS GROWTH IS TO SEEK LONG-TERM
GROWTH OF CAPITAL.

This fund may be appropriate for investors who seek long-term growth of capital
and who can tolerate fluctuations inherent in stock investing.

/chess piece/ STRATEGIES AND POLICIES

The fund's sub-adviser, Goldman Sachs Asset Management (GSAM), seeks to achieve
this objective by investing principally in:

o  stocks

This fund will invest at least 90% of total assets in a diversified portfolio of
stocks that are considered by GSAM to have long-term capital appreciation
potential.

To a lesser extent, the fund may invest in:

o  foreign equity securities (including securities of issuers in emerging
   countries and securities quoted in foreign currencies (10% in the aggregate))

Stocks for this fund are selected based on their prospects for above average
growth. GSAM will select securities of growth companies trading, in GSAM's
opinion, at a reasonable price relative to other industries, competitors and
historical price/earnings multiples.

In order to determine whether a security has favorable growth prospects, GSAM
ordinarily looks for one or more of the following characteristics in relation to
the security's prevailing price:

o  prospects for above average sales and earnings growth per share
o  high return on invested capital
o  free cash flow generation
o  sound balance sheet, financial and accounting policies, and overall financial
   strength
o  strong competitive advantages
o  effective research, product development, and marketing
o  pricing flexibility
o  strength of management
o  general operating characteristics that will enable the company to compete
   successfully in its marketplace

The fund generally will invest in companies whose earnings are believed to be in
a relatively strong growth trend, or, to a lesser extent, in companies in which
significant further growth is not anticipated but whose market value per share
is thought to be undervalued.

GSAM may sell fund securities when its expectations regarding growth change.

GSAM may take a temporary defensive position when the securities trading markets
or the economy are experiencing excessive volatility or a prolonged general
decline, or other adverse conditions exist. Under these circumstances, the fund
will be unable to achieve its investment objective.

/warning sign/ RISKS

The fund is subject to the following principal investment risks:

o  STOCKS

While stocks have historically outperformed other investments over the long
term, they tend to go up and down more dramatically over the shorter term. These
price movements may result from factors affecting individual companies,
industries or the securities market as a whole.

Because the stocks the fund holds fluctuate in price, the value of your
investment in the fund will go up and down.

YOU MAY LOSE MONEY IF YOU INVEST IN THIS FUND.


These and other risks are fully described in the section entitled "Explanation
of Strategies and Risks," beginning on page 38.


16 IDEX MUTUAL FUNDS/PROSPECTUS 1999

<PAGE>
/graph/ PAST PERFORMANCE

Because the fund commenced operations in 1999, it has no historical performance
information to present to you. Performance history will be available for the
fund after it has been in operation for one calendar year.

/dollar sign/ FEES AND EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below. Shareholder transaction fees are paid
from your account. Annual fund operating expenses are paid from fund assets.

Shareholder fees


                                         Class of Shares
                                  A        B         C          M
                                ----      ----      ----      ----
Maximum sales charge
(load) on purchases
(AS A % OF OFFERING PRICE)      5.50%     None      None      1.00%

Maximum deferred
sales charge (load)             None(a)   5.00%     None      1.00%(b)
(AS A PERCENTAGE OF PURCHASE PRICE OR
REDEMPTION PROCEEDS, WHICHEVER IS LOWER)

A $10 fee will be charged twice a year for an account opened for more than 2
years with a balance below the share class minimum because of redemptions.
(Before the fee is assessed, you will be given 60 days notice to have the
opportunity to increase your balance.)


If you make more than four exchanges in a calendar quarter, the Fund or its
agents may impose fees of up to 2% of the value of such transactions.

ANNUAL FUND OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS         Class of Shares
                                 A       B       C       M
                               ----    ----    ----    ----
Management fees                0.80%   0.80%   0.80%   0.80%

Distribution and service
(12b-1) fees                   0.35%   1.00%   1.00%   0.90%

Other expenses (c)             2.70%   2.70%   2.70%   2.70%

TOTAL ANNUAL FUND
OPERATING EXPENSES             3.85%   4.50%   4.50%   4.40%

EXPENSE REDUCTION (d)          2.30%   2.30%   2.30%   2.30%

NET OPERATING EXPENSES         1.55%   2.20%   2.20%   2.10%

(a) Certain purchases of Class A shares in amounts greater than $1 million are
    subject to a 1% contingent deferred sales charge for 24 months after
    purchase.
(b) Purchases of Class M shares are subject to a 1% contingent deferred sales
    charge if redeemed within 18 months of purchase.
(c) Because the fund commenced operations in 1999, the "Other expenses" are
    estimates.
(d) Contractual arrangement with Idex Management, Inc. through 4/30/2000.

EXAMPLE

This example is here to help you compare the cost of investing in this fund with
that of other mutual funds. It shows the cumulative expenses you'd pay if you
invested $10,000 and held your shares for various time periods, with a 5% annual
return and fund operating expenses remaining the same. This return is for
illustration purposes and is not guaranteed. Actual costs may be higher or
lower.

If the shares are redeemed at the end of each period:


Share Class       1 year        3 years
- -----------       ------        -------
    A             $699          $1,460
    B             $723          $1,453
    C             $223          $1,153
    M             $410          $1,213


If the shares are not redeemed:


Share Class     1 year          3 years
- -----------     ------          -------
    A           $699            $1,460
    B           $223            $1,153
    C           $223            $1,153
    M           $311            $1,213


                                            IDEX MUTUAL FUNDS/PROSPECTUS 1999 17
<PAGE>
IDEX SALOMON ALL CAP

SUMMARY OF RISKS AND RETURNS

/target/ OBJECTIVE

THE INVESTMENT OBJECTIVE OF IDEX SALOMON ALL CAP IS TO SEEK CAPITAL
APPRECIATION.

This fund may be appropriate for investors who want long-term growth of capital
and who can tolerate fluctuations in their investments.

/chess piece/ STRATEGIES AND POLICIES

The fund's sub-adviser, Salomon Brothers Asset Management Inc (SBAM), seeks to
achieve this objective by investing fund assets principally in:

o  common stocks
o  convertible securities

To a lesser extent, the fund may invest in:

o  cash and cash equivalents

This fund is non-diversified under federal securities laws.

The fund's classification as "non-diversified" under the 1940 Act means that the
fund has the ability to take larger positions in a smaller number of issuers. To
the extent the fund invests a greater portion of its assets in the securities
of a smaller number of issuers, this fund's non-diversification makes it more
susceptible to any single, economic, political or regulatory occurrence than a
more widely diversified fund and it may be subject to greater risk of loss with
respect to its portfolio securities.

However, to meet federal tax requirements, at the close of each quarter the fund
may not have more than 25% of its total assets invested in any one issuer, and,
with respect to 50% of its total assets, not more than 5% of its total assets
invested in any one issuer.

In seeking capital appreciation, the fund may purchase securities of: seasoned
issuers; small companies; newer companies; and new issues. The fund may be
subject to wide fluctuations in market value. The fund's portfolio securities
may have limited marketability or may be widely and publicly traded.

SBAM anticipates that the fund's investments generally will be in securities of
companies which it considers to reflect the following characteristics:

o  undervalued share prices
o  special situations such as existing or possible changes in management or
   management policies, corporate structure or control, capitalization,
   regulatory environment, or other circumstances which could be expected to
   favor earnings or market price of such company's shares
o  growth potential due to technological advances, new methods in marketing or
   production, new or unique products or services, changes in demands for
   products or services or other significant new developments


SBAM uses a "bottom up" fundamental research process to select the fund's
securities. That is, they seek to identify individual companies with earnings
growth potential that may not be recognized by the market.


SBAM may sell the fund's securities when stocks become overvalued and its
expectations regarding earnings growth change.

SBAM may take a temporary defensive position when the securities trading markets
or the economy are experiencing excessive volatility or a prolonged general
decline, or other adverse conditions exist. Under these circumstances, the fund
will be unable to pursue its investment objective.

/warning sign/ RISKS

The fund is subject to the following principal investment risks:

o  STOCKS

While stocks have historically outperformed other investments over the long
term, they tend to go up and down more dramatically over the shorter term. These
price movements may result from factors affecting individual companies,
industries or the securities market as a whole.

Because the fund's holdings may fluctuate in price, the value of your investment
in the fund will go up and down.

o  CONVERTIBLE SECURITIES

As with all debt securities the market value of convertible securities tends to
decline as interest rates increase and, conversely, to increase as interest
rates decline.

YOU MAY LOSE MONEY IF YOU INVEST IN THIS FUND.


These and other risks are fully described in the section entitled "Explanation
of Strategies and Risks," beginning on page 38.


18 IDEX MUTUAL FUNDS/PROSPECTUS 1999

<PAGE>

/graph/ PAST PERFORMANCE

Because the fund commenced operations in 1999, it has no historical performance
information to present to you. Performance history will be available for the
fund after it has been in operation for one calendar year.

/dollar sign/ FEES AND EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below. Shareholder transaction fees are paid
from your account. Annual fund operating expenses are paid from fund assets.
Shareholder fees


                                        Class of Shares
                                  A         B       C       M
                                ----      ----    ----    ----
Maximum sales charge
(load) on purchases
(AS A % OF OFFERING PRICE)      5.50%     None    None    1.00%

Maximum deferred
sales charge (load)             None(a)   5.00%   None    1.00%(b)
(AS A % OF PURCHASE PRICE OR REDEMPTION
PROCEEDS, WHICHEVER IS LOWER)


A $10 fee will be charged twice a year for an account opened for more than 2
years with a balance below the share class minimum because of redemptions.
(Before the fee is assessed, you will be given 60 days notice to have the
opportunity to increase your balance.)


If you make more than four exchanges in a calendar quarter, the Fund or its
agents may impose fees of up to 2% of the value of such transactions.

ANNUAL FUND OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS        Class of Shares
                                A       B       C       M
                              ----    ----    ----    ----
Management fees               0.80%   0.80%   0.80%   0.80%

Distribution and
service (12b-1) fees          0.35%   1.00%   1.00%   0.90%

Other expenses (c)            2.70%   2.70%   2.70%   2.70%
                              ----    ----    ----    ----
TOTAL ANNUAL FUND
OPERATING EXPENSE             3.85%   4.50%   4.50%   4.40%

EXPENSE REDUCTION (d)         2.30%   2.30%   2.30%   2.30%

NET OPERATING EXPENSES        1.55%   2.20%   2.20%   2.10%
                              ----    ----    ----    ----


(a) Certain purchases of Class A shares in amounts greater than $1 million are
    subject to a 1% contingent deferred sales charge for 24 months after
    purchase.
(b) Purchases of Class M shares are subject to a 1% contingent deferred sales
    charge if redeemed within 18 months of purchase.
(c) Because the fund commenced operations in 1999, the "Other expenses" are
    estimates.
(d) Contractual arrangement with Idex Management, Inc. through 4/30/2000.

EXAMPLE


This example is here to help you compare the cost of investing in this fund with
that of other mutual funds. It shows the cumulative expenses you'd pay if you
invested $10,000 and held your shares for various time periods, with a 5% annual
return and fund operating expenses remaining the same. This return is for
illustration purposes and is not guaranteed. Actual costs may be higher or
lower. If the shares are redeemed at the end of each period:

Share Class       1 year          3 years
- -----------       ------          -------
     A            $699            $1,460
     B            $723            $1,453
     C            $223            $1,153
     M            $410            $1,213


If the shares are not redeemed:


Share Class     1 year          3 years
- -----------     ------          -------
     A           $699            $1,460
     B           $223            $1,153
     C           $223            $1,153
     M           $311            $1,213


                                            IDEX MUTUAL FUNDS/PROSPECTUS 1999 19
<PAGE>
IDEX ALGER AGGRESSIVE GROWTH
(FORMERLY AGGRESSIVE GROWTH PORTFOLIO)

SUMMARY OF RISKS AND RETURNS

/target/ OBJECTIVE

THE OBJECTIVE OF IDEX ALGER AGGRESSIVE GROWTH IS LONG-TERM CAPITAL APPRECIATION.

This fund may be appropriate for investors who seek capital growth aggressively,
and who can tolerate wide swings in the value of their investment.

/chess piece/ STRATEGIES AND POLICIES

The fund's sub-adviser, Fred Alger Management, Inc. (Alger), seeks to achieve
the fund's objective by investing fund assets principally in:

o  equity securities such as common or preferred stocks
o  convertible securities (convertible securities can be exchanged for or
   converted into common stock of such companies)

To a lesser extent, Alger may invest fund assets in:

o  U.S. dollar denominated securities of foreign issuers (American Depositary
   Receipts (ADRs))
o  money market instruments
o  repurchase agreements

Under normal market conditions, the fund invests at least 85% of its assets in
common stocks, which may include stocks of developing companies, of older
companies that are entering a new stage of growth, and of companies whose
products or services have a high unit volume growth rate. Alger may also invest
in rights, warrants, options and futures.

When selecting stocks for the fund, Alger considers the following factors:

  o  insiders' activity
  o  market style leadership
  o  institutional activity
  o  relative strength price change
  o  price-to-declining U.S. dollar
  o  earnings to projected change
  o  quarterly earnings per-share growth rate

Alger selects convertible securities for the fund that can be converted, or
exchanged, for stock of the issuer. Convertible securities are often rated below
investment grade, or not rated because they fall below debt obligations and just
above common stock in order of preference or priority on the issuer's balance
sheet. Alger does not limit convertible securities by rating and there is no
minimal acceptance rating for a convertible security to be purchased or held by
the fund.

The fund may also use leveraging, a technique that involves borrowing money to
invest in an effort to enhance shareholder returns.

Alger may take a temporary defensive position when the securities trading
markets or the economy are experiencing excessive volatility or a prolonged
general decline, or other adverse conditions exist. During this time, the fund
may invest up to 100% of its assets in money market instruments and cash
equivalents. Under these circumstances, the fund will be unable to pursue its
investment objective.

Alger may sell fund securities when its expectations regarding growth change.

/warning sign/ RISKS

The fund is subject to the following principal investment risks:

o  STOCKS

While stocks have historically outperformed other investments over the long
term, they tend to go up and down more dramatically over the shorter term. These
price movements may result from factors affecting individual companies,
industries or the securities market as a whole.

Because the stocks the fund holds fluctuate in price, the value of your
investment in the fund will go up and down.

o  INVESTING AGGRESSIVELY

   o  The value of developing-company stocks may be very volatile, and can drop
      significantly in a short period of time.
   o  Rights, options and futures contracts may not be exercised and may expire
      worthless.
   o  Warrants and rights may be less liquid than stocks.

   o  Leveraging practices may make the fund more volatile:

      o  leveraging may exaggerate the effect on net asset value of any increase
         or decrease in the market value of the fund's securities
      o  money borrowed for leveraging is subject to interest costs
      o  minimum average balances may need to be maintained or a line of credit
         with connection to borrowing may be necessary resulting in an increased
         cost of borrowing

o  CONVERTIBLE SECURITIES

As with all debt securities, the market value of convertible securities tends to
decline as interest rates increase and, conversely, to increase as interest
rates decline.

YOU MAY LOSE MONEY IF YOU INVEST IN THIS FUND.


These and other risks are fully described in the section entitled "Explanation
of Strategies and Risks," beginning on page 38.


20 IDEX MUTUAL FUNDS/PROSPECTUS 1999
<PAGE>

/graph/ PAST PERFORMANCE


The bar chart and the table below show the fund's annual returns and its
long-term performance. The bar chart and table indicate the risks of investing
in the fund by showing you how the fund's performance has varied from year to
year. The bar chart does not reflect the impact of sales charges, which lower
the fund's return. The table compares how the fund's average annual returns for
different calendar periods compare to the returns of the S&P 500 Composite Stock
Price Index ("S&P 500"), a widely recognized unmanaged index of stock
performance. The table reflects the impact of the fund's sales load for each
share class. The bar chart and table assume reinvestment of dividends and
capital gains distributions. As with all mutual funds, past performance is not a
prediction of future results.


YEAR-BY-YEAR TOTAL RETURN as of 12/31 each year (%) (1)

          CLASS A SHARES
1995      1996      1997      1998
- ----      ----      ----      ----

55.00     5.99      23.27     48.92


(1) AS OF SEPTEMBER 30, 1999, THE END OF THE MOST RECENT CALENDAR QUARTER, THE
FUND'S YEAR-TO-DATE RETURN FOR CLASS A SHARES WAS ____%.

Class A Shares:   QUARTER ENDED         RETURN
                  -------------         -----
Best Quarter:       12/31/98            28.99%
Worst Quarter:       9/30/98            (9.47)%


AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/98
(WITH SALES LOADS)

                              SINCE
               ONE YEAR      INCEPTION
               --------      ---------
A Shares        40.73%        30.55%
B Shares        43.50%        18.57%
M Shares*       46.08%        31.70%
S&P 500**       28.58%        30.20%


*ALL SHARES DESIGNATED AS CLASS C SHARES PRIOR TO MARCH 1, 1999 WERE RENAMED AS
CLASS M SHARES ON THAT DATE. EFFECTIVE NOVEMBER 1, 1999, THE FUND BEGAN OFFERING
A NEW CLASS C SHARE THAT HAS DIFFERENT FEES AND EXPENSES THAN THE PREVIOUS CLASS
C SHARE.
**SINCE INCEPTION OF CLASS A SHARES AND CLASS M SHARES (12/02/94). SINCE
INCEPTION OF CLASS B SHARES (10/01/95) IS 28.04%.


/dollar sign/ FEES AND EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the following table. Shareholder transaction fees are
paid from your account. Annual fund operating expenses are paid from fund
assets.

SHAREHOLDER FEES


                                        Class of Shares
                                A         B        C         M
                              ----      ----      ----      ----
Maximum sales charge
(load) on purchases
(AS A % OF OFFERING PRICE)    5.50%     None      None      1.00%

Maximum deferred
sales charge (load)           None(a)   5.00%     None      1.00%(b)
(AS A PERCENTAGE OF PURCHASE PRICE OR
REDEMPTION PROCEEDS, WHICHEVER IS LOWER)

A $10 fee will be charged twice a year for an account opened for more than 2
years with a balance below the share class minimum because of redemptions.
(Before the fee is assessed, you will be given 60 days notice to have the
opportunity to increase your balance.)


If you make more than four exchanges in a
calendar quarter, the Fund or its agents may impose fees of up to 2% of the
value of such transactions.

ANNUAL FUND OPERATING EXPENSES (as of 10/31/98)
% OF AVERAGE DAILY NET ASSETS           Class of Shares
                                   A       B     C(d)      M
                                 ----    ----    ----    ----
Management fees (e)              0.80%   0.80%   0.80%   0.80%

Distribution and service
(12b-1) fees                     0.35%   1.00%   1.00%   0.90%

Other expenses
                                 0.83%   0.83%   0.83%   0.83%
                                 ----    ----    ----    ----
TOTAL ANNUAL FUND
OPERATING EXPENSES               1.98%   2.63%   2.63%   2.53%

EXPENSE REDUCTION (c)            0.43%   0.43%   0.43%   0.43%
                                 ----    ----    ----    ----
NET OPERATING EXPENSES           1.55%   2.20%   2.20%   2.10%

(a) Certain purchases of Class A shares in amounts greater than $1 million are
    subject to a 1% contingent deferred sales charge for 24 months after
    purchase.
(b) Purchases of Class M shares are subject to a 1% contingent deferred sales
    charge if redeemed within 18 months of purchase.
(c) Contractual arrangement with Idex Management, Inc. through 4/30/2000.
(d) Annual fund operating expenses are estimated based on the fund's expenses
    for the fiscal year ended 10/31/98.
(e) Effective March 1, 1999, management fees were reduced from 1.00% to 0.80%.


EXAMPLE

This example is here to help you compare the cost of investing in this fund with
that of other mutual funds. It shows the cumulative expenses you'd pay if you
invested $10,000 and held your shares for various time periods, with a 5% annual
return and fund operating expenses remaining the same. This return is for
illustration purposes and is not guaranteed. Actual costs may be higher or
lower.
If the shares are redeemed at the end of each period:


Share Class    1 year   3 years   5 years   10 years
- -----------    ------   -------   -------   --------
   A            $699    $1,098    $1,521     $2,697
   B*           $723    $1,077    $1,457     $2,771
   C            $223    $  777    $1,357     $2,932
   M            $410    $  839    $1,394     $2,905


If the shares are not redeemed:


Share Class    1 year   3 years   5 years   10 years
- -----------    ------   -------   -------   --------
   A           $699     $1,098    $1,521     $2,697
   B*           $223    $  777    $1,357     $2,771
   C           $223     $  777    $1,357     $2,932
   M            $311    $  839    $1,394     $2,905


*EXAMPLES FOR CLASS B SHARES ASSUME THEY WILL CONVERT TO CLASS A SHARES EIGHT
YEARS AFTER YOU PURCHASE THEM.

                                            IDEX MUTUAL FUNDS/PROSPECTUS 1999 21
<PAGE>

IDEX PILGRIM BAXTER MID CAP GROWTH

SUMMARY OF RISKS AND RETURNS

/target/ OBJECTIVE

THE INVESTMENT OBJECTIVE OF IDEX PILGRIM BAXTER MID CAP GROWTH IS TO SEEK
CAPITAL APPRECIATION.

This fund may be appropriate for investors who want long-term growth of capital
and who can tolerate fluctuations inherent in stock investing.

/chess piece/ STRATEGIES AND POLICIES

The fund's sub-adviser, Pilgrim Baxter & Associates, Ltd. (Pilgrim
Baxter), seeks to achieve the fund's objective by investing fund assets
principally in:

o  common stocks of medium capitalization companies

In seeking capital appreciation, Pilgrim Baxter normally invests at least 65% of
the fund's total assets in common stocks, issued by companies with market
capitalizations or average revenues between $500 million and $10 billion. The
fund invests primarily in companies that Pilgrim Baxter believes have strong
earnings growth and capital appreciation potential. To a lesser extent, the fund
may invest in foreign securities, warrants and rights.

Purchase ideas may be suggested by Pilgrim Baxter's quantitative models or
analysts, but the fund's manager initiates all final decisions to purchase a
security only after extensive fundamental research. In all cases, the motivation
for the purchase concept is the same: to identify as early as possible stocks
with strong and improving trends in growth and profitability.

Pilgrim Baxter's primary sell discipline is to sell stocks that fail to maintain
fundamental momentum, as defined either by quantitative or subjective criteria.
A secondary discipline is to reduce or eliminate positions in stocks where
valuation exceeds levels that even strong momentum can sustain.

Pilgrim Baxter may take a temporary defensive position when the securities
trading markets or the economy are experiencing excessive volatility or a
prolonged general decline, or other adverse conditions exist. Under these
circumstances, the fund will be unable to achieve its investment objective.

/warning sign/ RISKS

The fund is subject to the following principal investment risks:

o  STOCKS

While stocks have historically outperformed other investments over the long
term, they tend to go up and down more dramatically over the shorter term. These
price movements may result from factors affecting individual companies,
industries or the securities market as a whole.

Because the stocks the fund may hold fluctuate in price, the value of your
investment in the fund will go up and down.

o  MEDIUM-SIZED COMPANIES

These companies present additional risks because their earnings are less
predictable, their share price more volatile, and their securities less liquid
than larger, more established companies.

YOU MAY LOSE MONEY IF YOU INVEST IN THIS FUND.

These and other risks are fully described in the section entitled "Explanation
of Strategies and Risks," beginning on page 38.



22 IDEX MUTUAL FUNDS/PROSPECTUS 1999
<PAGE>

/graph/ PAST PERFORMANCE

Because the fund commenced operations in 1999, it has no historical performance
information to present to you. Performance history will be presented for the
fund after it has been in operation for one calendar year.

/dollar sign/ FEES AND EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below. Shareholder transaction fees are paid
from your account. Annual fund operating expenses are paid from fund assets.

SHAREHOLDER FEES


                                        Class of Shares
                                A         B        C         M
                              ----      ----      ----      ----
Maximum sales charge
(load) on purchases
(AS A % OF OFFERING PRICE)    5.50%     None      None      1.00%

Maximum deferred
sales charge (load)           None(a)   5.00%     None      1.00%(b)
(AS A PERCENTAGE OF PURCHASE PRICE OR
REDEMPTION PROCEEDS, WHICHEVER IS LOWER)


A $10 fee will be charged twice a year for an account opened for more than 2
years with a balance below the share class minimum because of redemptions.
(Before the fee is assessed, you will be given 60 days notice to have the
opportunity to increase your balance.)


If you make more than four exchanges in a calendar quarter, the Fund or its
agents may impose fees of up to 2% of the value of such transactions.

ANNUAL FUND OPERATING EXPENSES (as of 10/31/98)
% OF AVERAGE DAILY NET ASSETS           Class of Shares
                                   A       B       C       M
                                 ----    ----    ----    ----
Management fees                  0.80%   0.80%   0.80%   0.80%

Distribution and
service (12b-1) fees             0.35%   1.00%   1.00%   0.90%
                                 ----    ----    ----    ----
Other expenses (c)               2.70%   2.70%   2.70%   2.70%

TOTAL ANNUAL FUND
OPERATING EXPENSE                3.85%   4.50%   4.50%   4.40%
                                 ----    ----    ----    ----

EXPENSE REDUCTION (d)            2.30%   2.30%   2.30%   2.30%
NET OPERATING EXPENSES           1.55%   2.20%   2.20%   2.10%


(a) Certain purchases of Class A shares in amounts greater than $1 million are
    subject to a 1% contingent deferred sales charge for 24 months after
    purchase.
(b) Purchases of Class M shares  are subject to a 1% contingent deferred sales
    charge if redeemed within 18 months of purchase.
(c) Because the fund commenced operations in 1999, the "Other expenses" are
    estimates.
(d) Contractual arrangement with Idex Management, Inc. through 4/30/2000.

EXAMPLE

This example is here to help you compare the cost of investing in this fund with
that of other mutual funds. It shows the cumulative expenses you'd pay if you
invested $10,000 and held your shares for various time periods, with a 5% annual
return and fund operating expenses remaining the same. This return is for
illustration purposes and is not guaranteed. Actual costs may be higher or
lower. If the shares are redeemed at the end of each period:

Share Class         1 year          3 years
- -----------         ------          -------
     A               $699            $1,460
     B               $723            $1,453
     C               $223            $1,153
     M               $410            $1,213

If the shares are not redeemed:

Share Class         1 year          3 years
- -----------         ------          -------
     A               $699            $1,460
     B               $223            $1,153
     C               $223            $1,153
     M               $311            $1,213

                                            IDEX MUTUAL FUNDS/PROSPECTUS 1999 23
<PAGE>
IDEX AEGON INCOME PLUS
(FORMERLY INCOME PLUS PORTFOLIO)

SUMMARY OF RISKS AND RETURNS

/target/ OBJECTIVE

THE OBJECTIVE OF IDEX AEGON INCOME PLUS IS TO SEEK AS HIGH A LEVEL OF CURRENT
INCOME AS IS CONSISTENT WITH THE AVOIDANCE OF EXCESSIVE RISK.

This fund may be appropriate for investors who seek high current income and are
willing to tolerate the fluctuation in principal value associated with changes
in interest rates.

/chess piece/ STRATEGIES AND POLICIES

The fund's sub-adviser, AEGON USA Investment Management, Inc. (AIMI), seeks to
achieve this objective by principally investing fund assets in a diversified
portfolio of:

o  fixed-income securities including investment grade bonds and
   high-yield/high-risk bonds (commonly known as "junk bonds")

When investing in rated securities, the fund buys those rated B or better by
Moody's or S&P. When investing in rated commercial paper, the fund buys those
rated Prime-2 or better by Moody's or A-2 or better by S&P. The fund may invest
in unrated securities which, in AIMI's judgment, are of equivalent quality. If
the rated securities held by the fund are downgraded, AIMI will consider whether
to keep these securities.

The fund may not invest in rated corporate securities that are rated below
investment grade, if such holdings are more than 50% of its total holdings of
securities (other than commercial paper).

AIMI's strategy is to achieve yields as high as possible while managing risk.
AIMI uses a "top down/bottom up" approach in managing the fund's assets. The
"top down" approach is to adjust the risk profile of the fund. AIMI analyzes
four factors that affect the movement of fixed-income bond prices which include:
economic indicators; technical indicators that are specific to the high-yield
market; investor sentiment and valuation. Analysis of these factors assists AIMI
in its decisions regarding the fund's portfolio allocations.

AIMI has developed a proprietary credit model that is the foundation of its
"bottom up" analysis. The model tracks historical cash flow numbers and
calculates credit financial ratios. Because high-yield companies are of higher
financial risk, AIMI does a thorough credit analysis of all companies in the
fund's portfolio, as well as all potential acquisitions.

Each potential buy and sell candidate is analyzed by AIMI from both the "top
down" and "bottom up" strategies. An industry may look attractive in one area,
but not the other. They can then review the results of their analysis and decide
whether or not to proceed with a transaction.


For temporary defensive purposes, the fund may invest some or all of its assets
in short-term obligations. Under these circumstances, the fund will be unable to
achieve its investment objective.


AIMI may sell fund securities when it determines there are changes in economic
indicators, technical indicators or valuation.

/danger sign/ RISKS

The fund is subject to the following principal investment risks:

o  FIXED-INCOME SECURITIES

The value of these securities may change daily based on changes in the interest
rates, and other market conditions and factors. Risks include:

   o  changes in interest rates
   o  length of time to maturity
   o  issuers defaulting on their obligations to pay interest or return
      principal

o  HIGH-YIELD/HIGH-RISK SECURITIES

   o  credit risk
   o  greater sensitivity to interest rate movements
   o  greater vulnerability to economic changes
   o  decline in market value in event of default
   o  less liquidity

o  PROPRIETARY RESEARCH

AIMI's proprietary forms of research may not be effective and may cause overall
returns to be lower than if other forms of research are used.

YOU MAY LOSE MONEY IF YOU INVEST IN THIS FUND.


These and other risks are fully described in the section entitled "Full
Explanation of Strategies and Risks," beginning on page 38.



24 IDEX MUTUAL FUNDS/PROSPECTUS 1999
<PAGE>

/graph/ PAST PERFORMANCE


The bar chart and the table below show the fund's annual returns and its
long-term performance. The bar chart and table indicate the risks of investing
in the fund by showing you how the fund's performance has varied from year to
year. The bar chart does not reflect the impact of sales charges, which lower
the fund's return. The table compares how the fund's average annual returns for
different calendar periods compare to the returns of the Merrill Lynch High
Yield Master Index (MLHYM), a widely recognized unmanaged index of market
performance. The table reflects the impact of the fund's sales load for each
share class. The bar chart and table assume reinvestment of dividends and
capital gains distributions. As with all mutual funds, past performance is not a
prediction of future results.


YEAR-BY-YEAR TOTAL RETURN as of 12/31 each year (%) (1)

                                 CLASS A SHARES

 1989    1990    1991    1992    1993   1994    1995    1996    1997    1998
 ----    ----    ----    ----    ----   ----    ----    ----    ----    ----
12.28    2.85   22.28   12.63   13.35  (4.02)  18.43    9.45   11.53    4.33

(1) AS OF SEPTEMBER 30, 1999, THE END OF THE MOST RECENT CALENDAR QUARTER, THE
FUND'S YEAR-TO-DATE RETURN FOR CLASS A SHARES WAS ____%.


Class A Shares:     QUARTER ENDED       RETURN
                    -------------       ------
Best Quarter:          12/31/85          8.73%
Worst Quarter:          9/30/87         (3.41)%
AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/98
(WITH SALES LOADS)

                                                                   SINCE
                         ONE YEAR     5 YEARS     10 YEARS       INCEPTION
                         --------     -------     --------       ---------
A Shares                  (0.63)%      6.64%        9.53%           9.83%
B Shares                  (1.42)%       N/A          N/A            7.32%
M Shares*                  1.66%       6.75%         N/A            6.61%
MLHYM**                    3.65%       9.36%       11.26%          11.61%

*ALL SHARES DESIGNATED AS CLASS C SHARES PRIOR TO MARCH 1, 1999 WERE RENAMED AS
CLASS M SHARES ON THAT DATE. EFFECTIVE NOVEMBER 1, 1999 THE FUND BEGAN OFFERING
A NEW CLASS C SHARE THAT HAS DIFFERENT FEES AND EXPENSES THAN THE PREVIOUS CLASS
C SHARE.
**SINCE INCEPTION OF CLASS A SHARES (6/14/85). SINCE INCEPTION OF CLASS B SHARES
(10/01/95) IS 8.61% AND CLASS M SHARES (10/01/93) IS 8.04%.


/dollar sign/ FEES AND EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the following table. Shareholder transaction fees are
paid from your account. Annual fund operating expenses are paid from fund
assets.

SHAREHOLDER FEES


                                        Class of Shares
                                A         B        C         M
                              ----      ----      ----      ----
Maximum sales charge
(load) on purchases
(AS A % OF OFFERING PRICE)    4.75%     None      None      1.00%

Maximum deferred
sales charge (load)          None(a)    5.00%     None      1.00%(b)
(AS A PERCENTAGE OF PURCHASE PRICE OR
REDEMPTION PROCEEDS, WHICHEVER IS LOWER)

A $10 fee will be charged twice a year for an account opened for more than 2
years with a balance below the share class minimum because of redemptions.
(Before the fee is assessed, you will be given 60 days notice to have the
opportunity to increase your balance.)


If you make more than four exchanges in a calendar quarter, the Fund or its
agents may impose fees of up to 2% of the value of such transactions.

ANNUAL FUND OPERATING EXPENSES (as of 10/31/98)
% OF AVERAGE DAILY NET ASSETS           Class of Shares
                                   A       B       C       M
                                 ----    ----    ----    ----
Management fees                  0.60%   0.60%   0.60%   0.60%

Distribution and service
(12b-1) fees                     0.35%   1.00%   1.00%   0.90%
                                 ----    ----    ----    ----

Other expenses                   0.29%   0.29%   0.29%   0.29%

TOTAL ANNUAL FUND
OPERATING EXPENSES               1.24%   1.89%   1.89%   1.79%
                                 ----    ----    ----    ----

(a) Certain purchases of Class A shares in amounts greater than $1 million are
    subject to a 1% contingent deferred sales charge for 24 months after
    purchase.
(b) Purchases of Class M shares are subject to a 1% contingent deferred sales
    charge if redeemed within 18 months of purchase.
(c) Annual fund operating expenses are estimated and based on the fund's
    expenses for the fiscal year ended 10/31/98.


EXAMPLE

This example is here to help you compare the cost of investing in this fund with
that of other mutual funds. It shows the cumulative expenses you'd pay if you
invested $10,000 and held your shares for various time periods, with a 5% annual
return and fund operating expenses remaining the same. This return is for
illustration purposes and is not guaranteed. Actual costs may be higher or
lower.

If the shares are redeemed at the end of each period:


Share Class         1 year    3 years     5 years      10 years
- -----------         ------    -------     -------      --------
     A               $595       $850       $1,124       $1,904
     B*              $692       $894       $1,121       $2,040
     C               $192       $594       $1,021       $2,214
     M               $379       $658       $1,060       $2,184


If the shares are not redeemed:


Share Class         1 year    3 years     5 years      10 years
- -----------         ------    -------     -------      --------
     A               $595       $850       $1,124       $1,904
     B*              $192       $594       $1,021       $2,040
     C               $192       $594       $1,021       $2,214
     M               $280       $658       $1,060       $2,184


*EXAMPLES FOR CLASS B SHARES ASSUME THEY WILL CONVERT TO CLASS A SHARES EIGHT
YEARS AFTER YOU PURCHASE THEM.

                                            IDEX MUTUAL FUNDS/PROSPECTUS 1999 25
<PAGE>
IDEX AEGON TAX EXEMPT
(FORMERLY TAX-EXEMPT PORTFOLIO)

SUMMARY OF RISKS AND RETURNS

/target/ OBJECTIVE

THE OBJECTIVE OF IDEX AEGON TAX EXEMPT IS MAXIMUM CURRENT INTEREST INCOME EXEMPT
FROM FEDERAL INCOME TAX, CONSISTENT WITH PRESERVATION OF CAPITAL.

This fund may be appropriate for investors who seek high current federal
tax-free income and are willing to tolerate the fluctuation in principal value
associated with changes in interest rates. Yields on municipal obligations are
typically lower than on similar taxable securities. Such investors will
generally have higher taxable incomes.

The fund is not for tax-exempt retirement programs because they would receive no
benefit from the tax-exempt nature of most of the fund's income.

/chess piece/ STRATEGIES AND POLICIES

Its sub-adviser, AEGON USA Investment Management, Inc. (AIMI), seeks to achieve
this objective by investing at least 80% of the fund's net assets in:

o  municipal obligations rated in the three highest grades of Moody's or S&P


These securities must be tax-exempt and not subject to alternative minimum tax.


These obligations are issued by states, territories or possessions of the U.S.,
the District of Columbia and their political subdivisions, agencies, etc., and
the fund will invest in them only if the interest they pay is based on the
opinion of bond counsel, exempt from federal income tax.


The average maturity of securities in the fund may vary based on AIMI's analysis
of interest rate trends and municipal market factors.


AIMI takes an approach it believes to be conservative, striving to participate
in the market's advances while preserving capital on the downside, in an attempt
to provide solid risk-adjusted returns for the shareholders of the fund. The
fund is managed by assessing key factors for the tax-exempt environment. The
duration and maturity structure of the fund's portfolio generally reflects the
interest rate outlook of AIMI's Fixed Income Strategy Committee.

Yields on municipal obligations depend upon:

o  type or classification of the issuer
o  maturity
o  size and structure of the deal
o  creditworthiness

Continuous changes in these areas are monitored by AIMI to evaluate when the
rewards are appropriate for the degree of risk taken. The fund's portfolio is
broadly diversified among all municipal obligations.

AIMI may take a temporary defensive position by investing up to 20% of its
assets in lower-yielding and taxable instruments when the securities trading
markets or the economy are experiencing excessive volatility or a prolonged
general decline, or other adverse conditions exist. Under these circumstances,
the fund will be unable to achieve its investment objective.

RISKS

The fund is subject to the following investment risks:

o  MUNICIPAL OBLIGATIONS

   o  Their yields are usually lower than on similar, but taxable securities
   o  The income may be subject to state and local taxes
   o  The income may be a preference item for determining the federal
      alternative minimum tax
   o  Unrated municipal securities may be less liquid than rated securities
   o  Congress occasionally considers restricting or eliminating the federal tax
      exemption
   o  Obligations could ultimately be federally taxable

o  FIXED-INCOME SECURITIES

The value of these securities may change daily based on changes in the interest
rates, and other market conditions and factors. These risks include:

   o  fluctuations in market value
   o  changes in interest rates
   o  length of time to maturity
   o  issuers defaulting on their obligations to pay
      interest or return principal

YOU MAY LOSE MONEY IF YOU INVEST IN THIS FUND.


These and other risks are fully described in the section entitled "Explanation
of Strategies and Risks," beginning on page 38.


26  IDEX MUTUAL FUNDS/PROSPECTUS 1999
<PAGE>

/graph/ PAST PERFORMANCE


The bar chart and the table below show the fund's annual returns and its
long-term performance. The bar chart and table indicate the risks of investing
in the fund by showing you how the fund's performance has varied from year to
year. The bar chart does not reflect the impact of sales charges, which lower
the fund's return. The table compares how the fund's average annual returns for
different calendar periods compare to the returns of the Lehman Brothers General
Municipal Bond Index (LBGMB), a widely recognized unmanaged index of market
performance. The table reflects the impact of the fund's sales load for each
share class. The bar chart and table assume reinvestment of dividends and
capital gains distributions. As with all mutual funds, past performance is not a
prediction of future results.


YEAR-BY-YEAR TOTAL RETURN as of 12/31 each year (%) (1)

                                 CLASS A SHARES

 1989    1990    1991    1992    1993   1994    1995    1996    1997    1998
 ----    ----    ----    ----    ----   ----    ----    ----    ----    ----
10.57    5.57   10.24    6.60    8.66  (2.25)  12.86    3.89   10.12    4.58


(1) AS OF SEPTEMBER 30, 1999, THE END OF THE MOST RECENT CALENDAR QUARTER, THE
FUND'S YEAR-TO-DATE RETURN FOR CLASS A SHARES WAS ___%.


Class A Shares:   QUARTER ENDED         RETURN
                  -------------         -----
Best Quarter:        6/30/85             9.13%
Worst Quarter:       6/30/87            (5.51)%


AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/98
(WITH SALES LOADS)

                                                                   SINCE
                         ONE YEAR     5 YEARS     10 YEARS       INCEPTION
                         --------     -------     --------       ---------
A Shares                  (0.39)%      4.68%        6.48%          7.66%
B Shares                  (1.17)%       N/A          N/A           5.66%
M Shares*                  2.19%       5.21%         N/A           5.14%
LBGMB**                    6.54%       6.24%        8.22%          9.29%


*ALL SHARES DESIGNATED AS CLASS C SHARES PRIOR TO MARCH 1, 1999 WERE RENAMED AS
CLASS M SHARES ON THAT DATE. EFFECTIVE NOVEMBER 1, 1999 THE FUND BEGAN OFFERING
A NEW CLASS C SHARE THAT HAS DIFFERENT FEES AND EXPENSES THAN THE PREVIOUS CLASS
C SHARE.
**SINCE INCEPTION OF CLASS A SHARES (4/01/85). SINCE INCEPTION OF CLASS B SHARES
(10/01/95) IS 7.48% AND CLASS M (10/01/93) IS 6.20%.


/dollar sign/ FEES AND EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the following table. Shareholder transaction fees are
paid from your account. Annual fund operating expenses are paid from fund
assets.

SHAREHOLDER FEES


                                        Class of Shares
                                A         B        C         M
                              ----      ----      ----      ----
Maximum sales charge
(load) on purchases
(AS A % OF OFFERING PRICE)    4.75%     None      None      1.00%

Maximum deferred
sales charge (load)          None(a)    5.00%     None      1.00%(b)
(AS A PERCENTAGE OF PURCHASE PRICE OR
REDEMPTION PROCEEDS, WHICHEVER IS LOWER)

A $10 fee will be charged twice a year for an account opened for more than 2
years with a balance below the share class minimum because of redemptions.
(Before the fee is assessed, you will be given 60 days notice to have the
opportunity to increase your balance.)


If you make more than four exchanges in a calendar quarter, the Fund or its
agents may impose fees of up to 2% of the value of such transactions.

ANNUAL FUND OPERATING EXPENSES (as of 10/31/98)
% OF AVERAGE DAILY NET ASSETS           Class of Shares
                                   A       B     C(d)      M
                                 ----    ----    ----    ----
Management fees                  0.60%   0.60%   0.60%   0.60%

Distribution and service
(12b-1) fees                     0.35%   1.00%   1.00%   0.60%
                                 ----    ----    ----    ----

Other expenses                   0.53%   0.53%   0.53%   0.53%

TOTAL ANNUAL FUND
OPERATING EXPENSES               1.48%   2.13%   2.13%   1.73%
                                 ----    ----    ----    ----
EXPENSE REDUCTION (c)            0.13%   0.13%   0.13%   0.13%

NET OPERATING EXPENSES           1.35%   2.00%   2.00%   1.60%

(a) Certain purchases of Class A shares in amounts greater than $1 million are
    subject to a 1% contingent deferred sales charge for 24 months after
    purchase.
(b) Purchases of Class M shares are subject to a 1% contingent deferred sales
    charge if redeemed within 18 months of purchase.
(c) Contractual arrangement with Idex Management, Inc. through 4/30/2000.
(d) Annual fund operating expenses are estimated based on the fund's expenses
    for the fiscal year ended 10/31/98.


EXAMPLE


This example is here to help you compare the cost of investing in this fund with
that of other mutual funds. It shows the cumulative expenses you'd pay if you
invested $10,000 and held your shares for various time periods, with a 5% annual
return and fund operating expenses remaining the same. This return is for
illustration purposes and is not guaranteed. Actual costs may be higher or
lower.


If the shares are redeemed at the end of each period:


Share Class         1 year    3 years     5 years      10 years
- -----------         ------    -------     -------      --------
     A               $606       $909       $1,233       $2,149
     B*              $703       $954       $1,232       $2,284
     C               $203       $654       $1,132       $2,452
     M               $360       $627       $1,017       $2,110


If the shares are not redeemed:


Share Class         1 year    3 years     5 years      10 years
- -----------         ------    -------     -------      --------
     A               $606       $909       $1,233       $2,149
     B*              $203       $654       $1,132       $2,284
     C               $203       $654       $1,132       $2,452
     M               $261       $627       $1,017       $2,110


*EXAMPLES FOR CLASS B SHARES ASSUME THEY WILL CONVERT TO CLASS A SHARES EIGHT
YEARS AFTER YOU PURCHASE THEM.


                                            IDEX MUTUAL FUNDS/PROSPECTUS 1999 27
<PAGE>

IDEX GE/SCOTTISH EQUITABLE
 INTERNATIONAL EQUITY
(FORMERLY INTERNATIONAL EQUITY PORTFOLIO)

SUMMARY OF RISKS AND RETURNS

/target/ OBJECTIVE

THE OBJECTIVE OF IDEX GE/SCOTTISH EQUITABLE INTERNATIONAL EQUITY IS LONG-TERM
GROWTH OF CAPITAL.

This fund may be appropriate for investors who seek long-term capital growth
through foreign investments, and who are able to tolerate the significant risks
in such investments.

/chess piece/ STRATEGIES AND POLICIES

The fund's sub-advisers, Scottish Equitable Investment Management Limited (SEIM)
and GE Investment Management Incorporated (GEIM), seek to achieve this objective
by investing principally in:


o  common stocks and other equity securities of companies located in developed
   and developing countries other than the U.S. Equity securities are defined to
   include common stocks, preferred stocks, convertible preferred stocks and
   convertible bonds, depositary receipts, and rights and warrants.


Each day, the cash that flows into the fund for investment is divided equally by
SEIM and GEIM, and they manage each portion separately from then on.


Normally, 65% of the fund's assets are invested in the equity securities of at
least 50 equity securities of companies located in 15 to 25 different countries.
Under certain circumstances, the fund may invest in securities of companies
located in the U.S. Under normal circumstances, the fund intends to invest in
companies located in at least 12 countries other than the U.S. The fund may
invest to a lesser extent in debt securities.

The fund managers consider the following factors in determining where an issuer
is located: country of organization, primary securities trading market, location
of assets, or where the issuer derives at least half of its revenues and
profits.


The fund invests, not only in the larger markets of Europe and Japan, but also,
to a lesser extent, in the smaller markets of Asia, emerging Europe, Latin
America, and other emerging markets.


Overseas economies usually don't move in the same direction and operate
differently. This creates situations the fund aims to take advantage of through
asset allocation among international markets.


The fund may use various investment techniques to adjust the fund's exposure to
changing economic conditions, but there is no guarantee that these techniques
will work. Various investment techniques are utilized to increase or decrease
exposure to changing security prices, interest rates, currency exchange rates,
commodity prices or other factors that affect security values. These techniques
may involve derivative securities and transactions such as buying and selling
options and futures contracts, entering into currency exchange contracts or swap
agreements and purchasing indexed securities. These techniques are designed to
adjust the risk and return characteristics of the fund's portfolio of
investments and are not used for leverage.


SEIM looks for countries where economic growth conditions are favorable and
where stock market valuations don't reflect that potential. It then looks for
companies in those countries whose earnings potential is not reflected in the
share price.


GEIM looks for companies expected to grow faster than relevent markets, and
whose security prices in those countries doesn't fully reflect that. Attributes
of such companies are low prices relative to their long-term cash earnings
potential, potential for significant improvement in the company's business,
financial strength and sufficient liquidity. Stock selection is key to the
performance of the fund. SEIM and GEIM may sell the fund's stocks if they have
lost their strong fundamentals.


/warning sign/ RISKS

The fund is subject to the following principal investment risks:

o  STOCKS

While stocks have historically outperformed other investments over the long
term, they tend to go up and down more dramatically over the shorter term. These
price movements may result from factors affecting individual companies,
industries or the securities market as a whole.

Because the stocks the fund holds fluctuate in price, the value of your
investment in the fund will go up and down.

o  FOREIGN SECURITIES


Investments in foreign securities involve risks relating to political, social
and economic developments abroad, as well as risks resulting from differences
between the regulations to which U.S. and foreign issuers and markets are
subject. These risks include: changes in currency values; currency speculation;
currency trading costs; different accounting and reporting practices; less
information available to the public; less (or different) regulation of
securities' markets; more complex business negotiations; less liquidity; more
fluctuations in market prices; delays in settling foreign securities
transactions; higher transaction costs; higher costs for holding foreign
securities (custodial fees); vulnerability to seizure and taxes; political
instability and small markets; and different market trading days.


o  CONVERTIBLE SECURITIES

As with all debt securities, the market value of convertible securities tends to
decline as interest rates increase and, conversely, to increase as interest
rates decline.


GEI SHORT-TERM INVESTMENT FUND

The IDEX GE/Scottish Equitable International Equity fund may invest in money
market instruments directly or indirectly through investment in the GEIM
Short-Term Investment Fund (Investment Fund). The Investment Fund is advised by
GEIM; GEIM charges no advisory fee to the Investment Fund.


YOU MAY LOSE MONEY IF YOU INVEST IN THIS FUND.


These and other risks are fully described in the section entitled "Explanation
of Strategies and Risks," beginning on page 38.



28 IDEX MUTUAL FUNDS/PROSPECTUS 1999
<PAGE>

/graph/ PAST PERFORMANCE


The bar chart and the table below show the fund's annual returns and its
long-term performance. The bar chart and table indicate the risks of investing
in the fund by showing you how the fund's performance has varied from year to
year. The bar chart does not reflect the impact of sales charges, which lower
the fund's return. The table compares how the fund's average annual returns for
different calendar periods compare to the returns of the Morgan Stanley Capital
International-Europe, Asia and Far East Index (MSCI-EAFE), a widely recognized
unmanaged index of market performance. The table reflects the impact of the
fund's sales load for each share class. The bar chart and table assume
reinvestment of dividends and capital gains distributions. As with all mutual
funds, past performance is not a prediction of future results.


YEAR-BY-YEAR TOTAL RETURN as of 12/31 each year (%) (1)

CLASS A SHARES

     1998
     ----
    11.21


(1) AS OF SEPTEMBER 30, 1999, THE END OF THE MOST RECENT CALENDAR QUARTER, THE
FUND'S YEAR-TO-DATE RETURN FOR CLASS A SHARES WAS ___%.


Class A Shares:          QUARTER ENDED       RETURN
                         -------------       ------
Best Quarter:              12/31/98           15.39%
Worst Quarter:              9/30/98          (16.94)%

AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/98
(WITH SALES LOADS)

                                                  SINCE
                             ONE YEAR           INCEPTION
                             --------           ---------
A Shares                       5.09%              6.01%
B Shares                       5.50%              6.54%
M Shares*                      8.50%              8.04%
MSCI-EAFE**                   20.33%             13.39%


*ALL SHARES DESIGNATED AS CLASS C SHARES PRIOR TO MARCH 1, 1999 WERE RENAMED AS
CLASS M SHARES ON THAT DATE. EFFECTIVE NOVEMBER 1, 1999 THE FUND BEGAN OFFERING
A NEW CLASS C SHARE THAT HAS DIFFERENT FEES AND EXPENSES THAN THE PREVIOUS CLASS
C SHARE.
**SINCE INCEPTION (2/01/97).


/dollar sign/ FEES AND EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the following table. Shareholder transaction fees are
paid from your account. Annual fund operating expenses are paid from fund
assets.

SHAREHOLDER FEES


                                        Class of Shares
                                A         B        C         M
                              ----      ----      ----      ----
Maximum sales charge
(load) on purchases
(AS A % OF OFFERING PRICE)    5.50%     None      None      1.00%

Maximum deferred
sales charge (load)          None(a)    5.00%     None      1.00%(b)
(AS A PERCENTAGE OF PURCHASE PRICE OR
REDEMPTION PROCEEDS, WHICHEVER IS LOWER)

A $10 fee will be charged twice a year for an account opened for more than 2
years with a balance below the share class minimum because of redemptions.
(Before the fee is assessed, you will be given 60 days notice to have the
opportunity to increase your balance.)

If you make more than four exchanges in a calendar quarter, the Fund or its
agents may impose fees of up to 2% of the value of such transactions.


ANNUAL FUND OPERATING EXPENSES (as of 10/31/98)
% OF AVERAGE DAILY NET ASSETS           Class of Shares
                                   A       B     C(d)      M
                                 ----    ----    ----    ----
Management fees (e)              0.80%   0.80%   0.80%   0.80%

Distribution and
service (12b-1) fees             0.35%   1.00%   1.00%   0.90%

Other expenses                   2.87%   2.87%   2.87%   2.87%
                                 ----    ----    ----    ----
TOTAL ANNUAL FUND
OPERATING EXPENSES               4.02%   4.67%   4.67%   4.57%

EXPENSE REDUCTION (c)            2.22%   2.22%   2.22%   2.22%
                                 ----    ----    ----    ----
NET OPERATING EXPENSES           1.80%   2.45%   2.45%   2.35%

(a) Certain purchases of Class A shares in amounts greater than $1 million are
    subject to a 1% contingent deferred sales charge for 24 months after
    purchase.
(b) Purchases of Class M shares are subject to a 1% contingent deferred sales
    charge if redeemed within 18 months of purchase.
(c) Contractual arrangement with Idex Management, Inc. through 4/30/2000.
(d) Annual fund operating expenses are estimated based on the fund's expenses
    for the fiscal year ended 10/31/98.
(e) Effective March 1, 1999, management fees were reduced from 1.00% to 0.80%.

EXAMPLE


This example is here to help you compare the cost of investing in this fund with
that of other mutual funds. It shows the cumulative expenses you'd pay if you
invested $10,000 and held your shares for various time periods, with a 5% annual
return and fund operating expenses remaining the same. This return is for
illustration purposes and is not guaranteed. Actual costs may be higher or
lower.


If the shares are redeemed at the end of each period:


Share Class    1 year   3 years   5 years   10 years
- -----------    ------   -------   -------   --------
     A          $723     $1,515    $2,322    $4,411
     B*         $748     $1,509    $2,276    $4,486
     C          $248     $1,209    $2,176    $4,623
     M          $435     $1,269    $2,209    $4,597


If the shares are not redeemed:


Share Class    1 year   3 years   5 years   10 years
- -----------    ------   -------   -------   --------
     A          $723     $1,515    $2,322    $4,411
     B*         $248     $1,209    $2,176    $4,486
     C          $248     $1,209    $2,176    $4,623
     M          $336     $1,269    $2,209    $4,597


*EXAMPLES FOR CLASS B SHARES ASSUME THEY WILL CONVERT TO CLASS A SHARES EIGHT
YEARS AFTER YOU PURCHASE THEM.


                                            IDEX MUTUAL FUNDS/PROSPECTUS 1999 29
<PAGE>
IDEX DEAN ASSET ALLOCATION
(FORMERLY TACTICAL ASSET ALLOCATION PORTFOLIO)

SUMMARY OF RISKS AND RETURNS

/target/ OBJECTIVE

THE OBJECTIVE OF IDEX DEAN ASSET ALLOCATION IS PRESERVATION OF CAPITAL AND
COMPETITIVE INVESTMENT RETURNS.

This fund may be appropriate for investors who want a combination of capital
growth and income, and who can tolerate the risks associated with an
actively-traded portfolio which shifts assets between equity and debt.

/chess piece/ STRATEGIES AND POLICIES

The fund's sub-adviser, Dean Investment Associates (Dean), seeks to achieve the
fund's objective by investing fund assets principally in:

o  income-producing common and preferred stocks
o  debt obligations of U.S. issuers, some of which will be convertible into
   common stocks
o  U.S. Treasury bonds, notes and bills
o  money market funds

In selecting stocks, Dean focuses on high-quality, liquid, large capitalization
stocks, using a "bottom up" screening process to identify stocks that are
statistically undervalued. Dean's ultimate goal is to choose stocks whose price
has been driven down by a market that has "over-reacted" to perceived risks.
With this approach, the fund seeks to achieve a dividend income yield higher
than that of the Russell 1000 Index, a widely recognized unmanaged index of
market performance which measures the performance of the 1,000 largest companies
in the Russell 3000 Index, which represents approximately 89% of the total
market capitalization of the Russell 3000 Index. As of the latest
reconstitution, the average market capitalization was approximately $9.9
billion; the medium market capitalization was approximately $3.7 billion. The
smallest company in the Index had an approximate market capitalization of
$1,404.7 million.

Dean employs an investment technique called "asset allocation," which shifts
assets from one class of investment to another (such as from equity to debt)
when Dean anticipates changes in market direction.

Dean will seek to enhance returns in rising stock markets by increasing its
allocation to equity, then protect itself in falling stock markets by reducing
equity exposure and shifting into fixed-income investments, as well as into
money market funds (up to 10% of total assets).

Dean has developed forecasting models to predict movements in the stock market
for both short (12 to 18-month) and long (3 to 5-year) time periods. These
models help compare the risks and rewards Dean anticipates in holding stocks
versus debt instruments and money market funds. Such techniques may result in
increased fund expenses such as brokerage fees.

Thus, the models determine when Dean is to "tactically" adjust the fund's asset
allocation among stocks, bonds, U.S. debt obligations and money market funds.

Dean increases equity holdings in rising stock markets, then reduces equity in
falling stock markets and increases fixed-income and money market holdings. Dean
switches from equity to debt securities when it anticipates changes in the
market direction. Dean also sells stocks when they become overvalued.

/warning sign/ RISKS

The fund is subject to the following principal investment risks:

o  STOCKS

While stocks have historically outperformed other investments over the long
term, they tend to go up and down more dramatically over the shorter term. These
price movements may result from factors affecting individual companies,
industries, or the securities market as a whole.

Because the stocks the fund holds fluctuate in price, the value of your
investment in the fund will go up and down.

o  CONVERTIBLE SECURITIES

As with all debt securities, the market value of convertible securities tends to
decline as interest rates increase and, conversely, to increase as the interest
rates decline.

o  FIXED-INCOME SECURITIES

The value of these securities may change daily based on changes in the interest
rates, and other market conditions and factors. The risks include:

   o  changes in interest rates
   o  length of time to maturity
   o  issuers defaulting on their obligations to pay interest or return
      principal

o  STATISTICAL MODELS

Securities selected using statistical models may result in incorrect asset
allocations causing overall returns to be lower than if other methods of
selection were used.

YOU MAY LOSE MONEY IF YOU INVEST IN THIS FUND.


These and other risks are fully described in the section entitled "Explanation
of Strategies and Risks," beginning on page 38.


30 IDEX MUTUAL FUNDS/PROSPECTUS 1999
<PAGE>

/graph/ PAST PERFORMANCE


The bar chart and the table below show the fund's annual returns and its
long-term performance. The bar chart and table indicate the risks of investing
in the fund by showing you how the fund's performance has varied from year to
year. The bar chart does not reflect the impact of sales charges, which lower
the fund's return. The table compares how the fund's average annual returns for
different calendar periods compare to the returns of the Lehman Brothers
Intermediate Government Corporate Bond Index (LBIGCB)(primary benchmark), and
the Russell 1000 Index ("Russell 1000"), widely recognized unmanaged indexes of
market performance. The table reflects the impact of the fund's sales load for
each share class. The bar chart and table assume reinvestment of dividends and
capital gains distributions. As with all mutual funds, past performance is not a
prediction of future results.


YEAR-BY-YEAR TOTAL RETURN as of 12/31 each year (%) (1)

     CLASS A SHARES


 1996      1997      1998
 ----      ----      ----
13.16     17.06      6.87

(1) AS OF SEPTEMBER 30, 1999, THE END OF THE MOST RECENT CALENDAR QUARTER, THE
FUND'S YEAR-TO-DATE RETURN FOR CLASS A SHARES WAS ___%.

Class A Shares:     QUARTER ENDED         RETURN
                    -------------         ------
Best Quarter:          6/30/97             8.95%
Worst Quarter:         9/30/98            (6.21)%


AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/98
(WITH SALES LOADS)

                                         SINCE
                       ONE YEAR        INCEPTION
                       --------        ---------
A Shares                0.99%           10.66%
B Shares                1.17%           11.40%
M Shares*               4.21%           11.65%
LBIGCB**                8.43%            7.36%
Russel 1000             15.63%          22.42%


*ALL SHARES DESIGNATED AS CLASS C SHARES PRIOR TO MARCH 1, 1999 WERE RENAMED AS
CLASS M SHARES ON THAT DATE. EFFECTIVE NOVEMBER 1, 1999 THE FUND BEGAN OFFERING
A NEW CLASS C SHARE THAT HAS DIFFERENT FEES AND EXPENSES THAN THE PREVIOUS CLASS
C SHARE.
**SINCE INCEPTION (10/01/95).


/dollar sign/ FEES AND EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the following table. Shareholder transaction fees are
paid from your account. Annual fund operating expenses are paid out from fund
assets.

SHAREHOLDER FEES


                                        Class of Shares
                                A         B        C         M
                              ----      ----      ----      ----
Maximum sales charge
(load) on purchases
(AS A % OF OFFERING PRICE)    5.50%     None      None      1.00%

Maximum deferred sales
charge (load)                None(a)    5.00%     None      1.00%(b)
(AS A PERCENTAGE OF PURCHASE PRICE OR
REDEMPTION PROCEEDS, WHICHEVER IS LOWER)

A $10 fee will be charged twice a year for an account opened for more than 2
years with a balance below the share class minimum because of redemptions.
(Before the fee is assessed, you will be given 60 days notice to have the
opportunity to increase your balance.)


If you make more than four exchanges in a calendar quarter, the Fund or its
agents may impose fees of up to 2% of the value of such transactions.

ANNUAL FUND OPERATING EXPENSES (as of 10/31/98)
% OF AVERAGE DAILY NET ASSETS           Class of Shares
                                   A       B     C(d)      M
                                 ----    ----    ----    ----
Management fees (e)              0.80%   0.80%   0.80%   0.80%

Distribution and
service (12b-1) fees             0.35%   1.00%   1.00%   0.90%

Other expenses                   0.52%   0.52%   0.52%   0.52%
                                 ----    ----    ----    ----
TOTAL ANNUAL FUND
OPERATING EXPENSES               1.67%   2.32%   2.32%   2.22%

EXPENSE REDUCTION (c)            0.12%   0.12%   0.12%   0.12%
                                 ----    ----    ----    ----
NET OPERATING EXPENSES           1.55%   2.20%   2.20%   2.10%

(a) Certain purchases of Class A shares in amounts greater than $1 million
    are subject to a 1% contingent deferred sales charge for 24 months after
    purchase.
(b) Purchases of Class M shares are subject to a 1% contingent deferred sales
    charge if redeemed within 18 months of purchase.
(c) Contractual arrangement with Idex Management, Inc. through 4/30/2000.
(d) Annual fund operating expenses are estimated based on the fund's expenses
    for the fiscal year ended 10/31/98.
(e) Effective March 1, 1999, management fees were reduced from 1.00% to 0.80%.


EXAMPLE


This example is here to help you compare the cost of investing in this fund with
that of other mutual funds. It shows the cumulative expenses you'd pay if you
invested $10,000 and held your shares for various time periods, with a 5% annual
return and fund operating expenses remaining the same. This return is for
illustration purposes and is not guaranteed. Actual costs may be higher or
lower. If the shares are redeemed at the end of each period:

Share Class    1 year   3 years   5 years   10 years
- -----------    ------   -------   -------   --------
     A          $699     $1,036    $1,397    $2,408
     B*         $723     $1,013    $1,329    $2,482
     C          $223     $  713    $1,229    $2,647
     M          $410     $  776    $1,267    $2,620


If the shares are not redeemed:


Share Class    1 year   3 years   5 years   10 years
- -----------    ------   -------   -------   --------
     A          $699     $1,036    $1,397    $2,408
     B*         $223     $  713    $1,229    $2,482
     C          $223     $  713    $1,229    $2,647
     M          $311     $  776    $1,267    $2,620


*EXAMPLES FOR CLASS B SHARES ASSUME THEY WILL CONVERT TO CLASS A SHARES EIGHT
YEARS AFTER YOU PURCHASE THEM.


                                            IDEX MUTUAL FUNDS/PROSPECTUS 1999 31
<PAGE>
IDEX LKCM STRATEGIC TOTAL RETURN
(FORMERLY STRATEGIC TOTAL RETURN PORTFOLIO)

SUMMARY OF RISKS AND RETURNS

/target/ OBJECTIVE

THE OBJECTIVE OF IDEX LKCM STRATEGIC TOTAL RETURN IS CURRENT INCOME, LONG-TERM
GROWTH OF INCOME, AND CAPITAL APPRECIATION.

This fund may be appropriate for investors who seek capital appreciation and
income growth through a strategic blend of stocks and bonds, and who desire a
fundamentally-oriented investment approach, emphasizing risk management.

/chess piece/ STRATEGIES AND POLICIES

Its sub-adviser, Luther King Capital Management Corporation (Luther King), seeks
to achieve this objective by principally investing fund assets in both equity
and fixed-income securities:

o  common stocks
o  corporate bonds
o  government bonds

To a lesser extent, Luther King may invest fund assets in:

o  convertible preferred stocks
o  corporate convertible bonds

The fund seeks to invest in both equity and fixed-income securities to achieve a
balance of capital appreciation and investment income while limiting volatility
to a lesser extent. In choosing such securities, Luther King looks for companies
with strong fundamental characteristics. It considers factors such as:

o  balance sheet quality
o  cash flow generation
o  earnings and dividend growth record and outlook
o  profitability levels

In some cases, Luther King bases its selections on other factors. For example,
some securities may be bought at an apparent discount to their appropriate
value, with the anticipation that they'll increase in value over time.

The fund seeks to achieve an income yield greater than the average yield of the
stocks in the S&P 500.

The fund invests mainly in the stocks and bonds of companies with established
operating histories and strong fundamental characteristics. The majority of the
stocks the fund buys will be listed on a national exchange or traded on NASDAQ
or domestic over-the-counter markets.

Luther King closely analyzes a company's financial status and a security's
valuation in a effort to control risk at the individual level. In addition, the
growth elements of the fund's equity investments drive capital appreciation.

As part of its income-oriented strategy, Luther King expects to invest about 25%
of the fund's assets in fixed-income securities, some of which will be
convertible into common stocks, and no more than 20% of its assets in stocks
that don't pay a dividend.

Luther King may sell fund securities when its stocks become overvalued or when
the stocks lose their strong fundamentals.

/warning sign/ RISKS

The fund is subject to the following principal investment risks:

o  STOCKS

While stocks have historically outperformed other investments over the long
term, they tend to go up and down more dramatically over the short term. These
price movements may result from factors affecting individual companies,
industries or the securities market as a whole. Because the stocks the fund
holds fluctuate in price, the value of your investment in the fund will go up
and down.
o  FIXED-INCOME SECURITIES

The value of these securities may change daily based on changes in the interest
rates, and other market conditions and factors. The risks include:

   o  changes in interest rates
   o  length of time to maturity
   o  issuers defaulting on their obligations to pay interest or return
      principal

YOU MAY LOSE MONEY IF YOU INVEST IN THIS FUND.


These and other risks are fully described in the section entitled "Explanation
of Strategies and Risks," beginning on page 38.


32 IDEX MUTUAL FUNDS/PROSPECTUS 1999
<PAGE>

/graph/ PAST PERFORMANCE


The bar chart and the table below show the fund's annual returns and its
long-term performance. The bar chart and table indicate the risks of investing
in the fund by showing you how the fund's performance has varied from year to
year. The bar chart does not reflect the impact of sales charges, which lower
the fund's returns. The table compares how the fund's average annual returns for
different calendar periods compare to the returns of the S&P 500 (primary
benchmark), and the Lehman Brothers Intermediate Government Corporate Bond
(LBIGCB) Index, widely recognized unmanaged indexes of stock performance. The
table reflects the impact of the fund's sales load for each share class. The bar
chart and table assume reinvestment of dividends and capital gains
distributions. As with all mutual funds, past performance is not a prediction of
future results.


YEAR-BY-YEAR TOTAL RETURN as of 12/31 each year (%) (1)

          CLASS A SHARES

 1995     1996      1997      1998
 ----     ----      ----      ----
22.81    16.42     21.99     10.07


(1) AS OF SEPTEMBER 30, 1999, THE END OF THE MOST RECENT CALENDAR QUARTER, THE
FUND'S YEAR-TO-DATE RETURN FOR CLASS A SHARES WAS ___%.

Class A Shares:           QUARTER ENDED              RETURN
                          -------------              ------
Best Quarter:               6/30/97                  12.74%
Worst Quarter:              9/30/98                  (7.39)%


AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/98
(WITH SALES LOADS)               SINCE
               ONE YEAR        INCEPTION
               --------        ---------
A Shares        4.02%           16.22%
B Shares        4.36%           15.51%
M Shares*       7.37%           16.93%
S&P 500**      28.58%           30.20%
LBIGCB          8.43%            8.75%


*ALL SHARES DESIGNATED AS CLASS C SHARES PRIOR TO MARCH 1, 1999 WERE RENAMED AS
CLASS M SHARES ON THAT DATE. EFFECTIVE NOVEMBER 1, 1999 THE FUND BEGAN OFFERING
A NEW CLASS C SHARE THAT HAS DIFFERENT FEES AND EXPENSES THAN THE PREVIOUS CLASS
C SHARE.
**SINCE INCEPTION OF CLASS A SHARES AND CLASS M SHARES (12/02/94). SINCE
INCEPTION OF CLASS B SHARES (10/01/95) IS 28.04% FOR THE S&P 500, AND 7.30% FOR
LBIGC.


/dollar sign/ FEES AND EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the following table. Shareholder transaction fees are
paid from your account. Annual fund operating expenses are paid out from fund
assets.

SHAREHOLDER FEES


                                        Class of Shares
                                A         B        C         M
                              ----      ----      ----      ----
Maximum sales charge
(load) on purchases
(AS A % OF OFFERING PRICE)    5.50%     None      None      1.00%

Maximum deferred sales
charge (load)                None(a)    5.00%     None      1.00%(b)
(AS A PERCENTAGE OF PURCHASE PRICE OR
REDEMPTION PROCEEDS, WHICHEVER IS LOWER)

A $10 fee will be charged twice a year for an account opened for more than 2
years with a balance below the share class minimum because of redemptions.
(Before the fee is assessed, you will be given 60 days notice to have the
opportunity to increase your balance.)


If you make more than four exchanges in a calendar quarter, the Fund or its
agents may impose fees of up to 2% of the value of such transactions.

ANNUAL FUND OPERATING EXPENSES (as of 10/31/98)
% OF AVERAGE DAILY NET ASSETS           Class of Shares
                                   A       B     C(d)      M
                                 ----    ----    ----    ----
Management fees (e)              0.80%   0.80%   0.80%   0.80%

Distribution and service
(12b-1) fees                     0.35%   1.00%   1.00%   0.90%

Other expenses                   0.57%   0.57%   0.57%   0.57%
                                 ----    ----    ----    ----
TOTAL ANNUAL FUND
OPERATING EXPENSES               1.72%   2.37%   2.37%   2.27%

EXPENSE REDUCTION (c)            0.17%   0.17%   0.17%   0.17%
                                 ----    ----    ----    ----
NET OPERATING EXPENSES           1.55%   2.20%   2.20%   2.10%

(a) Certain purchases of Class A shares in amounts greater than $1 million are
    subject to a 1% contingent deferred sales charge for 24 months after
    purchase.
(b) Purchases of Class M shares are subject to a 1% contingent deferred sales
    charge if redeemed within 18 months of purchase.
(c) Contractual arrangement with Idex Management, Inc. through 4/30/2000.
(d) Annual fund operating expenses are estimated based on the fund's expenses
    for the fiscal year ended 10/31/98.
(e) Effective March 1, 1999, management fees were reduced from 1.00% to 0.80%.


EXAMPLE


This example is here to help you compare the cost of investing in this fund with
that of other mutual funds. It shows the cumulative expenses you'd pay if you
invested $10,000 and held your shares for various time periods, with a 5% annual
return and fund operating expenses remaining the same. This return is for
illustration purposes and is not guaranteed. Actual costs may be higher or
lower.


If the shares are redeemed at the end of each period:


Share Class    1 year   3 years   5 years   10 years
- -----------    ------   -------   -------   --------
     A          $699     $1,046    $1,417    $2,455
     B*         $723     $1,023    $1,350    $2,529
     C          $223     $  723    $1,250    $2,693
     M          $410     $  786    $1,288    $2,666


If the shares are not redeemed:


Share Class    1 year   3 years   5 years   10 years
- -----------    ------   -------   -------   --------
     A          $699     $1,046    $1,417    $2,455
     B*         $223     $  723    $1,250    $2,529
     C          $223     $  723    $1,250    $2,693
     M          $311     $  786    $1,288    $2,666


*EXAMPLES FOR CLASS B SHARES ASSUME THEY WILL CONVERT TO CLASS A SHARES EIGHT
YEARS AFTER YOU PURCHASE THEM.


                                            IDEX MUTUAL FUNDS/PROSPECTUS 1999 33
<PAGE>
IDEX NWQ VALUE EQUITY
(FORMERLY VALUE EQUITY PORTFOLIO)

SUMMARY OF RISKS AND RETURNS

/target/ OBJECTIVE

THE OBJECTIVE OF IDEX NWQ VALUE EQUITY IS MAXIMUM CONSISTENT TOTAL RETURN WITH
MINIMUM RISK TO PRINCIPAL.

This fund may be appropriate for investors who seek both capital preservation
and long-term capital appreciation.

/chess piece/ STRATEGIES AND POLICIES

The fund's sub-adviser, NWQ Investment Management Company, Inc. (NWQ), employs a
value-oriented approach to investing.

The fund seeks to achieve its objective by investing principally in:

o  common stocks
o  money market and short-term instruments
   (Treasury bills)

Value investing involves buying stocks that are out of favor and/or undervalued
in comparison to their peers and/or their prospects for growth. Generally, value
stock valuation levels are lower than growth stocks.

NWQ will use statistical measures to look for above-average stock valuations,
screening for below-average price-to-earnings and price-to-book ratios,
above-average dividend yields and strong financial stability.

NWQ also identifies those market sectors believed to benefit from long-term
positive fundamentals, and focuses on the companies within these sectors which
represent above-average statistical value and are undervalued when purchased.

Under normal market conditions, 65% of the fund's assets will be invested in
equity securities.

The fund consists primarily of mid-capitalization to large capitalization
companies. When making a security selection NWQ:

o  uses earnings averaged over both strong and weak periods in evaluating
   cyclical companies
o  focuses on QUALITY of earnings
o  invests in relative value
o  focuses in industries and sectors that have strong long-term fundamentals

NWQ may sell the fund's securities when the stocks become overvalued or the
stocks lose their strong fundamentals.

/warning sign/ RISKS

The fund is subject to the following principal investment risks:

o  STOCKS

While stocks have historically outperformed other investments over the long
term, they tend to go up and down more dramatically over the shorter term. These
price movements may result from factors affecting individual companies,
industries, or the securities market as a whole.

Because the stocks the fund holds fluctuate in price, the value of your
investment in the fund will go up and down.

o  MEDIUM-SIZED COMPANIES

These companies present additional risks because their earnings are less
predictable, their share price more volatile, and their securities less liquid
than larger more established companies.

Undervalued stocks may not realize their perceived value for extended periods of
time. Value stocks may respond differently to market and other developments than
other types of stocks. Value-oriented funds will typically underperform when
growth investing is in favor.

YOU MAY LOSE MONEY IF YOU INVEST IN THIS FUND.


These and other risks are fully described in the section entitled "Explanation
of Strategies and Risks," beginning on page 38.



34 IDEX MUTUAL FUNDS/PROSPECTUS 1999
<PAGE>

/graph/ PAST PERFORMANCE


The bar chart and the table below show the fund's annual returns and its
long-term performance. The bar chart and table indicate the risks of investing
in the fund by showing you how the fund's performance has varied from year to
year. The bar chart does not reflect the impact of sales charges, which lower
the fund's return. The table compares how the fund's average annual returns for
different calendar periods compare to the returns of the S&P 500, a widely
recognized unmanaged index of stock performance. The table reflects the impact
of the fund's sales load for each share class. Both the bar chart and table
assume reinvestment of dividends and capital gains distributions. As with all
mutual funds, past performance is not a prediction of future results.


YEAR-BY-YEAR TOTAL RETURN as of 12/31 each year (%) (1)

CLASS A SHARES

    1998
    ----
   (7.24)


(1) AS OF SEPTEMBER 30, 1999, THE END OF THE MOST RECENT CALENDAR QUARTER, THE
FUND'S YEAR-TO-DATE RETURN FOR CLASS A SHARES WAS ___%.



Class A Shares:         QUARTER ENDED        RETURN
                        -------------        ------
Best Quarter:              3/31/97            13.62%
Worst Quarter:             9/30/98           (18.47)%

AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/98
(WITH SALES LOADS)

                                                  SINCE
                              ONE YEAR          INCEPTION
                              --------          ---------
A Shares                      (12.34)%            2.43%
B Shares                      (12.46)%            2.85%
M Shares*                      (9.59)%            4.42%
S&P 500**                      28.58%            28.37%


*ALL SHARES DESIGNATED AS CLASS C SHARES PRIOR TO MARCH 1, 1999 WERE RENAMED AS
CLASS M SHARES ON THAT DATE. EFFECTIVE NOVEMBER 1, 1999 THE FUND BEGAN OFFERING
A NEW CLASS C SHARE THAT HAS DIFFERENT FEES AND EXPENSES THAN THE PREVIOUS CLASS
C SHARE.
**SINCE INCEPTION (2/01/97).


/dollar sign/ FEES AND EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the following table. Shareholder transaction fees are
paid from your account. Annual fund operating expenses are paid from fund
assets.

SHAREHOLDER FEES


                                        Class of Shares
                                A         B        C         M
                              ----      ----      ----      ----
Maximum sales charge
(load) on purchases
(AS A % OF OFFERING PRICE)    5.50%     None      None      1.00%

Maximum deferred sales
charge (load)                None(a)    5.00%     None      1.00%(b)
(AS A PERCENTAGE OF PURCHASE PRICE OR
REDEMPTION PROCEEDS, WHICHEVER IS LOWER)

A $10 fee will be charged twice a year for an account opened for more than 2
years with a balance below the share class minimum because of redemptions.
(Before the fee is assessed, you will be given 60 days notice to have the
opportunity to increase your balance.)


If you make more than four exchanges in a calendar quarter, the Fund or its
agents may impose fees of up to 2% of the value of such transactions.

ANNUAL FUND OPERATING EXPENSES (as of 10/31/98)
% OF AVERAGE DAILY NET ASSETS           Class of Shares
                                   A       B     C(d)      M
                                 ----    ----    ----    ----
Management fees (e)              0.80%   0.80%   0.80%   0.80%

Distribution and
service (12b-1) fees             0.35%   1.00%   1.00%   0.90%

Other expenses                   1.16%   1.16%   1.16%   1.16%
                                 ----    ----    ----    ----
TOTAL ANNUAL FUND
OPERATING EXPENSES               2.31%   2.96%   2.96%   2.86%

EXPENSE REDUCTION (c)            0.76%   0.76%   0.76%   0.76%
                                 ----    ----    ----    ----
NET OPERATING EXPENSES           1.55%   2.20%   2.20%   2.10%

(a) Certain purchases of Class A shares in amounts greater than $1 million are
    subject to a 1% contingent deferred sales charge for 24 months after
    purchase.
(b) Purchases of Class M shares are subject to a 1% contingent deferred sales
    charge if redeemed within 18 months of purchase.
(c) Contractual arrangement with Idex Management, Inc. through 4/30/2000.
(d) Annual fund operating expenses are estimated based on the fund's expenses
    for the fiscal year ended 10/31/98.
(e) Effective March 1, 1999, management fees were reduced from 1.00% to 0.80%.

EXAMPLE


This example is here to help you compare the cost of investing in this fund with
that of other mutual funds. It shows the cumulative expenses you'd pay if you
invested $10,000 and held your shares for various time periods, with a 5% annual
return and fund operating expenses remaining the same. This return is for
illustration purposes and is not guaranteed. Actual costs may be higher or
lower.


If the shares are redeemed at the end of each period:


Share Class    1 year   3 years   5 years   10 years
- -----------    ------   -------   -------   --------
     A          $699     $1,163    $1,652    $2,995
     B*         $723     $1,144    $1,591    $3,069
     C          $223     $  844    $1,491    $3,226
     M          $410     $  906    $1,527    $3,200


If the shares are not redeemed:


Share Class    1 year   3 years   5 years   10 years
- -----------    ------   -------   -------   --------
     A          $699     $1,163    $1,652    $2,995
     B*         $223     $  844    $1,491    $3,069
     C          $223     $  844    $1,491    $3,226
     M          $311     $  906    $1,527    $3,200


*EXAMPLES FOR CLASS B SHARES ASSUME THEY WILL CONVERT TO CLASS A SHARES EIGHT
YEARS AFTER YOU PURCHASE THEM.


                                            IDEX MUTUAL FUNDS/PROSPECTUS 1999 35
<PAGE>

IDEX C.A.S.E. GROWTH
(FORMERLY C.A.S.E. PORTFOLIO)

SUMMARY OF RISKS AND RETURNS

/target/ OBJECTIVE

THE OBJECTIVE OF IDEX C.A.S.E. GROWTH IS ANNUAL GROWTH OF CAPITAL THROUGH
INVESTMENT IN COMPANIES WHOSE MANAGEMENT, FINANCIAL RESOURCES AND FUNDAMENTALS
APPEAR ATTRACTIVE ON A SCALE MEASURED AGAINST EACH COMPANY'S PRESENT VALUE.

This fund may be appropriate for investors who seek long-term growth with a
diversified portfolio of stocks having both above-market growth characteristics
and below-market risk characteristics. Investors should be comfortable with the
price fluctuations of such a stock portfolio.

/chess piece/ STRATEGIES AND POLICIES

The fund's sub-adviser, C.A.S.E. Management, Inc. (C.A.S.E.), intends to achieve
this objective by primarily investing fund assets in:

o  common stocks
o  preferred stocks
o  convertible stocks

The fund's assets are invested in companies whose stocks are traded on national
exchanges or over-the-counter markets. C.A.S.E. focuses on companies that are
fundamentally strong compared to other companies in the same industry, the same
sector and the broad market. C.A.S.E. evaluates the fund's growth of capital on
a year to year basis.

Using proprietary forms of research, C.A.S.E. selects companies after evaluating
the current economic cycle, and identifying potentially attractive sectors,
industries and company-specific circumstances.

C.A.S.E. invests in common, preferred and convertible stocks of companies that
C.A.S.E. believes show below-market risk, supported by below-market multiples,
along with above-average fundamentals. These fundamentals include return on
equity, price-to-earnings ratio and other balance sheet factors that contribute
to long-term capital growth.

C.A.S.E. applies its proprietary forms of research to companies that exhibit
superior products and above-average growth rates along with sound management and
financials.

Each company selected for the fund is monitored against more than two dozen
measures of financial strength, including:

o  insiders' activity
o  market style leadership
o  earnings surprise
o  analysts' change in earnings projections
o  return on equity
o  5-year earnings-per-share growth rate
o  price-earnings ratio
o  price-to-book ratio
o  price-to-cash flow
o  institutional activity and holdings
o  relative strength price change
o  price-to-200-day moving average
o  price-to-historical rising inflation
o  price-to-declining U.S. dollar
o  earnings projected change
o  quarterly earnings per-share growth rate

C.A.S.E. sells stocks when they view the stock to be overvalued, or when
C.A.S.E. feels the stocks have lost their strong fundamentals.


In seeking to achieve the investment objective of this fund, C.A.S.E. will make
investment decisions without giving consideration to the turnover rate of the
fund. As a result, the turnover rate of the fund's portfolio may be higher than
other comparable funds. Consequently, the fund may incur higher transaction
related expenses than funds that do not engage in frequent trading.


/warning sign/ RISKS

The fund is subject to the following primary investment risks:

o  STOCKS

While stocks have historically outperformed other investments over the long
term, they tend to go up and down more dramatically over the shorter term. These
price movements may result from factors affecting individual companies,
industries, or the securities market as a whole.

Because the stocks the fund holds fluctuate in price, the value of your
investment in the fund will go up and down.

o  PROPRIETARY RESEARCH

C.A.S.E.'s proprietary forms of research may not be effective and may cause
overall returns to be lower than if other forms of research are used.

o  CONVERTIBLE SECURITIES

As with all debt securities, the market value of convertible securities tends to
decline as interest rates increase and, conversely, to increase as interest
rates decline.

YOU MAY LOSE MONEY IF YOU INVEST IN THIS FUND.


These and other risks are fully described in the section entitled "Explanation
of Strategies and Risks," beginning on page 38.


36 IDEX MUTUAL FUNDS/PROSPECTUS 1999
<PAGE>

/graph/ PAST PERFORMANCE


The bar chart and the table below show the fund's annual returns and its
long-term performance. The bar chart and table indicate the risks of investing
in the fund by showing you how the fund's performance has varied from year to
year. The bar chart does not reflect the impact of sales charges, which lower
the fund's return. The table compares how the fund's average annual returns for
different calendar periods compare to the returns of the S&P 500, a widely
recognized unmanaged index of stock performance. The table reflects the impact
of the fund's sales load for each share class. The bar chart and table assume
reinvestment of dividends and capital gains distributions. As with all mutual
funds, past performance is not a prediction of future results.

YEAR-BY-YEAR TOTAL RETURN as of 12/31 each year (%) (1)


 CLASS A SHARES

 1997     1998
 ----     ----
21.11    (5.34)


(1) AS OF SEPTEMBER 30, 1999, THE END OF THE MOST RECENT CALENDAR QUARTER, THE
FUND'S YEAR-TO-DATE RETURN FOR CLASS A SHARES WAS ___%.

Class A Shares:           QUARTER ENDED       RETURN
                          -------------       ------
Best Quarter:               12/31/98          24.98%
Worst Quarter:               9/30/98         (24.42)%

AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/98
(WITH SALES LOADS)
                                                  SINCE
                              ONE YEAR          INCEPTION
                              --------          ---------
A Shares                      (10.55)%            6.17%
B Shares                      (10.62)%            6.72%
M Shares*                      (7.70)%            7.34%
S&P 500**                      28.58%            27.61%


*ALL SHARES DESIGNATED AS CLASS C SHARES PRIOR TO MARCH 1, 1999 WERE RENAMED AS
CLASS M SHARES ON THAT DATE. EFFECTIVE NOVEMBER 1, 1999 THE FUND BEGAN OFFERING
A NEW CLASS C SHARE THAT HAS DIFFERENT FEES AND EXPENSES THAN THE PREVIOUS CLASS
C SHARE.
**SINCE INCEPTION (2/01/96).


/dollar sign/ FEES AND EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the following table. Shareholder transaction fees are
paid from your account. Annual fund operating expenses are paid from fund
assets.

SHAREHOLDER FEES

                                        Class of Shares
                                A         B        C         M
                              ----      ----      ----      ----
Maximum sales charge
(load) on purchases
(AS A % OF OFFERING PRICE)    5.50%     None      None      1.00%

Maximum deferred sales
charge (load)                None(a)    5.00%     None      1.00%(b)
(AS A PERCENTAGE OF PURCHASE PRICE OR
REDEMPTION PROCEEDS, WHICHEVER IS LOWER)


A $10 fee will be charged twice a year for an account opened for more than 2
years with a balance below the share class minimum because of redemptions.
(Before the fee is assessed, you will be given 60 days notice to have the
opportunity to increase your balance.)


If you make more than four exchanges in a calendar quarter, the Fund or its
agents may impose fees of up to 2% of the value of such transactions.

ANNUAL FUND OPERATING EXPENSES (as of 10/31/98)
% OF AVERAGE DAILY NET ASSETS           Class of Shares
                                   A       B     C(d)      M
                                 ----    ----    ----    ----
Management fees (e)              0.80%   0.80%   0.80%   0.80%

Distribution and
service (12b-1) fees             0.35%   1.00%   1.00%   0.90%

Other expenses                   1.09%   1.09%   1.09%   1.09%
                                 ----    ----    ----    ----
TOTAL ANNUAL FUND
OPERATING EXPENSES               2.24%   2.89%   2.89%   2.79%

EXPENSE REDUCTION (c)            0.69%   0.69%   0.69%   0.69%
                                 ----    ----    ----    ----
NET OPERATING EXPENSES           1.55%   2.20%   2.20%    2.10%

(a) Certain purchases of Class A shares in amounts greater than $1 million are
    subject to a 1% contingent deferred sales charge for 24 months after
    purchase.
(b) Purchases of Class M shares are subject to a 1% contingent deferred sales
    charge if redeemed within 18 months of purchase.
(c) Contractual arrangement with Idex Management, Inc. through 4/30/2000.
(d) Annual fund operating expenses are estimated based on the fund's expenses
    for the fiscal year ended 10/31/98.
(e) Effective March 1, 1999, management fees were reduced from 1.00% to 0.80%.

EXAMPLE


This example is here to help you compare the cost of investing in this fund with
that of other mutual funds. It shows the cumulative expenses you'd pay if you
invested $10,000 and held your shares for various time periods, with a 5% annual
return and operating expenses remaining the same. This return is for
illustration purposes and is not guaranteed. Actual costs may be higher or
lower.


If the shares are redeemed at the end of each period:


Share Class    1 year   3 years   5 years   10 years
- -----------    ------   -------   -------   --------
     A          $699     $1,149    $1,624    $2,932
     B*         $723     $1,130    $1,563    $3,007
     C          $223     $  830    $1,463    $3,165
     M          $410     $  892    $1,499   $3,138


If the shares are not redeemed:


Share Class    1 year   3 years   5 years   10 years
- -----------    ------   -------   -------   --------
     A          $699     $1,149    $1,624    $2,932
     B*         $223     $  830    $1,463    $3,007
     C          $223     $  830    $1,463    $3,165
     M          $311     $  892    $1,499    $3,138


*EXAMPLES FOR CLASS B SHARES ASSUME THEY WILL CONVERT TO CLASS A SHARES EIGHT
YEARS AFTER YOU PURCHASE THEM.

                                            IDEX MUTUAL FUNDS/PROSPECTUS 1999 37
<PAGE>
EXPLANATION OF STRATEGIES AND RISKS

HOW TO USE THIS SECTION

In the discussions of the individual funds on pages 2 through 37, you found
descriptions of the strategies and risks associated with each. In those pages,
you were referred to this section for a more complete description of the risks.
For best understanding, first read the description of the fund you are
interested in. Then refer to this section and read about the risks particular to
that fund. For even more discussions of strategies and risks, see the SAI, which
is available upon request. See the back cover of this prospectus for information
on how to order the SAI.

/chess piece/ DIVERSIFICATION AND CONCENTRATION. The 1940 Act classifies
investment companies as either diversified or non-diversified.


Diversification is the practice of spreading a fund's assets over a number of
investments, investment types, industries or countries to reduce risk. A
non-diversified fund has the ability to take larger positions in fewer issuers.
Because the appreciation or depreciation of a single security may have a greater
impact on the net asset value of a non-diversified fund, its share price can be
expected to fluctuate more than a comparable fund.


All of the funds (except IDEX Salomon All Cap and IDEX JCC Capital Appreciation)
qualify as diversified funds under the 1940 Act. The diversified funds are
subject to the following diversification requirements (which are set forth in
full in the SAI);

o As a fundamental policy, with respect to 75% of the total assets of a fund,
the fund may not own more than 10% of the outstanding voting shares of any
issuer (other than U.S. government securities) as defined in the 1940 Act and,
with respect to some funds, in other types of cash items.

o As a fundamental policy with respect to 75% of the total assets of a fund, the
fund will not purchase a security of any issuer if such would cause the
portfolio's holdings of that issuer to amount to more than 5% of the fund's
total assets.

o As a fundamental policy governing concentration, no fund will invest more than
25% of its assets in any one particular industry, other than U.S. government
securities.

IDEX Salomon All Cap and IDEX JCC Capital Appreciation each reserves the right
to become a diversified investment company (as defined by the 1940 Act).

/warning sign/ INVESTING IN COMMON STOCKS. Many factors cause common stocks to
go up and down in price. A major one is the financial performance of the company
that issues the stock. Other factors include the overall economy, conditions in
a particular industry, and monetary factors like interest rates. When your fund
holds stocks, there's a risk that some or all of them may be down in price when
you choose to sell fund shares, causing you to lose money. This is called MARKET
risk.

/warning sign/ INVESTING IN PREFERRED STOCKS. Because these stocks come with a
promise to pay a stated dividend, their price depends more on the size of the
dividend than on the company's performance. But if a company fails to pay the
dividend, its preferred stock is likely to drop in price. Changes in interest
rates can also affect their price. (See "Investing in Bonds," below.)

/warning sign/ INVESTING IN "CONVERTIBLES," PREFERRED STOCKS, AND BONDS. Since
preferred stocks and corporate bonds pay a stated return, their prices usually
do not depend on the price of the company's common stock. But some companies
issue preferred stocks and bonds that are CONVERTIBLE into their common stocks.
Linked to the common stock in this way, convertible securities go up and down in
price as the common stock does, adding to their market risk.

/warning sign/ VOLATILITY. The more an investment goes up and down in price, the
more volatile it is said to be. Volatility increases the market risk because
even though your fund may go up more than the market in good times, it may also
go down more than the market in bad times. If you decide to sell when a volatile
fund is down, you could lose more.

/warning sign/ INVESTING IN BONDS. Like common stocks, bonds fluctuate in value,
though the factors causing this are different, including:

o   CHANGES IN INTEREST RATES. Bond prices tend to move the opposite of interest
    rates. Why? Because when interest rates on new bond issues go up, rates on
    existing bonds stay the same and they become less desirable. When rates go
    down, the reverse happens. This is also true for most preferred stocks and
    some convertibles.

o   LENGTH OF TIME TO MATURITY. When a bond matures, the issuer must pay the
    owner its face value. If the maturity date is a long way off, many things
    can affect its value, so a bond is more volatile the farther it is from
    maturity. As that date approaches, fluctuations usually become smaller and
    the price gets closer to face value.

o   DEFAULTS. All bond issuers make at least two promises: (1) to pay interest
    during the bond's term and (2) to return principal when it matures. If an
    issuer fails to keep one or both of these promises, the bond will probably
    drop in price dramatically, and may even become worthless.

o   DECLINES IN RATINGS. At the time of issue, most bonds are rated by
    professional rating services, such as Moody's and S&P. The stronger the
    financial backing behind the bond, the higher the rating. If this backing is
    weakened or lost, the rating service may downgrade the bond's rating. This
    is virtually certain to cause the bond to drop in price.

38 IDEX MUTUAL FUNDS/PROSPECTUS 1999
<PAGE>

o   LOW RATING. High-yield/high-risk securities (commonly known as "junk bonds")
    have greater credit risk, are more sensitive to interest rate movements, are
    considered more speculative, have a greater vulnerability to economic
    changes and are less liquid.

o   LACK OF RATING. Some bonds are considered speculative, or for other reasons
    are not rated. Such bonds must pay a higher interest rate in order to
    attract investors. They're considered riskier because of the higher
    possibility of default or loss of liquidity.

o   LOSS OF LIQUIDITY. If a bond is downgraded, or for other reasons drops in
    price, the market demand for it may "dry up." In that case, the bond may be
    hard to sell or "liquidate" (convert to cash).

/warning sign/ INVESTING IN FOREIGN SECURITIES. Foreign securities are
investments offered by non-U.S. companies, governments and government agencies.
They involve risks not usually associated with U.S. securities, including:

o   CHANGES IN CURRENCY VALUES. Foreign securities are sold in currencies other
    than U.S. dollars. If a currency's value drops, the value of your fund
    shares could drop too, even if the securities are strong. Dividend and
    interest payments may be lower. Factors affecting exchange rates are:
    differing interest rates among countries; balances of trade; amount of a
    country's overseas investments; and any currency manipulation by banks.

o   CURRENCY SPECULATION. The foreign currency market is largely unregulated and
    subject to speculation.

o   CURRENCY TRADING COSTS. Some funds also invest in American Depositary
    Receipts (ADRs) and American Depositary Shares (ADSs). They represent
    securities of foreign companies traded on U.S. exchanges, and their values
    are expressed in U.S. dollars. Changes in the value of the underlying
    foreign currency will change the value of the ADR or ADS. The fund incurs
    costs when it converts other currencies into dollars, and vice-versa.

o   EURO CONVERSION. On January 1, 1999, certain participating countries in the
    European Economic Monetary Union adopted the "Euro" as their official
    currency. Other EU member countries may convert to the Euro at a later date.
    As of January 1, 1999, governments in participating countries are issuing
    debt and redenominate existing debt in Euros; corporations may choose to
    issue stocks or bonds in Euros or national currency. The new European
    Central Bank, (the "ECB") will assume responsibility for a uniform monetary
    policy in participating countries. Euro conversion risks that could affect a
    fund's foreign investments include: (1) the readiness of Euro payment,
    clearing, and other operational systems; (2) the legal treatment of debt
    instruments and financial contracts in existing national currencies rather
    than the Euro; (3) exchange-rate fluctuations between the Euro and non-Euro
    currencies during the transition period of January 1, 1999 through December
    31, 2001 and beyond; (4) potential U.S. tax issues with respect to fund
    securities; and (5) the ECB's ability to manage monetary policies among the
    participating countries.

o   DIFFERING ACCOUNTING AND REPORTING PRACTICES. Foreign tax laws are
    different, as are laws, practices and standards for accounting, auditing and
    reporting data to investors.

o   LESS INFORMATION AVAILABLE TO THE PUBLIC. Foreign companies usually make far
    less information available to the public.

o   LESS REGULATION. Securities regulations in many foreign countries are more
    lax than in the U.S.

o   MORE COMPLEX NEGOTIATIONS. Because of differing business and legal
    procedures, a fund might find it hard to enforce obligations or negotiate
    favorable brokerage commission rates.

o   LESS LIQUIDITY/MORE VOLATILITY. Some foreign securities are harder to
    convert to cash than U.S. securities, and their prices may fluctuate more
    dramatically.


o   SETTLEMENT DELAYS. "Settlement" is the process of completing payment and
    delivery of a securities transaction. In many countries, this process takes
    longer than it does in the U.S.


o   HIGHER CUSTODIAL CHARGES. Fees charged by the fund's custodian for holding
    shares are higher for foreign securities than those of domestic securities.

o   VULNERABILITY TO SEIZURE AND TAXES. Some governments can seize assets. They
    may also limit movement of assets from the country. Fund interest, dividends
    and capital gains may be subject to foreign withholding taxes.

o   POLITICAL INSTABILITY AND SMALL MARKETS. Developing countries can be
    politically unstable. Economies can be dominated by a few industries, and
    markets may trade a small number of securities. Regulation of banks and
    capital markets can be weak.

o   DIFFERENT MARKET TRADING DAYS. Foreign markets may not be open for trading
    the same days as U.S. markets are open and asset values can change before
    your transaction occurs.

o   HEDGING. A fund may enter into forward currency contracts to hedge against
    declines in the value of securities denominated in, or whose value is tied
    to, a currency other than the U.S. dollar or to reduce the impact of
    currency fluctuation on purchases and sales of such securities.

                                            IDEX MUTUAL FUNDS/PROSPECTUS 1999 39
<PAGE>

o   EMERGING MARKET RISK. Investing in the securities of issuers located in or
    principally doing business in emerging markets bear foreign exposure risks
    as discussed above. In addition, the risks associated with investing in
    emerging markets are often greater than investing in developed foreign
    markets. Specifically, the economic structures in emerging market countries
    are less diverse and mature than those in developed countries, and their
    political systems are less stable. Investments in emerging market countries
    may be affected by national policies that restrict foreign investments.
    Emerging market countries may have less developed legal structures, and the
    small size of their securities markets and low trading volumes can make
    investments illiquid and more volatile than investments in developed
    countries. As a result, a fund investing in emerging market countries may be
    required to establish special custody or other arrangements before
    investing.

/warning sign/ INVESTING IN FUTURES, OPTIONS AND DERIVATIVES. Besides
conventional securities, your fund may seek to increase returns by investing in
financial contracts related to its primary investments. Such contracts involve
additional risks and costs. Risks include:

o   INACCURATE MARKET PREDICTIONS. If the sub-adviser is wrong in its
    expectation, for example, with respect to interest rates, securities prices
    or currency markets, the contracts could produce losses instead of gains.

o   PRICES MAY NOT MATCH. Movements in the price of the financial contracts may
    be used to offset movements in the price of other securities you own. If
    those prices don't correlate or match closely, the benefits of the
    transaction might be diminished.

o   ILLIQUID MARKETS. If there is no market for the contracts, the fund may not
    be able to control losses.

o   TAX CONSEQUENCES. Sometimes the possibility of incurring high taxes on a
    transaction may delay closing out a position and limit the gains it would
    have produced.

/warning sign/ INVESTING IN TAX-EXEMPT SECURITIES. Some municipal obligations
pay interest that, while tax-exempt, may be considered a "preference item" for
determining the federal alternative minimum tax. This may result in your paying
more tax than you would have otherwise. Also, Congress periodically threatens to
limit or do away with the tax exemption or municipal obligations. If that
happened, it could substantially reduce the value of your fund's assets.

/warning sign/ INVESTING IN SPECIAL SITUATIONS. Each fund may invest in "special
situations" from time to time. Special situations arise when, in the opinion of
a fund manager, a company's securities may be undervalued, then increase
considerably in price, due to:

o  A NEW PRODUCT OR PROCESS
o  A MANAGEMENT CHANGE
o  A TECHNOLOGICAL BREAKTHROUGH
o  AN EXTRAORDINARY CORPORATE EVENT
o  A TEMPORARY IMBALANCE IN THE SUPPLY OF, AND DEMAND FOR, THE SECURITIES OF AN
   ISSUER

Investing in a special situation carries an additional risk of loss if the
expected development does not happen or does not attract the expected attention.
The impact of special situation investing to a fund will depend on the size of
the fund's investment in a situation.

/warning sign/ PORTFOLIO TURNOVER. A fund may engage in a significant number of
short-term transactions, which may lower fund performance. High turnover rate
will not limit a manager's ability to buy or sell securities for these funds,
although certain tax rules may restrict a fund's ability to sell securities when
the security has been held for less than three months. Increased turnover (100%
or more) results in higher brokerage costs or mark-up charges for a fund. The
funds ultimately pass these charges on to shareholders. Short-term trading may
also result in short-term capital gains, which are taxed as ordinary income to
shareholders. IDEX Alger Aggressive Growth, IDEX JCC Capital Appreciation and
IDEX C.A.S.E. Growth had turnover rates greater than 100% for the fiscal year
ended October 31, 1998.

/question mark/ INVESTMENT STRATEGIES. A fund is permitted to use other
securities and investment strategies in pursuit of its investment objective,
subject to limits established by the Fund's Board of Trustees. No fund is under
any obligation to use any of the techniques or strategies at any given time or
under any particular economic condition. Certain instruments and investment
strategies may expose the funds to other risks and considerations, which are
discussed in the Fund's SAI.

40 IDEX MUTUAL FUNDS/PROSPECTUS 1999
<PAGE>
/question mark/ How The IDEX Funds are
                Managed and Organized

IDEX Mutual Funds is run by a BOARD OF TRUSTEES. The assets of each fund are
managed by an investment adviser, who in turn selects sub-advisers, who have
hired fund managers. All such advisers to the funds are supervised by the Board
of Trustees. You can find information about the Trustees and officers of the
Fund in the SAI.

IDEX MANAGEMENT, INC. (IMI), located at 570 Carillon Parkway,
St. Petersburg, Florida 33716, serves as INVESTMENT ADVISER to the Fund.


The investment adviser hires sub-advisers to furnish investment advice and
recommendations and has entered into sub-advisory agreements with each
SUB-ADVISER. The investment adviser also supervises the sub-advisers' buying and
selling of securities and administration of the funds. For these services, it is
paid an ADVISORY FEE. This fee is based on the average daily net assets of each
fund, and is paid at the rates shown in the table below.


IMI is a wholly-owned direct subsidiary of AUSA Holding Company ("AUSA"). AUSA
is a holding company which is wholly-owned by AEGON USA, Inc. ("AEGON USA"), a
financial services holding company whose primary emphasis is on life and health
insurance, and annuity and investment products. AEGON USA is a wholly-owned
indirect subsidiary of AEGON N.V., a Netherlands corporation and publicly traded
international insurance group.

Here is a listing of the sub-advisers and the funds they manage:


SUB-ADVISER     FUND NAME
- -----------     ---------
JCC             IDEX JCC Growth
                IDEX JCC Global
                IDEX JCC Balanced
                IDEX JCC Capital Appreciation
                IDEX JCC Flexible Income

T. Rowe Price   IDEX T. Rowe Price Dividend Growth
                IDEX T. Rowe Price Small Cap

GSAM            IDEX Goldman Sachs Growth

SBAM            IDEX Salomon All Cap

Alger           IDEX Alger Aggressive Growth

Pilgrim Baxter  IDEX Pilgrim Baxter Mid Cap Growth

AIMI            IDEX AEGON Income Plus
                IDEX AEGON Tax Exempt

SEIM            IDEX GE/Scottish Equitable International Equity

GEIM            IDEX GE/Scottish Equitable International Equity

Dean            IDEX Dean Asset Allocation

Luther King     IDEX LKCM Strategic Total Return

NWQ             IDEX NWQ Value Equity

C.A.S.E.        IDEX C.A.S.E. Growth

ADVISORY FEE SCHEDULE-ANNUAL RATES

<TABLE>
<CAPTION>
                                        JCC*              JCC    JCC*     JCC*          JCC**           AEGON           AEGON
AVERAGE DAILY NET ASSETS        CAPITAL APPRECIATION    GLOBAL  GROWTH  BALANCED   FLEXIBLE INCOME    INCOME PLUS     TAX EXEMPT
- ------------------------        --------------------    ------  ------  --------   ---------------    -----------     ----------
<S>                            <C>                       <C>     <C>      <C>                            <C>           <C>
First $750 million                 1.00%                 1.00%   1.00%    1.00%        N/A               0.60%         0.60%
the next $250 million              0.90%                 0.90%   0.90%    0.90%        N/A               0.60%         0.60%
over $1 billion                    0.85%                 0.85%   0.85%    0.85%        N/A               0.60%         0.60%
First $100 million                                                                    0.90%
the next $150 million                                                                 0.80%
over $250 million                                                                     0.70%
</TABLE>

*IMI has agreed to waive a portion of its advisory fee through 6/30/2000 for
this fund as follows: 0.0250% of average daily net assets from $100 - $500
million (net 0.9750%); 0.0750% of assets from $500 - $750 million (net 0.9250%);
0.0250% of assets from $750 million - $1 billion (net 0.8750%); and 0.0250% of
assets above $1 billion (net 0.8250%).

**For IDEX JCC Flexible Income, IMI has agreed to waive a portion of its
advisory fee through 6/30/2000 as follows: 0.0250% of the first $100 million of
average daily net assets (net 0.8750%); 0.0250% of assets from $100 - $250
million (net 0.7750%); and 0.0250% of assets above $250 million (net 0.6750%).

<TABLE>
<CAPTION>

                     T. ROWE PRICE                                 GOLDMAN   PILGRIM BAXTER    ALGER
AVERAGE DAILY          DIVIDEND        T. ROWE PRICE    SALOMON     SACHS       MID CAP      AGGRESSIVE
NET ASSETS              GROWTH            SMALL CAP     ALL CAP     GROWTH       GROWTH        GROWTH
- ----------           -------------     -------------    -------     ------   --------------  ----------
<S>                      <C>               <C>           <C>         <C>        <C>             <C>
First $500 million       0.80%             0.80%         0.80%       0.80%      0.80%           0.80%
over $500 million        0.70%             0.70%         0.70%       0.70%      0.70%           0.70%
</TABLE>

<TABLE>
<CAPTION>
                          GE/SCOTTISH
                           EQUITABLE                    NWQ         LKCM
AVERAGE DAILY             INTERNATIONAL     C.A.S.E    VALUE      STRATEGIC              DEAN
NET ASSETS                  EQUITY          GROWTH     EQUITY    TOTAL RETURN     ASSET ALLOCATION
- -------------             -------------     -------    ------    ------------     ----------------
<S>                       <C>               <C>        <C>       <C>              <C>
First $500 million            0.80%          0.80%       0.80%      0.80%                0.80%
over $500 million             0.70%          0.70%       0.70%      0.70%                0.70%
</TABLE>

                                          IDEX MUTUAL FUNDS/ PROSPECTUS 1999  41

<PAGE>

DAY-TO-DAY MANAGEMENT OF THE INVESTMENTS IN EACH FUND IS THE RESPONSIBILITY OF
THE FUND MANAGER. THE FUND MANAGERS FOR IDEX MUTUAL FUNDS ARE:

IDEX T. ROWE PRICE SMALL CAP

RICHARD T. WHITNEY, CFA, has managed this fund since inception and heads the
Investment Team for this fund. He joined T. Rowe Price in 1985.

IDEX JCC CAPITAL APPRECIATION

JAMES P. GOFF has managed this fund since its inception. He joined JCC in 1988.

IDEX PILGRIM BAXTER MID CAP GROWTH


JEFFREY A. WRONA, CFA, has managed this fund since inception. Prior to joining
Pilgrim Baxter in 1997, he was a senior portfolio manager at Munder Capital
Management.


IDEX ALGER AGGRESSIVE GROWTH

DAVID D. ALGER has been employed by Alger since 1971 and has served as president
since 1995. He has managed this fund since inception.

DAVID HYUN has served as co-manager of this fund since February 1998. He has
been employed by Alger as a senior research analyst since 1991 and a portfolio
manager since 1997.

IDEX GE/SCOTTISH EQUITABLE INTERNATIONAL EQUITY

At SEIM, investment strategy is formulated by the Investment Strategy Group.
RUSSELL HOGAN leads the investment strategy team. Mr. Hogan is the Investment
Director of Scottish Equitable plc, parent company of SEIM. He oversees all
aspects of asset management. He has been with SEIM for 14 years and has been the
team leader since the fund's inception.

At GEIM, RALPH R. LAYMAN is a director and executive vice president and leads a
team of fund managers. Mr. Layman has served in this capacity since the fund's
inception. Mr. Layman joined GEIM in 1991 as executive vice president for
international investments.

IDEX JCC GLOBAL

HELEN YOUNG HAYES has been employed by JCC since 1987 and has managed this fund
since its inception.

IDEX SALOMON ALL CAP

ROSS S. MARGOLIES, has managed this fund since inception. Mr. Margolies joined
SBAM in 1992.

ROBERT M. DONAHUE, JR. assists in the day-to-day management of the fund. Prior
to joining SBAM in 1997, Mr. Donahue worked as an equity analyst at Gabelli &
Company.

IDEX JCC GROWTH

SCOTT W. SCHOELZEL AND EDWARD KEELY serve as co-managers of this fund. Mr.
Schoelzel has managed this fund since January 1996. Before that, he was
co-manager of this fund since 1995. He has been employed by JCC since 1994. From
1991 to 1993, Mr. Schoelzel was a portfolio manager with Founders Asset
Management, Denver, CO.

Mr. Keely has managed this fund since January, 1999. He has been employed by JCC
since 1998. Prior to joining JCC, he was a senior vice president of investments
at Founders.

IDEX GOLDMAN SACHS GROWTH

HERBERT E. EHLERS, has served as head of a six person investment team that has
managed this fund since inception. Prior to joining GSAM in 1997, he was chief
investment officer at Liberty Investment Management, Inc. from 1994-1997.

IDEX C.A.S.E. GROWTH

This fund is managed by a team of professionals, called the
Portfolio Management Committee. WILLIAM E. LANGE is the head manager on this
committee. He has been president of C.A.S.E. since 1984.

IDEX NWQ VALUE EQUITY

EDWARD C. FRIEDEL, CFA has been the senior manager of this fund since inception.
He has been a managing director and investment strategist with NWQ since 1983.

IDEX T. ROWE PRICE DIVIDEND GROWTH

WILLIAM J. STROMBERG, CFA has managed this fund since inception and heads the
Investment Team for this fund. He joined T. Rowe Price in 1986.

IDEX DEAN ASSET ALLOCATION

JOHN C. RIAZZI, CFA is the senior fund manager of this fund. He
joined Dean in 1989.

ARVIND SACHDEVA, CFA is the senior equity strategist of this fund. He joined
Dean in 1993. They have co-managed this fund since inception.

IDEX LKCM STRATEGIC TOTAL RETURN

LUTHER KING, JR. , CFA and SCOT C. HOLLMANN, CFA have co-managed this fund since
its inception. Mr. King has

42 IDEX Mutual Funds/ Prospectus 1999

<PAGE>

been the president of Luther King since 1979. Mr. Hollmann has been a vice
president since 1983.

IDEX JCC BALANCED

BLAINE P. ROLLINS assisted in the management of this fund from its inception
until February 1996, when he was named fund manager. He has been with JCC since
1990.

IDEX JCC FLEXIBLE INCOME

RONALD V. SPEAKER has managed this fund since October 1993. He has been with JCC
since 1986. On January 13, 1997, Mr. Speaker settled an SEC administrative
action involving two personal trades that he made in January 1993. Without
admitting or denying the allegations, he agreed to civil monetary penalty,
disgorgement and interest payments totaling $37,199 and a 90-day suspension
starting January 29, 1997.

IDEX AEGON INCOME PLUS

DAVID R. HALFPAP, CFA, has served as manager of this fund since its inception.
He has been employed by AIMI since 1975 and currently is a senior vice
president.

BRADLEY J. BEMAN, CFA became a co-manager of this fund in August 1998. He joined
AIMI in 1988 after working in various capacities with AEGON USA, Inc. and Life
Investors Insurance Company of America.

CRAIG M. ENRIGHT became a co-manager of this fund in August 1998. He joined AIMI
in 1996. His prior work experience includes ten years with the Chicago Board of
Trade, two years with the Securities Corporation of Iowa and five years at
Northern Trust Company.

IDEX AEGON TAX EXEMPT

JARRELL D. FREY, CFA is a senior securities analyst and has managed this fund
since August 1998. Mr. Frey joined AIMI in June 1994. Prior to joining AIMI, Mr.
Frey was employed for five years by Woodmen Accident and Life Company in
Lincoln, NE.

                                           IDEX MUTUAL FUNDS/ PROSPECTUS 1999 43

<PAGE>


Similar Sub-Adviser
Performance

A fund may disclose to prospective investors total returns of an existing
SEC-registered fund that is managed by the fund's sub-adviser and that has
investment objectives, policies, and strategies substantially similar to those
of such fund (a "Similar Sub-Adviser Fund"). ALTHOUGH THE SIMILAR SUB-ADVISER
FUNDS HAVE SUBSTANTIALLY SIMILAR INVESTMENT OBJECTIVES, POLICIES, AND STRATEGIES
AS THE DESIGNATED FUND, AND ARE MANAGED BY THE SAME SUB-ADVISER AS THE
DESIGNATED FUND, YOU SHOULD NOT ASSUME THAT ANY FUND WILL HAVE THE SAME FUTURE
PERFORMANCE AS SIMILAR SUB-ADVISER FUNDS WHOSE TOTAL RETURNS ARE SHOWN. Each
fund's future performance may be greater or less than the historical performance
of the corresponding Similar Sub-Adviser Fund. There can be no assurance, and no
representation is made, that the investment results of any fund will be
comparable to the results of any of the Similar Sub-Adviser Funds or any other
fund managed by IDEX Management, Inc. The table below sets forth certain funds,
and, for each fund's respective Similar Sub-Adviser Fund, that fund's inception
date, asset size, and the average annual total returns for the one, five and ten
year periods (or life of the Similar Sub-Adviser Fund, if shorter) ended
December 31, 1998. These figures are based on the actual investment performance
of the Similar Sub-Adviser Funds. The average annual total returns for the
Similar Sub-Adviser Funds are shown with any applicable sales load. YOU SHOULD
NOTE THAT THE PERFORMANCE OF THE SIMILAR SUB-ADVISER FUNDS DOES NOT REFLECT THE
HISTORICAL PERFORMANCE OF ANY IDEX FUNDS.

<TABLE>
<CAPTION>

                                                                                             SSAF AVERAGE ANNUAL TOTAL (5)
                                                                                             RETURN (WITH SALES LOADS)
                                                                                             ---------------------------
                                          SIMILAR                    SSAF          SSAF                        10 YEARS
                                     SUB-ADVISER FUND             INCEPTION       TOTAL                        OR SINCE
IDEX FUND                                 (SSAF)                     DATE         ASSETS     1 YEAR    5 YEARS  INCEPTION
- ---------                            ----------------             ---------       ------     ------    -------  ---------
<S>                                   <C>                         <C>             <C>        <C>       <C>      <C>
IDEX Goldman Sachs Growth           Goldman Sachs Capital         CLASS A       $2,187.8      26.53%    20.89%   18.99%
                                    Growth Fund (1)               4/20/90        million
                                                                              (all classes)

IDEX T. Rowe Price                  T. Rowe Price                 12/30/92        $1.3        15.04%    20.48%   20.29%
Dividend Growth                     Dividend Growth Fund (2)                     billion

IDEX T. Rowe Price Small Cap        T. Rowe Price Diversified      6/30/97        $7.9         3.58%      N/A     7.14%
                                    Small CAP Growth Fund                        million

IDEX Pilgrim Baxter                 PBHG Growth II Portfolio (3)   5/1/97         $19          8.19%      N/A     9.46%
Mid Cap Growth                                                                   million

IDEX Salomon All Cap                Salomon Brothers              CLASS O        $240.9       23.83%    19.37%   17.56%
                                    Capital Fund (4)              11/1/96        million
</TABLE>

(1)     Total returns are for Class A shares of the Goldman Sachs Capital Growth
        Fund and reflect a deduction of 5.5% front-end sales load. The Fund
        also offers Class B and Class C shares with different sales loads.
        Calculating total return with those sales loads may have resulted in
        lower total returns.

(2)     The T. Rowe Price Dividend Growth and T. Rowe Price Diversified
        Small-Cap Growth Funds do not have sales loads.

(3)     The PBHG Growth II Portfolio does not have a sales load.

(4)     Total returns are for Class O shares of the Salomon Brothers Capital
        Fund. Class O shares are sold without any sales charge to the fund. The
        fund also offers Class A, Class B and Class 2 shares.

(5)     The similar IDEX funds have higher expenses than the similar sub-adviser
        funds, so your return may be less than that of the similar sub-adviser
        fund.

44 IDEX MUTUAL FUNDS/ PROSPECTUS 1999

<PAGE>
SHAREHOLDER INFORMATION

/question mark/ OPENING AN ACCOUNT

If you are opening a fund through a registered representative, he or she
can assist you with all phases of your investment.

If you are investing through an authorized dealer, the dealer is responsible for
opening your account and providing your taxpayer ID number. If you already have
an IDEX account, you do not need additional documentation.

The Fund or its agents may reject a request for purchase of shares at any time,
including any purchase under the exchange privilege.

CHOOSING A SHARE CLASS


The Fund offers four share classes, each with its own sales charge and expense
structure. (An additional class, Class T, is offered through IDEX JCC Growth,
but Class T shares are not available to new investors.) Also, effective March 1,
1999, shares that were designated as Class C shares became Class M shares. They
have an initial sales charge of 1.00% and a contingent deferred sales charge
(CDSC) of 1.00% if you sell within 18 months of purchase. The sales charge and
CDSC only apply to shares purchased after February 28, 1999.

The Fund began offering a NEW Class C share on November 1, 1999. This new Class
C share has no initial or deferred sales charges. All shares that were
designated as Class C shares prior to March 1, 1999, which then converted to
Class M shares on that date, will continue as Class M shares.


The amount of your investment and the amount of time that you plan to hold your
shares will determine which class of shares you should choose. You should make
this decision carefully because all of your future investments in your account
will be in the same share class that you designate when you open your account.
Your financial professional can help you choose the share class that makes the
best sense for you.


If you are investing a large amount and plan to hold your shares for a long
period, Class A or Class M shares may make the most sense for you. If you are
investing a lesser amount, you may want to consider Class B shares (if you plan
to invest for a period of at least 5 years) or Class C shares (if you plan to
invest for a period of less than 5 years).


The Fund may, at any time and in its sole discretion, add, delete, or change the
sales charges for any share class.

CLASS A SHARES - FRONT LOAD

With Class A shares, you pay an initial sales charge only when you buy shares.
(The offering price includes the sales charge.)


If you are investing $1 million or more (either as a lump sum or through any of
the methods described above), you can purchase Class A shares without any sales
charge. However, if you redeem any of those shares within the first 24 months
after buying them, you will pay a 1% CDSC, unless they were purchased through a
qualified retirement plan.


<TABLE>
<CAPTION>


CLASS A SHARES -        CLASS B SHARES -           CLASS C SHARES -       CLASS M SHARES -          CLASS T SHARES
FRONT LOAD              BACK LOAD                  LEVEL LOAD             LEVEL LOAD                (closed to new
                                                                                                    investors)
- ----------------        ----------------           ----------------       ----------------          ---------------
<S>                     <C>                        <C>                    <C>                       <C>
 o Initial sales        o  No up-front sales       o  No up-front sales   o  Initial sales          o  Initial sales
   charge of 5.50%         charge                     charge                 charge of 1.00%           charge of 8.5%
   or less (see Class                                                                                  or less
   A Share Quantity     o  Deferred sales          o  No deferred sales   o  12b-1 distribution
   Discounts Table).       charge of 5.00%            charge                 and service 12b-1      o  No 12b-1
                           or less on shares                                 fees of 0.90% per         distribution
 o  Discounts of sales     you sell within 6       o  12b-1 distribution     year (except for          and service fees
    charge for larger      years (see                 and service fees       the IDEX AEGON
    investments            deferred sales             of 1.00%               Tax Exempt whose       o  Sales charge
                           charge table                                      12b-1 distribution        percentage can be
 o  12b-1 distribution     below)                  o  No conversion to       and service fee is        reduced in the
    and service fees                                  Class A shares         0.60%)                    same four ways as
    of 0.35%            o  12b-1 distribution         feature, so annual                               Class A shares
                           and service fees           expenses do not     o  Deferred sales            (see Class A Share
 o  Lower annual           of 1.00%                   decrease               charge of 1.00% if        Quantity
    expenses                                                                 you sell within 18        Discounts Table)
    than Class B, C     o  Automatic                                         months of
    or M shares due        conversion to                                     purchase
    to lower 12b-1         Class A shares
    distribution           after 8 years,                                 o  Automatic
    and service fees       reducing future                                   conversion to
                           annual expenses                                   Class A shares
                                                                             after 10 years,
                                                                             reducing future
                                                                             annual expenses

</TABLE>
                                           IDEX MUTUAL FUNDS/ PROSPECTUS 1999 45
<PAGE>

Also, the Fund will treat Class A share purchases in an amount of less than $1
million by defined contribution plans, other than 403(b) plans, that are
sponsored by employers with 100 or more eligible employees as if such purchases
were equal to an amount more than $1 million.

CLASS B SHARES - BACK LOAD

Class B shares are sold in amounts up to $500,000. With Class B shares, you pay
no initial sales charge when you invest, but you are charged a CDSC when you
sell shares you have held for six years or less, as described in the table
below.

Class B shares automatically convert to Class A shares after 8 years, lowering
annual expenses from that time on.

                CONTINGENT DEFERRED SALES CHARGE--CLASS B SHARES


   REDEMPTION DURING                          AS A % OF DOLLAR AMOUNT
   YEAR AFTER PURCHASE                          (SUBJECT TO CHANGE)
   -------------------                       ------------------------
   First                                                 5%
   Second                                                4%
   Third                                                 3%
   Fourth                                                2%
   Fifth and Sixth                                       1%
   Seventh and Later                                     0%



CLASS C SHARES - LEVEL LOAD

With Class C shares, you pay no initial sales charge or CDSC. There are 12b-1
distribution and service fees of up to 1.00% per year.

CLASS M SHARES - LEVEL LOAD

Class M shares are sold in amounts up to $1 million. With Class M shares, you
pay an initial sales charge of 1.00% based on offering price. (The offering
price includes the sales charge.) There are distribution and service fees of
0.90% per year. If you redeem within 18 months from the date of purchase, you
may incur a CDSC of 1.00%.

Class M shares automatically convert to Class A shares after 10 years, lowering
annual expenses from that time on.


CLASS T SHARES (IDEX JCC GROWTH ONLY)
(CLOSED TO NEW INVESTORS)

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


You pay no sales charge when you redeem Class T shares. As with Class A shares,
if you pay no up-front sales charge because you are purchasing $1 million or
more of Class T shares, you will pay a deferred sales charge of 1.00% if you
redeem any of those shares within the first 24 months after buying them, unless
they were purchased through a qualified retirement plan. The charge is assessed
on an amount equal to the lesser of the then current market value or the
original cost of the shares being redeemed. No sales charge is imposed on net
asset value above the initial purchase.


Waivers of the sale charges are granted under certain conditions. Persons
eligible to buy Class T shares at NAV may not impose a sales charge when they
re-sell those shares.

CONTINGENT DEFERRED SALES CHARGE


Your shares may be subject to a CDSC. Dividends and capital gains are not
subject to the sales charge. There is no charge on any increase in the value of
your shares. To ensure that you pay the lowest CDSC possible, the Fund will
always use the shares with the lowest CDSC to fill your redemption requests. If
your shares are worth less than when you bought them, the charge will be
assessed on their current, lower value. In some cases, the sales charge may be
waived.


NEW ACCOUNT APPLICATION

Fill out the New Account Application form which is included in this prospectus.
IRAs and other retirement accounts require a different application, which you
can request by calling 1-888-233-IDEX (4339) or writing IDEX Customer Service.
You can avoid future inconvenience by signing up for any services you think you
may later use.

Note: On your application, be sure to include your social security number or
taxpayer identification number. If you don't, your account may be subject to
backup withholding, or be closed.


There are many ways that you can pay for your shares (shown below). The minimum
initial purchase is $500 for Class A, B and T shares, and $1,000 for Class C and
Class M shares and shares purchased through authorized dealers. There is a $50
minimum on additional purchases. Purchases through regular investment plans,
like the Automatic Investment Plan, have no minimum to open an account, but you
must invest at least $50 monthly per account.


46 IDEX MUTUAL FUNDS/ PROSPECTUS 1999

<PAGE>
<TABLE>
<CAPTION>


HOW TO BUY SHARES                     TO OPEN A NEW ACCOUNT (FIRST-TIME IDEX INVESTORS)
- -----------------                     --------------------------------------------
<S>                                   <C>
BY MAIL                               Send your completed application and check payable to:
                                      Idex Investor Services, Inc. P.O. Box 9015 Clearwater, Florida 33758-9015;
                                      For Overnight Delivery: 570 Carillon Parkway, St. Petersburg, Florida 33716

THROUGH AN AUTHORIZED DEALER          The dealer is responsible for opening your account and providing IDEX with your
                                      Taxpayer ID Number. The minimum order from an authorized dealer is $1,000.

BY AUTOMATIC INVESTMENT PLAN          Send your completed application, along with a check for your initial
                                      investment, payable to Idex Investor Services, Inc. P.O. Box 9015,
                                      Clearwater, Florida 33758-9015.

                                      TO ADD TO YOUR EXISTING ACCOUNT
                                      --------------------------------

BY CHECK                              Make your check payable to Idex Investor Services Inc. and mail it to:
                                      P.O. Box 9015 Clearwater, FL 33758-9015; or, for overnight delivery: 570 Carillon
                                      Parkway, St. Petersburg, FL 33716. Third party checks, or checks endorsed to
                                      IDEX, will not be accepted. All checks must be made payable to Idex Investors
                                      Services, Inc.

BY AUTOMATIC INVESTMENT PLAN          With an Automatic Investment Plan (AIP), a level dollar amount is invested
                                      monthly and payment is deducted electronically from your bank account. Call or
                                      write IDEX Customer Service to establish an AIP.

BY TELEPHONE                          The electronic funds transfer privilege must be established in advance, when you open
                                      your account, or by adding this feature to your existing account. Select "Electronic Bank
                                      Link" on the Application or write to the Fund. Funds can then be transferred electronically
                                      from your bank to the Fund. Call IDEX Customer Service to invest by phone, either
                                      through our automated touch-tone system IDEX InTouch/service mark/ (1-888-233-(DEX (4339) ),
                                      or by speaking directly with your representative. Shares will be purchased via
                                      electronic funds when the money is received by IDEX, usually 2-4 business days after
                                      the request.

THROUGH AUTHORIZED DEALERS            If your dealer has already established your account for you, no additional documentation
                                      is needed. Call your dealer to place your order. The dealer's bank may charge you for a
                                      wire transfer. (The Fund currently does not charge for this service.) The Fund must receive
                                      your payment within three business days after your order is accepted.

BY THE INTERNET                       You may request a transfer of funds from your bank account to the Fund. Visit our website
                                      at WWW.IDEXFUNDS.COM. Payment will be transferred from your bank account electronically.
                                      Shares will be purchased via electronic funds when the money is received by IDEX,
                                      usually 2-4 business days after the request.

BY PAYROLL DEDUCTION                  You may have money transferred regularly from your payroll to your IDEX account.
                                      Please instruct your employer's payroll department to do so. Call IDEX Customer
                                      Service (1-888-233-IDEX (4339) ) to establish this deduction.

BY WIRE TRANSFER                      Request that your bank wire funds to the Fund. You must have an EXISTING ACCOUNT
                                      to make a payment by wire transfer. Ask your bank to send your payment to:
                                             NationsBank, NA, Tampa, FL, ABA# 063100277, Credit: Idex Investors Service
                                             Acct #: 3601194554, Ref: Shareholder name, IDEX fund and account numbers.
</TABLE>

                                          IDEX MUTUAL FUNDS/ PROSPECTUS 1999  47

<PAGE>
<TABLE>
<CAPTION>


TO RECEIVE PAYMENT BY                 HOW TO REQUEST YOUR REDEMPTION
- ---------------------                 ------------------------------
<S>                                   <C>
DIRECT DEPOSIT - ACH                  Call IDEX Customer Service (1-888-233-IDEX (4339)) to verify that this
(ONLY FOR ACCOUNTS THAT ARE           feature is in place on your account. Maximum amount per day is the lesser
NOT QUALIFIED RETIREMENT              of your balance or $50,000. Request an "ACH redemption" in writing, by
PLANS)                                phone (automated IDEX InTouch/service mark/ (1-888-233-IDEX (4339) or person-to-
                                      person), or by internet access to your account. Payment should usually be
                                      received by your bank account in 3-5 banking days after your request. The
                                      Fund does not charge for this payment option.

DIRECT DEPOSIT                        Call IDEX Customer Service (1-888-233-IDEX (4339)) to be sure this feature
(ELECTRONIC FUNDS TRANSFER-           is in place on your account. Maximum amount per day is the lesser of your
FEDERAL FUNDS BANK WIRE)              available balance or $50,000. Request an "Expedited Redemption" in
                                      writing, or by phone (person-to-person request). Payment should be
                                      received by your bank account the next banking day after your request. The
                                      Fund charges $10 for this service. Your bank may charge a fee as well.
                                      Certain IRAs and Qualified Plans may not be eligible for ACH redemptions.

CHECK TO THE ADDRESS OF RECORD        WRITTEN REQUEST:
                                      Send a letter requesting a withdrawal to the Fund and include any share certificates
                                      you may have. Specify the fund, account number, and dollar amount
                                      or number of shares you wish to redeem. Mail to: Idex Investor Services,
                                      P.O. Box 9015, Clearwater, FL 33758-9015. Attention: Redemptions. Be sure
                                      to include all account owners' signatures and any additional documents, as
                                      well as a signature guarantee(s) if required (see "How To Sell Shares").

                                      TELEPHONE OR INTERNET REQUEST:
                                      If your request is not required to be in writing (see "How To Sell Shares"),
                                      you may call IDEX Customer Service (1-888-233-IDEX (4339)) and make your
                                      request by automated IDEX InTouch/service mark/ system (1-888-233-IDEX (4339)), by
                                      person-to-person, or by accessing your account on the internet. Maximum
                                      amount per day is the lesser of your available balance or $50,000.

                                      If an address change was made in the last 10 days, the check will not be mailed
                                      until after the 10 day period following the address change. To avoid this, IDEX
                                      requires a redemption request in writing signed and signature guaranteed by
                                      all shareholders.

CHECK TO ANOTHER PARTY/ADDRESS        THIS REQUEST MUST BE IN WRITING, regardless of amount, with all account
                                      owners' signatures guaranteed. Mail to: Idex Investor Services, P.O. Box
                                      9015, Clearwater, FL 33758-9015. Attention: Redemptions.

PERIODIC AUTOMATIC PAYMENT (BY        You can establish a SYSTEMATIC WITHDRAWAL PLAN (SWP) either at the
DIRECT DEPOSIT-ACH OR CHECK)          time you open your account or at a later date. Call IDEX Customer Service
                                      (1-888-233-IDEX) (4339) ) for assistance.

BY EXCHANGE                           No payment to, or from, you is made. You are buying shares of one fund
                                      and selling shares of another fund (an "exchange purchase/redemption").
                                      Request an exchange in writing, by phone (automated IDEX InTouch(SM)
                                      (1-888-233-IDEX (4339) system or person-to-person), or by internet access
                                      to your account.

THROUGH AN AUTHORIZED DEALER          You may redeem your shares through an authorized dealer. (They may
                                      impose a service charge.) Contact your Registered Representative or call
                                      IDEX Customer Service (1-888-233-IDEX (4339) for assistance.

</TABLE>

            ALL PURCHASES MUST BE HELD AT IDEX FOR 15 CALENDAR DAYS
                    BEFORE THEY ARE ELIGIBLE FOR REDEMPTION.

48 IDEX MUTUAL FUNDS/ PROSPECTUS 1999

<PAGE>
/question mark/ HOW TO BUY SHARES

Depending on privileges established on your account, you may buy, sell or
exchange shares in several ways. You may do so in writing, by phone request or
you may access your account through the internet. You may make payments, or
receive payment for your redemptions, via an electronic funds transfer or by
check.


If you are a new investor to the Fund, you must first open an account by mailing
a completed application to the Fund or you may open your account through a
securities dealer.


/question mark/ HOW TO SELL SHARES

Your request to sell your shares and receive payment may be affected by:

        o       the privileges or features established on your account
        o       the type of account you have, and if there is more
                than one owner
        o       the dollar amount you are requesting
        o       if there have been recent changes made to your
                account (such as an address change) or other circumstances
                that may require written request or signature guarantees

There are several ways to request redemption of your shares:

        o       in writing (by mail or fax)
        o       by internet access to your account(s) at
                WWW.IDEXFUNDS.COM
        o       by telephone request using our touch-tone automated system,
                IDEX InTouch(SM), or by a person-to-person verbal request


The proceeds of your redemption may be paid by check, or by direct deposit to
your bank account subject to any restrictions that may be applicable. ALL
PURCHASES MUST BE HELD AT IDEX FOR 15 CALENDAR DAYS BEFORE THEY ARE ELIGIBLE
FOR REDEMPTION.


/question mark/ HOW TO EXCHANGE SHARES


You can exchange $50 or more of one fund for shares in the same class of another
fund. As explained below, you may be able to exchange your shares into any one
of the three portfolios of the Cash Equivalent Fund (CEF) without a sales
charge. Any CDSC will be calculated from the date you bought your original
shares. This means your new shares will be the same age as your old shares, so
your sales charge will not increase because of the exchange. The minimum
exchange to a new account is $500 unless an automatic investment plan is
established on the new account.

Prior to making exchanges into a fund that you do not own, read this prospectus
carefully. You can request exchanges share over the telephone unless you have
declined the privilege on your application. You can also exchange shares of the
same class automatically at regular intervals, from one fund to another. The
Systematic Exchange Feature is set up similarly to that of a SWP.


MONEY MARKET EXCHANGE PRIVILEGE


You can exchange Class A, C and T shares for any of the three CEF portfolios.
You may exchange Class B and M shares only into the CEF's Money Market
Portfolio.


SPECIAL RULES FOR CLASS B OR M SHARES IN MONEY MARKET FUND EXCHANGES

When exchanging Class B or M shares for shares of the CEF Money Market
Portfolio, you will not be charged a CDSC. If you later sell the Class B or M
shares of the CEF, you will be charged the sales charge, but the time that you
held those Class B or M shares of the CEF will not count toward calculating the
sales charge.

The Fund may restrict the number of times that you may exchange your shares.
Please see the section below titled "Excessive Trading."

SPECIAL SITUATIONS FOR EXCHANGING SHARES

o Class T shares may be exchanged for only Class A shares of any IDEX fund,
  other than IDEX JCC Growth. Class A shares of all IDEX funds are subject to
  distribution and service (12b-1) fees.

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

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

EXCESSIVE TRADING


The Fund does not permit excessive trading (market-timing). Excessive purchases,
redemptions or exchanges of fund shares can disrupt portfolio management and
drive fund expenses higher. If you make more than four exchanges in a calendar
quarter, you are considered to be


                                          IDEX MUTUAL FUNDS/ PROSPECTUS 1999  49
<PAGE>


trading excessively, and the Fund or its agents may impose fees of up to 2% of
the value of such transactions, limit or terminate your exchange privileges,
and/or not accept future investments from you. Frequent purchases and
redemptions of shares having similar effects as exchanges may be considered
excessive trading.


/question mark/ OTHER ACCOUNT INFORMATION

MINIMUM PURCHASES

o $500 for Class A, B and T shares; $1,000 for Class C and M shares; additional
  purchases are a minimum of $50.

If your check, draft or electronic transfer is returned unpaid by your bank, the
Fund may charge a $15 fee.

PRICING OF SHARES

Price is calculated on each day the New York Stock Exchange (NYSE) is open for
business. The share price of each class is calculated by dividing its net assets
less liabilities by the number of its shares outstanding.

If the Fund receives your order by closing time of the NYSE (usually 4 p.m.
EST), you will pay or receive that day's NAV. If later, it will be priced at the
next day's NAV. Share prices may change when a fund holds shares in companies
traded on foreign exchanges that are open on days the NYSE is closed.

In determining NAV, each fund's portfolio investments are valued at market
value. Investments for which quotations are not readily available are valued at
fair value determined in good faith under the supervision of the Board of
Trustees.

CLASS A SALES CHARGE REDUCTIONS

YOU CAN LOWER THE SALES CHARGE PERCENTAGE IN FOUR WAYS:

o Substantial investments receive lower sales charge rates. Please see the SAI
  for details on these reductions.

o The "right of accumulation" allows you to include your existing Class A Shares
  (or Class T shares of IDEX JCC Growth) as part of your current investments for
  sales charge purposes.

o A "letter of intent" allows you to count all Class A share investments in an
  IDEX fund over the next 13 months, as if you were making them all at once, to
  qualify for reduced sales charges.

o By investing as part of a qualified group.


                        CLASS A SHARE QUANTITY DISCOUNTS
             (ALL FUNDS EXCEPT IDEX JCC FLEXIBLE INCOME, IDEX AEGON
                     INCOME PLUS AND IDEX AEGON TAX EXEMPT)

                               SALES CHARGE AS %              SALES CHARGE AS %
AMOUNT OF PURCHASE             OF OFFERING PRICE              OF AMOUNT INVESTED
- ------------------             -----------------              ------------------
Under $50,000                         5.50%                        5.82%
$50,000 to under $100,000             4.75%                        4.99%
$100,000 to under $250,000            3.50%                        3.63%
$250,000 to under $500,000            2.75%                        2.83%
$500,000 to under $1,000,000          2.00%                        2.04%
$1,000,000 and over                   0.00%                        0.00%


                        CLASS A SHARE QUANTITY DISCOUNTS
                (IDEX JCC FLEXIBLE INCOME, IDEX AEGON INCOME PLUS
                            & IDEX AEGON TAX EXEMPT)

                               SALES CHARGE AS %              SALES CHARGE AS %
AMOUNT OF PURCHASE             OF OFFERING PRICE              OF AMOUNT INVESTED
- ------------------             -----------------              ------------------
Under $50,000                         4.75%                        4.99%
$50,000 to under $100,000             4.00%                        4.17%
$100,000 to under $250,000            3.50%                        3.63%
$250,000 to under $500,000            2.25%                        2.30%
$500,000 to under $1,000,000          1.25%                        1.27%
$1,000,000 and over                   0.00%                        0.00%



CLASS T SHARE QUANTITY DISCOUNTS

                       CLASS TO SHARE QUANTITY DISCOUNTS
                             (IDEX JCC GROWTH FUND)

                               SALES CHARGE AS %              SALES CHARGE AS %
AMOUNT OF PURCHASE             OF OFFERING PRICE              OF AMOUNT INVESTED
- ------------------             -----------------              ------------------
Under $10,000                         8.50%                         9.29%
$10,000 to under $25,000              7.75%                         8.40%
$25,000 to under $50,000              6.25%                         6.67%
$50,000 to under $75,000              5.75%                         6.10%
$75,000 to under $100,000             5.00%                         5.26%
$100,000 to under $250,000            4.25%                         4.44%
$250,000 to under $500,000            3.00%                         3.09%
$500,000 to under $1,000,000          1.25%                         1.27%
$1,000,000 and over                   0.00%                         0.00%


MINIMUM ACCOUNT BALANCE

The Fund will provide a 60-day notification to you prior to assessing a minimum
account fee, or closing, any account. The following describes the fees assessed
to accounts with low balances:

No fees will be charged on:

o accounts opened within the preceding 24 months
o accounts with an active monthly Automatic Investment Plan ($50 minimum per
  account)
o accounts owned by individuals which, combined, have a balance of
  $10,000 or more


50 IDEX Mutual Funds/ Prospectus 1999

<PAGE>
ACCOUNT BALANCE                           FEE ASSESSMENT
- ---------------                           --------------

If your balance is below $500            $10 fee assessed every 6
due to redemptions                       months, until balance reaches
(Class A, B & T shares)                  $500 for Class A, B & T and
($1,000 for Class C & M shares)          $1,000 for Class C & M shares

If your balance is below $250, due to    Your account will be charged a fee
redemptions                              and be liquidated; any applicable
                                         CDSC will be deducted, and a check
                                         will be mailed


                            WAIVER OF SALES CHARGES

WAIVER OF CLASS A AND T SALES CHARGES


You will not be assessed a redemption charge for Class A and Class T shares
if you sell in the following situations:

o Current or former trustees, directors, officers, full-time employees or sales
  representatives of the Fund, IMI, ISI, any of the sub-advisers or any of their
  affiliates.
o Directors, officers, full-time employees and sales representatives of dealers
  having a sales agreement with ISI.
o Any trust, pension, profit-sharing or other benefit plan for any of the
  foregoing persons.
o "Wrap" accounts for the benefit of clients of certain broker-dealers,
  financial institutions or financial planners, who have entered into
  arrangements with the Fund or ISI.

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

WAIVER OF CLASS B AND CLASS M REDEMPTION CHARGES

You will not be assessed a redemption charge for Class B shares if you
sell in the following situations:

o Following the death of the shareholder.

o Following the total disability of the shareholder (as determined by the Social
  Security Administration-applies only to shares held at the time the disability
  is determined).
o On redemptions made under the Fund's systematic withdrawal plan (may not
  exceed 12% of the account value on the day the systematic withdrawal plan was
  established).
o If you redeem your Class B or Class M shares and reinvest the proceeds in
  the same class of another fund, the sales charge on the first redemption
  is waived.
o On withdrawals from IRS qualified and nonqualified retirement plans,
  individual retirement accounts, tax-sheltered accounts, and deferred
  compensation plans, where such withdrawals are permitted under the terms of
  the plan or account. (This waiver does not include transfer of asset
  redemptions, broker directed accounts or omnibus accounts.)


TELEPHONE TRANSACTIONS


The Fund, InterSecurities, Inc. (ISI) and Idex Investor Services, Inc. (IIS) are
not liable for complying with telephone instructions which are deemed by them to
be genuine. The Fund, ISI and IIS will employ reasonable procedures to make sure
telephone instructions are genuine. In situations where the Fund, ISI or IIS
reasonably believe they were acting on genuine telephone instructions, you bear
the risk of loss. These procedures may include requiring personal
identification, providing written confirmation of transactions, and tape
recording conversations. The Fund has the right to modify the telephone
redemption privilege at any time. Telephone redemption with payment by check is
not allowed within 10 days of a change of registration/ address. Call IDEX
Customer Service (1-888-233-IDEX (4339) ) or see the SAI for details. You may
redeem up to $50,000 worth of shares by phone and get your money by direct
deposit electronically to a pre-authorized bank account. No fee is charged.


WIRE TRANSACTIONS


In most cases, the Fund can send your redemption money via a federal funds bank
wire. The Fund charges a $10 fee for this service, in addition to any fee your
bank may charge. For more details, call IDEX Customer Service (1-888-233-IDEX
(4339) ) or see the SAI.


REINVESTMENT PRIVILEGE


Within a 90 day period after you sell your shares, you have the right to
"reinvest" your money in any fund of the same class. You will not incur a new
sales charge if you use this privilege within the allotted time frame. Any CDSC
you paid on your shares will be credited to your account. You may reinvest the
proceeds of a Class B share sale (less the CDSC) in Class A shares without
paying the up-front sales charge. Send your written request to the Fund along
with your check for your reinvestment privileges.


STATEMENTS AND REPORTS

The Fund will send you a confirmation statement after every transaction that
affects your account balance or registration. If you are enrolled in the
Automatic Investment Plan and invest on a monthly basis, you will receive a
quarterly confirmation. Information about the tax status of income dividends and
capital gains distributions will be mailed to shareholders early each year.

Financial reports for the funds, which include a list of the holdings, will be
mailed twice a year to all shareholders.

A Historical Statement may be ordered for transactions of prior years.

                                           IDEX MUTUAL FUNDS/ PROSPECTUS 1999 51
<PAGE>

SHARE CERTIFICATES

The majority of shareholders prefer their shares to be recorded on
the Fund's books and no certificates issued.


If you would like certificates representing your shares, call or write IDEX
Customer Service (1-888-233-(4339))IDEX to request them. You may return share
certificates to the Fund for re-deposit at any time. If your share certificates
are lost or stolen, notify IDEX Customer Service immediately. There may be a
charge for canceling and replacing lost or stolen share certificates. Remember,
if you ask for a certificate for your shares, you will not be able to redeem or
exchange your shares by telephone. You will have to send your share certificates
to the Fund in order to redeem or exchange your shares. Share certificates can
be issued with the following limitations:


o no certificates issued for fractional shares
o no certificates issued for less than 30 shares, with the exception of sales or
  transfers from other funds that have issued you certificates
o no certificates issued for retirement plan accounts with Investors Fiduciary
  Trust as custodian
o certificates are issued to the owner of the account on file

PERSONAL SECURITIES TRADING

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

/question mark/ DISTRIBUTION AND TAXES


Each of our funds intends to elect and qualify as a regulated investment company
under the Internal Revenue Code. As a regulated investment company, a fund will
not be subject to federal income tax on ordinary income and capital gains, if
any, that it distributes to its shareholders.


TAXES ON DISTRIBUTIONS FROM THE FUNDS

The following summary does not apply to:

o qualified retirement accounts
o tax-exempt investors; or
o exempt-interest distributions from IDEX AEGON Tax Exempt


Fund distributions are taxable to you as ordinary income to the extent they are
attributable to the fund's net investment income, certain net realized foreign
exchange gains, and net short-term capital gains. They are taxable to you as
long-term capital gain (at the federal rate of 20%) to the extent they are
attributable to the fund's excess of net long-term capital gains over net
short-term capital losses. The tax status of any distribution is the same
regardless of how long you have been a shareholder of the Fund and whether you
elect to reinvest distributions or receive cash. Certain distributions paid by
the fund in January may be taxable to shareholders as if they were received on
the prior December 31. The tax status of dividends and distributions for each
calendar year will be detailed in your annual tax statement or tax forms from
the Fund.


DISTRIBUTIONS FROM IDEX AEGON TAX EXEMPT


IDEX AEGON Tax Exempt expects to distribute primarily exempt-interest dividends.
These dividends will be exempt income for federal income tax purposes, whether
reinvested or received in cash. However, dividends from the fund may not be
entirely tax-exempt and any distributions by the fund of net long-term capital
gains will generally be taxable to you as long-term capital gains. Distributions
from the fund may be subject to state and local taxes.


Your annual statements will provide you with information about the
exempt-interest dividends you have

52 IDEX Mutual Funds/ Prospectus 1999
<PAGE>

received. You must disclose this information on your federal tax return. The
statement will also report the amount that relates to private activity bonds
which could be subject to the alternative minimum tax (AMT). If you are subject
to the AMT, please consult your tax advisor regarding the implications of
holding shares in IDEX AEGON Tax Exempt. If you receive Social Security or
railroad retirement benefits, please consult your tax advisor and be aware that
exempt-interest dividends will be considered for the purpose of determining to
what extent your benefits will be taxed. Interest on indebtedness incurred by
you to purchase or carry shares of IDEX AEGON Tax Exempt generally will not be
deductible for federal income tax purposes.

TAXES ON THE SALE OF SHARES


Any sale or exchange or redemption of Fund shares may generate tax liability
(unless you are a tax-exempt investor or your investment is in a qualified
retirement or other tax-advantaged account). You will generally recognize
taxable gain or loss on a sale, exchange or redemption of your shares based upon
the difference between your cost (basis) in the shares and the amount you
receive for them. Any loss recognized on shares held for six months or less will
be treated as long-term capital loss to the extent of any capital gains
dividends that were received with respect to the shares.


If you receive an exempt-interest dividend on shares that are held by you for
six months or less, any loss on the sale or exchange of the shares will be
disallowed to the extent of such dividend amount.

WITHHOLDING TAXES

The Fund will be required to withhold 31% of any reportable income payments made
to a shareholder (which may include dividends, capital gains distributions, and
share redemption proceeds) if the shareholder has not provided an accurate
taxpayer identification number to the Fund in the manner required by IRS
regulations.


NON-RESIDENT ALIEN WITHHOLDING

If you are a non-U.S. investor, your financial professional should determine
whether Fund shares may be sold in your jurisdiction. Shareholders that are not
U.S. persons under the Internal Revenue Code are subject to different tax rules.
Dividends and capital gains distributions may be subject to nonresident alien
withholding.


OTHER TAX INFORMATION

This tax discussion is for general information only. In addition to federal
income taxes, you may be subject to state, local or foreign taxes on payments
received from the Funds. More information is provided in the SAI. You should
also consult your own tax advisor for information regarding all tax consequences
applicable to your investments in the Fund.

PREPARING FOR YEAR 2000


The Fund has in place a Year 2000 Project Plan (the "Plan") to review and
analyze existing hardware and software systems, as well as voice and data
communications systems, to determine if they are Year 2000 compliant. As of the
date of this prospectus, all of the Fund's and the investment adviser's
mission-critical systems are Year 2000 compliant and ready. The Plan is
continuing as scheduled, as we continue with the validation of our
mission-critical and non-mission-critical systems, including revalidation
testing in 1999. In addition, we have undertaken aggressive initiatives to test
all systems that interface with any third parties and other business partners.
All of these steps are aimed at allowing current operations to remain unaffected
by the Year 2000 date change.


As of the date of this prospectus, the Fund and the investment adviser have
identified and made available what they believe are the appropriate resources of
hardware, people, and dollars, including the engagement of outside third
parties, to ensure that the Plan will be completed.


The actions taken by management under the Plan are intended to reduce
significantly the Fund's and the investment adviser's risk of a material
business interruption based on the Year 2000 issues. Resolving the Year 2000
computer problem is complex and multifaceted. We cannot know conclusively
whether a response plan is successful until the Year 2000 arrives (or an earlier
date if the systems or equipment address Year 2000 data prior to the Year 2000).
In spite of our efforts or results, our ability to function unaffected to and
through the Year 2000 may be adversely affected by actions, or failure to act,
of third parties beyond our knowledge or control.


This statement is a Year 2000 Readiness Disclosure pursuant to Section 3(9) of
the Year 2000 Information and Readiness Disclosure Act, 15 U.S.C. Section 1
(1998).

                                          IDEX MUTUAL FUNDS/ PROSPECTUS 1999  53

<PAGE>

DISTRIBUTION ARRANGEMENTS

/question mark//dollar sign/ UNDERWRITING AGREEMENT


The Fund has an Underwriting Agreement with ISI, a registered broker/dealer.
Under this agreement, ISI underwrites and distributes all classes of fund shares
and bears the expenses of offering these shares to the public. The funds pay ISI
fees for its services.


Of the distribution and service fees it receives for Class A and B shares, ISI
reallows, or pays, to brokers or dealers who sold them, 0.25% of the average
daily net assets of those shares. In the case of Class C or M shares, ISI
reallows its entire fee to those sellers.

/dollar sign/ DISTRIBUTION PLANS

DISTRIBUTION OF CLASS A SHARES. ISI receives the sales fees or loads imposed on
these shares (up to 5.50% of the offering price, which includes the sales load)
and reallows a portion of those fees to the sellers of the shares. ISI also
receives fees under a Rule 12b-1 Plan of Distribution. Under its Plan for Class
A shares, the funds may pay ISI a distribution fee of up to 0.35% annually which
includes a service fee of 0.25%. Fees are based on the average daily net assets
of Class A shares. However, if the service fees rise, the distribution fee is
lowered so that the total fees payable don't exceed 0.35% annually.


DISTRIBUTION OF CLASS B SHARES. For these shares, the funds may pay ISI an
annual distribution fee of up to 1.00% which includes an annual service fee of
0.25%. Distribution of Class C Shares. For these shares, the funds may pay ISI
an annual distribution fee of up to 1.00% which includes an annual service fee
of 0.25%.

DISTRIBUTION OF CLASS C SHARES. For these shares, the funds may pay ISI an
annual distribution fee of up to 1.00% which includes an annual service fee of
0.25%.


DISTRIBUTION OF CLASS M SHARES. The fees paid to ISI for these shares may go as
high as the Class B and C shares fees, but the total annual fee may not exceed
0.90% of the average daily net assets of the funds.


CLASS T SHARES (IDEX JCC GROWTH ONLY). This class of shares does not have a
12b-1 Plan of Distribution, and is closed to new shareholders.


THE EFFECT OF RULE 12B-1. Because the funds have a 12b-1 Plan, even though Class
B and C shares don't carry an up-front sales load, the higher distribution and
service fees payable by those shares may, over time, be higher than the total
fees paid by owners of Class A and M shares. For a complete description of the
funds' 12b-1 Plans, see the SAI.

54 IDEX MUTUAL FUNDS/ PROSPECTUS 1999

<PAGE>



                                  [BLANK PAGE]



IDEX MUTUAL FUNDS/ PROSPECTUS 55

<PAGE>

/graph/ FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

                                                     INVESTMENT OPERATIONS                            DISTRIBUTIONS
                                              ---------------------------------------   --------------------------------------------
                                   NET ASSET
                         YEAR OR     VALUE         NET        NET REALIZED              FROM NET      FROM NET
                         PERIOD     BEGINNING   INVESTMENT    & UNREALIZED    TOTAL     INVESTMENT     REALIZED            TOTAL
                          ENDED     OF PERIOD  INCOME (LOSS)   GAIN (LOSS)  OPERATIONS   INCOME      CAPITAL GAINS     DISTRIBUTIONS
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                      <C>       <C>         <C>           <C>            <C>            <C>          <C>              <C>
IDEX ALGER  CLASS A      10/31/98     $18.77      $0.03          $4.02         $4.05       $0.00        ($0.58)           ($0.58)
AGGRESSIVE               10/31/97      15.70       0.05           3.69          3.74        0.00         (0.67)            (0.67)
GROWTH*                  10/31/96(1)   15.75      (0.01)         (0.04)        (0.05)       0.00          0.00              0.00
                          9/30/96(2)   17.68      (0.15)         (0.76)        (0.91)       0.00         (1.02)            (1.02)
                          9/30/95(3)   10.00      (0.14)          7.82          7.68        0.00          0.00              0.00
            ----------------------------------------------------------------------------------------------------------------------
            CLASS B      10/31/98      18.58      (0.09)          4.02          3.93        0.00         (0.58)            (0.58)
                         10/31/97      15.58      (0.02)          3.69          3.67        0.00         (0.67)            (0.67)
                         10/31/96(1)   15.63      (0.01)         (0.04)        (0.05)       0.00          0.00              0.00
                          9/30/96(2)   17.64      (0.23)         (0.76)        (0.99)       0.00         (1.02)            (1.02)
            ----------------------------------------------------------------------------------------------------------------------
            CLASS M(11)  10/31/98      18.61      (0.07)          4.02          3.95        0.00         (0.58)            (0.58)
                         10/31/97      15.60      (0.01)          3.69          3.68        0.00         (0.67)            (0.67)
                         10/31/96(1)   15.65      (0.01)         (0.04)        (0.05)       0.00          0.00              0.00
                          9/30/96(2)   17.64      (0.21)         (0.76)        (0.97)       0.00         (1.02)            (1.02)
                          9/30/95(3)   10.00      (0.18)          7.82          7.64        0.00          0.00              0.00
- ----------------------------------------------------------------------------------------------------------------------------------
IDEX GE/
SCOTTISH    CLASS A      10/31/98(2)   10.57       0.07           0.20          0.27       (0.07)         0.00             (0.07)
EQUITABLE                10/31/97(4)   10.00       0.07           0.50          0.57        0.00          0.00              0.00
INTERNATIONAL
            ----------------------------------------------------------------------------------------------------------------------
            CLASS B      10/31/98(2)   10.52       0.00           0.20          0.20       (0.01)         0.00             (0.01)
                         10/31/97(4)   10.00       0.02           0.50          0.52        0.00          0.00              0.00
            ----------------------------------------------------------------------------------------------------------------------
            CLASS M(11)  10/31/98(2)   10.53       0.01           0.20          0.21       (0.02)         0.00             (0.02)
                         10/31/97(4)   10.00       0.03           0.50          0.53        0.00          0.00              0.00
- ----------------------------------------------------------------------------------------------------------------------------------
IDEX JCC    CLASS A      10/31/98      15.90       0.01           1.51          1.52        0.00         (0.45)            (0.45)
CAPITAL                  10/31/97      15.49       0.04           0.58          0.62        0.00         (0.21)            (0.21)
APPRECIATION*            10/31/96(1)   15.75      (0.02)         (0.24)        (0.26)       0.00          0.00              0.00
                          9/30/96(2)   13.54      (0.02)          3.12          3.10       (0.07)        (0.82)            (0.89)
                          9/30/95(3)   10.00      (0.03)          3.57          3.54        0.00          0.00              0.00
            ----------------------------------------------------------------------------------------------------------------------
            CLASS B      10/31/98      15.74      (0.08)          1.51          1.43        0.00         (0.45)            (0.45)
                         10/31/97      15.42      (0.05)          0.58          0.53        0.00         (0.21)            (0.21)
                         10/31/96(1)   15.69      (0.03)         (0.24)        (0.27)       0.00          0.00              0.00
                          9/30/96      13.49      (0.10)          3.12          3.02        0.00         (0.82)            (0.82)
            ----------------------------------------------------------------------------------------------------------------------
            CLASS M(11)  10/31/98      15.77      (0.07)          1.51          1.44        0.00         (0.45)            (0.45)
                         10/31/97      15.43      (0.03)          0.58          0.55        0.00         (0.21)            (0.21)
                         10/31/96(1)   15.70      (0.03)         (0.24)        (0.27)       0.00          0.00              0.00
                          9/30/96(2)   13.49      (0.08)          3.12          3.04       (0.01)        (0.82)            (0.83)
                          9/30/95(3)   10.00      (0.08)          3.57          3.49        0.00          0.00              0.00
- ----------------------------------------------------------------------------------------------------------------------------------
IDEX JCC    CLASS A      10/31/98(2)   23.74       0.08           2.34          2.42        0.00        (2.07)            (2.07)
GLOBAL*                  10/31/97      21.39       0.07           4.38          4.45        0.00        (2.10)            (2.10)
                         10/31/96(1)   21.40      (0.02)          0.01         (0.01)       0.00         0.00              0.00
                          9/30/96      17.73      (0.09)          4.38          4.29        0.00        (0.62)            (0.62)
                          9/30/95      15.93      (0.06)          2.42          2.36        0.00        (0.56)            (0.56)
            CLASS B      10/31/98(2)   23.38      (0.03)          2.34          2.31        0.00        (2.07)            (2.07)
                         10/31/97      21.13      (0.03)          4.38          4.35        0.00        (2.10)            (2.10)
                         10/31/96(1)   21.14      (0.02)          0.01         (0.01)       0.00         0.00              0.00
                          9/30/96      17.57      (0.19)          4.38          4.19        0.00        (0.62)            (0.62)
            CLASS M(11)  10/31/98(2)   23.30      (0.01)          2.34          2.33        0.00        (2.07)            (2.07)
                         10/31/97      21.03      (0.01)          4.38          4.37        0.00        (2.10)            (2.10)
                         10/31/96(1)   21.04      (0.02)          0.01         (0.01)       0.00         0.00              0.00
                          9/30/96      17.46      (0.18)          4.38          4.20        0.00        (0.62)            (0.62)
                          9/30/95      15.74      (0.14)          2.42          2.28        0.00        (0.56)            (0.56)
</TABLE>


                            *PLEASE SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 64

56 IDEX MUTUAL FUNDS/ PROSPECTUS 1999

<PAGE>

<TABLE>
<CAPTION>
                                                      RATIO OF EXPENSES TO AVERAGE NET ASSETS(8)(9)   NET INVESTMENT
                     NET ASSET           NET ASSETS   ---------------------------------------------    INCOME (LOSS)       PORTFOLIO
                   VALUE AT END   TOTAL  AT END OF       EXCLUDING                   INCLUDING          TO AVERAGE         TURNOVER
                     OF PERIOD   RETURN  PERIOD (000'S)  CREDITS        GROSS        CREDITS            NET ASSETS(9)       RATE(10)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>       <C>       <C>             <C>          <C>            <C>                 <C>              <C>
IDEX ALGER  CLASS A     $22.24    22.48%    $46,413         1.85%        2.18%          1.85%               (1.11)%          142.08%
AGGRESSIVE               18.77    24.71      31,260         1.85         2.44           1.85                (1.07)           120.96
GROWTH*                  15.70   (0.32)      21,938         1.85         2.62           1.85                (1.06)             9.40
                         15.75   (4.91)      22,078         1.85         2.60           1.85                (1.15)           127.49
                         17.68   76.80       16,747         2.85         3.35           2.85                (2.39)            88.28
            ------------------------------------------------------------------------------------------------------------------------
            CLASS B      21.93   22.04       10,564         2.50         2.83           2.50                (1.76)           142.08
                         18.58   24.47        4,880         2.50         3.09           2.50                (1.71)           120.96
                         15.58   (0.32)       1,992         2.50         3.27           2.50                (1.71)             9.40
                         15.63   (5.33)       1,800         2.50         3.25           2.50                (1.80)           127.49
            ------------------------------------------------------------------------------------------------------------------------
            CLASS M(11)  21.98   22.11        5,573         2.40         2.73           2.40                (1.66)           142.08
                         18.61   24.50        3,468         2.40         2.99           2.40                (1.62)           120.96
                         15.60   (0.32)       2,129         2.40         3.17           2.40                (1.62)             9.40
                         15.65   (5.22)       2,250         2.40         3.15           2.40                (1.70)           127.49
                         17.64   76.40        1,736         3.40         3.91           3.40                (2.94)            88.28
            -----------------------------------------------------------------------------------------------------------------------
IDEX GE/    CLASS A      10.77    2.58        4,981         2.03         4.22           2.03                (0.21)            50.01
EQUITABLE                10.57    5.70        3,076         1.70         8.93           1.70                 0.19             21.85
INTERNATIONAL
EQUITY*     -----------------------------------------------------------------------------------------------------------------------
            CLASS B      10.71    1.89        1,198         2.68         4.87           2.68                (0.86)            50.01
                         10.52    5.20          589         2.35         9.58           2.35                (0.45)            21.85
            -----------------------------------------------------------------------------------------------------------------------
            CLASS M(11)  10.72    1.99          397         2.58         4.77           2.58                (0.76)            50.01
                         10.53    5.30          399         2.25         9.48           2.25                (0.35)            21.85
- -----------------------------------------------------------------------------------------------------------------------------------
IDEX JCC    CLASS A      16.97    9.87       23,798         1.85         2.24           1.85                (1.37)           136.59
CAPITAL                  15.90    4.09       20,605         1.85         2.66           1.85                (1.27)           130.48
APPRECIATION*            15.49   (1.59)      19,350         1.85         2.48           1.85                (1.41)            10.11
                         15.75   24.35       18,713         1.85         2.72           1.85                (0.35)           160.72
                         13.54   35.40        6,241         2.90         4.17           2.85                 0.75            262.97
            -----------------------------------------------------------------------------------------------------------------------
            CLASS B      16.72    9.35        3,734         2.50         2.89           2.50                (2.02)           136.59
                         15.74    3.56        2,866         2.50         3.31           2.50                (1.92)           130.48
                         15.42   (1.66)       2,132         2.50         3.13           2.50                (2.06)            10.11
                         15.69   23.63        2,022         2.50         3.37           2.50                (1.00)           160.72
            -----------------------------------------------------------------------------------------------------------------------
            CLASS M(11)  16.76    9.43        1,382         2.40         2.79           2.40                (1.92)           136.59
                         15.77    3.64        1,751         2.40         3.21           2.40                (1.82)           130.48
                         15.43   (1.66)       2,243         2.40         3.03           2.40                (1.96)            10.11
                         15.70   23.81        2,369         2.40         3.27           2.40                (0.90)           160.72
                         13.49   34.90        2,565         3.45         4.72           3.40                 0.20            262.97
- -----------------------------------------------------------------------------------------------------------------------------------
IDEX JCC    CLASS A      24.09   11.30      296,450         1.82         0.00           1.82                (0.45)            87.68
GLOBAL*                  23.74   22.72      218,681         1.91         0.00           1.91                (0.50)            91.02
                         21.39   (0.05)     135,837         2.08         0.00           2.07                (1.15)             2.59
                         21.40   25.04      131,347         2.09         0.00           2.06                (0.67)            97.94
                         17.73   15.47       89,397         2.10         0.00           1.97                (0.43)           161.48
            -----------------------------------------------------------------------------------------------------------------------
            CLASS B      23.62   10.93      110,630         2.47         0.00           2.47                (1.10)            87.68
                         23.38   22.53       43,951         2.56         0.00           2.56                (1.15)            91.02
                         21.13   (0.05)       5,966         2.73         0.00           2.72                (1.80)             2.59
                         21.14   24.70        5,000         2.74         0.00           2.71                (1.32)            97.94
            -----------------------------------------------------------------------------------------------------------------------
            CLASS M(11)  23.56   11.08       63,552         2.37         0.00           2.37                (1.00)            87.68
                         23.30   22.72       27,210         2.46         0.00           2.46                (1.05)            91.02
                         21.03   (0.05)       8,624         2.63         0.00           2.62                (1.70)             2.59
                         21.04   24.91        8,081         2.64         0.00           2.61                (1.22)            97.94
                         17.46   15.14        3,567         2.65         0.00           2.52                (0.98)           161.48

</TABLE>

THE FINANCIAL HIGHLIGHTS TABLE IS INTENDED TO HELP YOU TO UNDERSTAND EACH FUND'S
PERFORMANCE FOR AS LONG AS IT HAS BEEN OPERATING, OR FOR FIVE YEARS, WHICHEVER
IS SHORTER. CERTAIN INFORMATION REFLECTS FINANCIAL RESULTS FOR A SINGLE FUND
SHARE. THE TOTAL RETURNS IN THE TABLE REPRESENT THE RATE AN INVESTOR WOULD HAVE
EARNED (OR LOST) ON AN INVESTMENT IN THE FUND FOR THE PERIOD SHOWN, ASSUMING
REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. THIS INFORMATION HAS BEEN
AUDITED BY PRICEWATERHOUSECOOPERS LLP, WHOSE REPORT, ALONG WITH THE FUND'S
FINANCIAL STATEMENTS, IS INCLUDED IN THE ANNUAL REPORT, WHICH IS AVAILABLE TO
YOU UPON REQUEST.


                            *PLEASE SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 64

                                          57  IDEX MUTUAL FUNDS/ PROSPECTUS 1999

<PAGE>

<TABLE>
<CAPTION>

                                                     INVESTMENT OPERATIONS                            DISTRIBUTIONS
                                              ---------------------------------------   --------------------------------------------
                                   NET ASSET
                         YEAR OR     VALUE         NET        NET REALIZED              FROM NET      FROM NET
                         PERIOD     BEGINNING   INVESTMENT    & UNREALIZED    TOTAL     INVESTMENT     REALIZED            TOTAL
                          ENDED     OF PERIOD  INCOME (LOSS)   GAIN (LOSS)  OPERATIONS   INCOME      CAPITAL GAINS     DISTRIBUTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>         <C>          <C>         <C>         <C>           <C>                <C>
IDEX JCC    CLASS A     10/31/98       $25.04      ($0.02)         $7.64       $7.62      $0.00         ($3.31)            ($3.31)
GROWTH*                 10/31/97        21.97       (0.02)          3.56        3.54       0.00          (0.47)             (0.47)
                        10/31/96(1)     22.21        0.00          (0.24)      (0.24)      0.00           0.00               0.00
                         9/30/96        22.84       (0.11)          4.66        4.55       0.00          (5.18)             (5.18)
                         9/30/95        16.78       (0.05)          6.18        6.13       0.00          (0.07)             (0.07)
            ------------------------------------------------------------------------------------------------------------------------
            CLASS B     10/31/98        24.55       (0.25)          7.64        7.39       0.00          (3.31)             (3.31)
                        10/31/97        21.60       (0.14)          3.56        3.42       0.00          (0.47)             (0.47)
                        10/31/96(1)     21.85       (0.01)         (0.24)      (0.25)      0.00           0.00               0.00
                         9/30/96        22.64       (0.27)          4.66        4.39       0.00          (5.18)             (5.18)
            ------------------------------------------------------------------------------------------------------------------------
            CLASS M(11) 10/31/98        24.62       (0.21)          7.64        7.43       0.00          (3.31)             (3.31)
                        10/31/97        21.65       (0.12)          3.56        3.44       0.00          (0.47)             (0.47)
                        10/31/96(1)     21.91       (0.02)         (0.24)      (0.26)      0.00           0.00               0.00
                         9/30/96        22.64       (0.21)          4.66        4.45       0.00          (5.18)             (5.18)
                         9/30/95        16.68       (0.15)          6.18        6.03       0.00          (0.07)             (0.07)
            ------------------------------------------------------------------------------------------------------------------------
            CLASS T     10/31/98(2)     25.31        0.13           7.64        7.77      (0.03)         (3.31)             (3.34)
                        10/31/97        22.17        0.05           3.56        3.61       0.00          (0.47)             (0.47)
                        10/31/96(3)     22.41        0.00          (0.24)      (0.24)      0.00           0.00               0.00
                         9/30/96(5)     22.23        0.00           0.18        0.18       0.00           0.00               0.00
- ------------------------------------------------------------------------------------------------------------------------------------
IDEX        CLASS A     10/31/98        12.90        0.03          (1.84)      (1.81)      0.00          (0.95)             (0.95)
C.A.S.E.*               10/31/97(2)     10.56       (0.01)          2.86        2.85      (0.51)          0.00              (0.51)
GROWTH                  10/31/96(1)     10.46       (0.07)          0.17        0.10       0.00           0.00               0.00
                         9/30/96(6)     10.00        0.61          (0.15)       0.46       0.00           0.00               0.00
            ------------------------------------------------------------------------------------------------------------------------
            CLASS B     10/31/98        12.85       (0.04)         (1.84)      (1.88)      0.00          (0.95)             (0.95)
                        10/31/97(2)     10.51       (0.07)          2.86        2.79      (0.45)          0.00              (0.45)
                        10/31/96(1)     10.41       (0.07)          0.17        0.10       0.00           0.00               0.00
                         9/30/96(6)     10.00        0.56          (0.15)       0.41       0.00           0.00               0.00
            ------------------------------------------------------------------------------------------------------------------------
            CLASS M(11) 10/31/98        12.86       (0.03)         (1.84)      (1.87)      0.00          (0.95)             (0.95)
                        10/31/97(2)     10.52       (0.06)          2.86        2.80      (0.46)          0.00              (0.46)
                        10/31/96(1)     10.42       (0.07)          0.17        0.10       0.00           0.00               0.00
                         9/30/96(6)     10.00        0.57          (0.15)       0.42       0.00           0.00               0.00
- ------------------------------------------------------------------------------------------------------------------------------------
IDEX NWQ    CLASS A     10/31/98        11.71        0.03          (0.61)      (0.58)      0.00          (0.04)             (0.04)
VALUE EQUITY*           10/31/97(4)     10.00        0.02           1.69        1.71       0.00           0.00               0.00
            ------------------------------------------------------------------------------------------------------------------------
            CLASS B     10/31/98        11.67       (0.04)         (0.61)      (0.65)      0.00          (0.04)             (0.04)
                        10/31/97(4)     10.00       (0.02)          1.69        1.67       0.00           0.00               0.00
            -----------------------------------------------------------------------------------------------------------------------
            CLASS M(11) 10/31/98        11.67       (0.02)         (0.61)      (0.63)      0.00          (0.04)             (0.04)
                        10/31/97(4)     10.00       (0.02)          1.69        1.67       0.00           0.00               0.00
- ------------------------------------------------------------------------------------------------------------------------------------
IDEX LKCM   CLASS A     10/31/98        15.91        0.21           0.94        1.15      (0.21)         (0.67)             (0.88)
STRATEGIC               10/31/97        13.43        0.20           2.79        2.99      (0.19)         (0.32)             (0.51)
TOTAL RETURN*           10/31/96(1)     13.27        0.01           0.15        0.16       0.00           0.00               0.00
                         9/30/96        11.74        0.20           1.65        1.85      (0.17)         (0.15)             (0.32)
                         9/30/95(3)     10.00        0.09           1.75        1.84      (0.10)          0.00              (0.10)
            ------------------------------------------------------------------------------------------------------------------------
            CLASS B     10/31/98        15.89        0.11           0.94        1.05      (0.10)         (0.67)             (0.77)
                        10/31/97        13.42        0.10           2.79        2.89      (0.10)         (0.32)             (0.42)
                        10/31/96(1)     13.27        0.00           0.15        0.15       0.00           0.00               0.00
                         9/30/96        11.73        0.13           1.65        1.78      (0.09)         (0.15)             (0.24)
            ------------------------------------------------------------------------------------------------------------------------
           CLASS M(11)  10/31/98        15.90        0.12           0.94        1.06      (0.12)         (0.67)             (0.79)
                        10/31/97        13.42        0.12           2.79        2.91      (0.11)         (0.32)             (0.43)
                        10/31/96(1)     13.27        0.00           0.15        0.15       0.00           0.00               0.00
                         9/30/96        11.73        0.15           1.65        1.80      (0.11)         (0.15)             (0.26)
                         9/30/95(3)     10.00        0.03           1.75        1.78      (0.05)          0.00              (0.05)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



              *PLEASE SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 64


58 IDEX MUTUAL FUNDS/ PROSPECTUS 1999
<PAGE>

<TABLE>
<CAPTION>


                                                      RATIO OF EXPENSES TO AVERAGE NET ASSETS(8)(9)   NET INVESTMENT
                     NET ASSET            NET ASSETS  ---------------------------------------------    INCOME (LOSS)       PORTFOLIO
                   VALUE AT END   TOTAL   AT END OF      EXCLUDING                   INCLUDING          TO AVERAGE         TURNOVER
                     OF PERIOD   RETURN  PERIOD (000'S)  CREDITS        GROSS         CREDITS           NET ASSETS(9)       RATE(10)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>         <C>      <C>             <C>           <C>          <C>               <C>                 <C>
IDEX JCC    CLASS A    $29.35     35.21%    $817,749        1.51%        0.00%         1.51%              (0.55)%            27.19%
GROWTH*                 25.04     16.40      614,544        1.61         0.00          1.61               (0.10)             91.52
                        21.97     (1.09)     565,032        1.68         0.00          1.68               (0.13)              9.40
                        22.21     22.41      567,564        1.83         0.00          1.82               (0.22)             57.80
                        22.84     36.70      485,935        1.86         0.00          1.84               (0.26)            123.26
            ------------------------------------------------------------------------------------------------------------------------
            CLASS B     28.63     34.96       40,809        2.16         0.00          2.16               (1.20)             27.19
                        24.55     16.11       13,046        2.26         0.00          2.26               (0.75)             91.52
                        21.60     (1.14)       5,242        2.32         0.00          2.32               (0.78)              9.40
                        21.85     21.87        4,536        2.46         0.00          2.45               (0.86)             57.80
            ------------------------------------------------------------------------------------------------------------------------
            CLASS M(11) 28.74     35.00       58,265        2.06         0.00          2.06               (1.10)             27.19
                        24.62     16.19       14,295        2.16         0.00          2.16               (0.65)             91.52
                        21.65     (1.19)      11,016        2.23         0.00          2.23               (0.68)              9.40
                        21.91     22.15       11,167        2.34         0.00          2.33               (0.77)             57.80
                        22.64     36.32        5,593        2.41         0.00          2.38               (0.81)            123.26
            ------------------------------------------------------------------------------------------------------------------------
            CLASS T     29.74     35.53      755,770        1.16         0.00          1.16               (0.20)             27.19
                        25.31     16.54      603,129        1.26         0.00          1.26                0.25              91.52
                        22.17     (1.03)     573,884        1.33         0.00          1.33               (0.20)              9.40
                        22.41      0.81      585,505        1.18         0.00          1.17                0.36              57.80
- ------------------------------------------------------------------------------------------------------------------------------------
IDEX        CLASS A     10.14    (14.83)       4,284        1.85         2.44          1.85               (0.73)            147.01
C.A.S.E.*               12.90     28.31        3,920        1.85         4.62          1.85               (0.34)            183.06
GROWTH                  10.56      0.96        1,675        1.85         6.79          1.84                0.27              20.69
                        10.46      4.60        1,455        2.85         5.89          2.85               10.00             654.49
            ------------------------------------------------------------------------------------------------------------------------
            CLASS B     10.02    (15.40)       2,460        2.50         3.09          2.50               (1.38)            147.01
                        12.85     27.62        2,436        2.50         5.27          2.50               (0.99)            183.06
                        10.51      0.96        1,159        2.50         7.44          2.49                0.38              20.69
                        10.41      4.10        1,100        3.50         6.54          3.50                9.35             654.49
            ------------------------------------------------------------------------------------------------------------------------
            CLASS M(11) 10.04    (15.31)         879        2.40         2.99          2.40               (1.28)            147.01
                        12.86     27.73        2,028        2.40         5.17          2.40               (0.89)            183.06
                        10.52      0.96          687        2.40         7.34          2.39                0.28              20.69
                        10.42      4.20          613        3.40         6.44          3.40                9.45             654.49
- ------------------------------------------------------------------------------------------------------------------------------------
IDEX NWQ    CLASS A     11.09     (4.96)       8,035        1.85         2.51          1.85                0.00              30.43
VALUE EQUITY*           11.71     17.14        5,305        1.50         4.05          1.50                0.38               6.40
           -------------------------------------------------------------------------------------------------------------------------
            CLASS B     10.98     (5.55)       5,020        2.50         3.16          2.50               (0.65)             30.43
                        11.67     16.65        2,850        2.15         4.70          2.15               (0.28)              6.40
            ------------------------------------------------------------------------------------------------------------------------
            CLASS M(11) 11.00     (5.46)       2,013        2.40         3.06          2.40               (0.55)             30.43
                        11.67     16.73        1,607        2.05         4.60          2.05               (0.18)              6.40
- ------------------------------------------------------------------------------------------------------------------------------------
IDEX LKCM   CLASS A     16.18      7.43       32,055        1.85         1.92          1.85                1.30              32.12
STRATEGIC               15.91     22.80       21,629        1.85         2.28          1.85                1.41              51.44
TOTAL                   13.43      1.20       11,744        1.85         2.76          1.82                1.47               5.50
RETURN*                 13.27     16.00       11,314        1.85         2.79          1.79                1.67              40.58
                        11.74     18.43        5,167        2.99         4.57          2.85                0.85              34.67
            ------------------------------------------------------------------------------------------------------------------------
            CLASS B     16.17      6.74        9,789        2.50         2.57          2.50                0.65              32.12
                        15.89     22.03        4,698        2.50         2.93          2.50                0.76              51.44
                        13.42      1.13        1,684        2.50         3.40          2.47                0.82               5.50
                        13.27     15.38        1,537        2.50         3.44          2.44                1.02              40.58
            ------------------------------------------------------------------------------------------------------------------------
            CLASS M(11) 16.17      6.85        6,977        2.40         2.47          2.40                0.75              32.12
                        15.90     22.15        4,332        2.40         2.83          2.40                0.86              51.44
                        13.42      1.13        1,792        2.40         3.30          2.37                0.92               5.50
                        13.27     15.49        1,728        2.40         3.34          2.34                1.12              40.58
                        11.73     17.95          281        3.54         5.12          3.40                0.30              34.67
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



              *PLEASE SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 64


                                           IDEX Mutual Funds/ Prospectus 1999 59

<PAGE>

<TABLE>
<CAPTION>

                                                     INVESTMENT OPERATIONS                            DISTRIBUTIONS
                                              ---------------------------------------   --------------------------------------------
                                   NET ASSET
                         YEAR OR     VALUE         NET        NET REALIZED              FROM NET      FROM NET
                         PERIOD     BEGINNING   INVESTMENT    & UNREALIZED    TOTAL     INVESTMENT     REALIZED            TOTAL
                          ENDED     OF PERIOD  INCOME (LOSS)   GAIN (LOSS)  OPERATIONS   INCOME      CAPITAL GAINS     DISTRIBUTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>         <C>          <C>         <C>         <C>           <C>                <C>
IDEX DEAN   CLASS A     10/31/98       $13.19       $0.22          $0.67       $0.89      $(0.21)       $(0.73)            $(0.94)
ASSET                   10/31/97        11.19        0.19           2.02        2.21       (0.17)        (0.04)             (0.21)
ALLOCATION*             10/31/96(1)     11.03        0.02           0.14        0.16        0.00          0.00               0.00
                         9/30/96        10.00        0.08           1.03        1.11       (0.08)         0.00              (0.08)
            ------------------------------------------------------------------------------------------------------------------------
            CLASS B     10/31/98        13.18        0.14           0.67        0.81       (0.13)        (0.73)             (0.86)
                        10/31/97        11.18        0.11           2.02        2.13       (0.09)        (0.04)             (0.13)
                        10/31/96(1)     11.02        0.02           0.14        0.16        0.00          0.00               0.00
            ------------------------------------------------------------------------------------------------------------------------
            CLASS M(11) 10/31/98        13.18        0.15           0.67        0.82       (0.14)        (0.73)             (0.87)
                        10/31/97        11.18        0.12           2.02        2.14       (0.10)        (0.04)             (0.14)
                        10/31/96(1)     11.03        0.01           0.14        0.15        0.00          0.00               0.00
                         9/30/96        10.00        0.02           1.03        1.05       (0.02)         0.00              (0.02)
- ------------------------------------------------------------------------------------------------------------------------------------
IDEX JCC    CLASS A 10/31/98            14.34        0.15           1.76        1.91       (0.15)        (1.35)             (1.50)
BALANCED*               10/31/97        13.58        0.19           2.52        2.71       (0.20)        (1.75)             (1.95)
                        10/31/96(1)     13.47        0.01           0.10        0.11        0.00          0.00               0.00
                         9/30/96        11.47        0.24           2.25        2.49       (0.21)        (0.28)             (0.49)
                         9/30/95(3)     10.00        0.05           1.47        1.52       (0.05)         0.00              (0.05)
            ------------------------------------------------------------------------------------------------------------------------
            CLASS B     10/31/98        14.33        0.06           1.76        1.82       (0.06)        (1.35)             (1.41)
                        10/31/97        13.56        0.12           2.52        2.64       (0.12)        (1.75)             (1.87)
                        10/31/96(3)     13.46        0.00           0.10        0.10        0.00          0.00               0.00
                         9/30/96        11.47        0.15           2.25        2.40       (0.13)        (0.28)             (0.41)
            ------------------------------------------------------------------------------------------------------------------------
            CLASS M(11) 10/31/98        14.33        0.07           1.76        1.83       (0.07)        (1.35)             (1.42)
                        10/31/97        13.57        0.12           2.52        2.64       (0.13)        (1.75)             (1.88)
                        10/31/96(1)     13.46        0.01           0.10        0.11        0.00          0.00               0.00
                         9/30/96        11.47        0.16           2.25        2.41       (0.14)        (0.28)             (0.42)
                         9/30/95(3)     10.00        0.01           1.47        1.48       (0.01)         0.00              (0.01)
- ------------------------------------------------------------------------------------------------------------------------------------
IDEX JCC    CLASS A     10/31/98         9.75        0.61           0.10        0.71       (0.62)         0.00              (0.62)
FLEXIBLE                10/31/97         9.33        0.61           0.42        1.03       (0.61)         0.00              (0.61)
INCOME*                 10/31/96(1)      9.19        0.05           0.14        0.19       (0.05)         0.00              (0.05)
                         9/30/96         9.17        0.60           0.00        0.60       (0.58)         0.00              (0.58)
                         9/30/95         8.83        0.61           0.37        0.98       (0.64)         0.00              (0.64)
            ------------------------------------------------------------------------------------------------------------------------
            CLASS B     10/31/98         9.75        0.54           0.10        0.64       (0.56)         0.00              (0.56)
                        10/31/97         9.32        0.56           0.42        0.98       (0.55)         0.00              (0.55)
                        10/31/96(1)      9.18        0.05           0.14        0.19       (0.05)         0.00              (0.05)
                         9/30/96         9.17        0.53           0.00        0.53       (0.52)         0.00              (0.52)
            ------------------------------------------------------------------------------------------------------------------------
            CLASS M(11) 10/31/98         9.75        0.56           0.10        0.66       (0.57)         0.00              (0.57)
                        10/31/97         9.32        0.57           0.42        0.99       (0.56)         0.00              (0.56)
                        10/31/96(1)      9.18        0.05           0.14        0.19       (0.05)         0.00              (0.05)
                         9/30/96         9.17        0.54           0.00        0.54       (0.53)         0.00              (0.53)
                         9/30/95         8.83        0.56           0.37        0.93       (0.59)         0.00              (0.59)
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>



              *PLEASE SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 64


60 IDEX MUTUAL FUNDS/ PROSPECTUS 1999
<PAGE>

<TABLE>
<CAPTION>


                                                      RATIO OF EXPENSES TO AVERAGE NET ASSETS(8)(9)   NET INVESTMENT
                     NET ASSET            NET ASSETS  ---------------------------------------------    INCOME (LOSS)       PORTFOLIO
                   VALUE AT END   TOTAL   AT END OF      EXCLUDING                   INCLUDING          TO AVERAGE         TURNOVER
                     OF PERIOD   RETURN  PERIOD (000'S)  CREDITS        GROSS         CREDITS           NET ASSETS(9)       RATE(10)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>         <C>      <C>             <C>           <C>          <C>               <C>                 <C>
IDEX DEAN   CLASS A    $13.14     7.25%       $15,747       1.85%        1.87%          1.85%                1.82%            55.45%
ASSET                   13.19    19.84         12,291       1.85         2.30           1.85                 1.57             71.63
ALLOCATION*             11.19     1.45          8,396       1.85         2.65           1.85                 1.26              2.38
                        11.03    11.07          7,401       2.85         3.20           2.85                 0.72             56.22
            ------------------------------------------------------------------------------------------------------------------------
            CLASS B     13.13     6.56         14,679       2.50         2.52           2.50                 1.17             55.45
                        13.18    19.08          9,747       2.50         2.95           2.50                 0.92             71.63
                        11.18     1.45          5,013       2.50         3.30           2.50                 0.61              2.38
            ------------------------------------------------------------------------------------------------------------------------
            CLASS M(11) 13.13     6.67          7,342       2.40         2.42           2.40                 1.27             55.45
                        13.18    19.20          5,088       2.40         2.85           2.40                 1.02             71.63
                        11.18     1.36          4,758       2.40         3.20           2.40                 0.71              2.38
                        11.03    10.50          4,641       3.40         3.75           3.40                 0.17             56.22
- ------------------------------------------------------------------------------------------------------------------------------------
IDEX JCC    CLASS A     14.75    14.69         22,995       1.85         2.04           1.85                 1.12             61.50
                        14.34    22.96         13,414       1.85         2.88           1.85                 1.29            127.08
                        13.58     0.81          8,402       1.85         3.44           1.85                 1.84              9.08
                        13.47    22.12          8,056       1.85         3.11           1.85                 1.87            175.78
                        11.47    15.27          3,670       2.92         4.48           2.85                 0.56             82.48
            ------------------------------------------------------------------------------------------------------------------------
            CLASS B     14.74    13.97         11,916       2.50         2.69           2.50                 0.47             61.50
                        14.33    22.19          2,583       2.50         3.53           2.50                 0.64            127.08
                        13.56     0.74            878       2.50         4.09           2.50                 1.18              9.08
                        13.46    21.38            687       2.50         3.76           2.50                 1.22            175.78
            ------------------------------------------------------------------------------------------------------------------------
            CLASS M(11) 14.74    14.08          4,897       2.40         2.59           2.40                 0.57             61.50
                        14.33    22.31          1,561       2.40         3.43           2.40                 0.74            127.08
                        13.57     0.81            967       2.40         3.99           2.40                 1.28              9.08
                        13.46    21.49            943       2.40         3.66           2.40                 1.32            175.78
                        11.47    14.77          3,365       3.47         5.03           3.40                 0.01             82.48
- ------------------------------------------------------------------------------------------------------------------------------------
IDEX JCC    CLASS A      9.84     7.43         14,970       1.83         0.00           1.83                 6.22             90.63
FLEXIBLE                 9.75    11.53         15,532       1.85         2.40           1.85                 6.41            135.53
INCOME*                  9.33     2.08         17,001       1.85         2.98           1.85                 6.15             16.16
                         9.19     6.73         17,065       1.85         2.07           1.85                 6.46            135.38
                         9.17    11.57         19,786       1.87         1.94           1.85                 7.03            149.58
            ------------------------------------------------------------------------------------------------------------------------
            CLASS B      9.83     6.74          2,387       2.48         0.00           2.48                 5.57             90.63
                         9.75    10.79            746       2.50         3.05           2.50                 5.76            135.53
                         9.32     2.04            522       2.50         3.63           2.50                 5.50             16.16
                         9.18     5.94            494       2.50         2.72           2.50                 5.81            135.38
            ------------------------------------------------------------------------------------------------------------------------
            CLASS M(11)  9.84     6.84          2,207       2.38         0.00           2.38                 5.67             90.63
                         9.75    10.91            928       2.40         2.95           2.40                 5.86            135.53
                         9.32     2.04            846       2.40         3.53           2.40                 5.60             16.16
                         9.18     6.03            883       2.40         2.62           2.40                 5.91            135.38
                         9.17    10.95            558       2.42         2.49           2.40                 6.48            149.58
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



              *PLEASE SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 64


                                           IDEX MUTUAL FUNDS/ PROSPECTUS 1999 61

<PAGE>

<TABLE>
<CAPTION>

                                                     INVESTMENT OPERATIONS                            DISTRIBUTIONS
                                              ---------------------------------------   --------------------------------------------
                                   NET ASSET
                         YEAR OR     VALUE         NET        NET REALIZED              FROM NET      FROM NET
                         PERIOD     BEGINNING   INVESTMENT    & UNREALIZED    TOTAL     INVESTMENT     REALIZED            TOTAL
                          ENDED     OF PERIOD  INCOME (LOSS)   GAIN (LOSS)  OPERATIONS   INCOME      CAPITAL GAINS     DISTRIBUTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>         <C>         <C>          <C>           <C>           <C>           <C>                <C>
IDEX AEGON  CLASS A     10/31/98     $10.96       $0.69        $(0.30)     $0.39          $(0.70)        $(0.22)            $(0.92)
INCOME PLUS*            10/31/97      10.61        0.76          0.44       1.20           (0.75)         (0.10)             (0.85)
                        10/31/96(1)   10.41        0.04          0.22       0.26           (0.06)          0.00              (0.06)
                         9/30/96      10.36        0.72          0.04       0.76           (0.71)          0.00              (0.71)
                         9/30/95       9.75        0.75          0.71       1.46           (0.75)         (0.10)             (0.85)
            CLASS B     10/31/98      10.96        0.61         (0.30)      0.31           (0.63)         (0.22)             (0.85)
                        10/31/97      10.61        0.69          0.44       1.13           (0.68)         (0.10)             (0.78)
                        10/31/96(1)   10.40        0.05          0.22       0.27           (0.06)          0.00              (0.06)
                         9/30/96      10.35        0.65          0.04       0.69           (0.64)          0.00              (0.64)
            CLASS M(11) 10/31/98      10.96        0.62         (0.30)      0.32           (0.64)         (0.22)             (0.86)
                        10/31/97      10.61        0.70          0.44       1.14           (0.69)         (0.10)             (0.79)
                        10/31/96(1)   10.40        0.05          0.22       0.27           (0.06)          0.00              (0.06)
                         9/30/96      10.35        0.66          0.04       0.70           (0.65)          0.00              (0.65)
                         9/30/95       9.74        0.69          0.71       1.40           (0.69)         (0.10)             (0.79)
- ------------------------------------------------------------------------------------------------------------------------------------
IDEX AEGON  CLASS A     10/31/98      11.75        0.48          0.34       0.82           (0.48)         (0.15)             (0.63)
TAX EXEMPT*             10/31/97      11.40        0.53          0.43       0.96           (0.53)         (0.08)             (0.61)
                        10/31/96(1)   11.36        0.05          0.04       0.09           (0.05)          0.00              (0.05)
                         9/30/96      11.34        0.55          0.10       0.65           (0.56)         (0.07)             (0.63)
                         9/30/95      11.10        0.55          0.29       0.84           (0.56)         (0.04)             (0.60)
            Class B     10/31/98      11.74        0.41          0.34       0.75           (0.40)         (0.15)             (0.55)
                        10/31/97      11.40        0.44          0.43       0.87           (0.45)         (0.08)             (0.53)
                        10/31/96(1)   11.36        0.04          0.04       0.08           (0.04)          0.00              (0.04)
                         9/30/96      11.34        0.48          0.10       0.58           (0.49)         (0.07)             (0.56)
            CLASS M(11) 10/31/98      11.75        0.45          0.34       0.79           (0.45)         (0.15)             (0.60)
                        10/31/97      11.40        0.50          0.43       0.93           (0.50)         (0.08)             (0.58)
                        10/31/96(1)   11.36        0.04          0.04       0.08           (0.04)          0.00              (0.04)
                         9/30/96      11.34        0.52          0.10       0.62           (0.53)         (0.07)             (0.60)
                         9/30/95      11.10        0.52          0.29       0.81           (0.53)         (0.04)             (0.57)

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

              *PLEASE SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 64

62 IDEX MUTUAL FUNDS/PROSPECTUS 1999

<PAGE>

<TABLE>
<CAPTION>



                                                      RATIO OF EXPENSES TO AVERAGE NET ASSETS(8)(9)   NET INVESTMENT
                     NET ASSET            NET ASSETS  ---------------------------------------------    INCOME (LOSS)       PORTFOLIO
                   VALUE AT END   TOTAL   AT END OF      EXCLUDING                   INCLUDING          TO AVERAGE         TURNOVER
                     OF PERIOD   RETURN  PERIOD (000'S)  CREDITS        GROSS         CREDITS           NET ASSETS(9)       RATE(10)
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>         <C>      <C>             <C>           <C>          <C>               <C>                 <C>
IDEX AEGON  CLASS A    $10.43     3.54%       $63,494       1.24%        0.00%          1.24%                6.38%            53.09%
INCOME                  10.96    11.86         65,612       1.27         0.00           1.27                 7.14             62.28
PLUS*                   10.61     2.53         66,285       1.33         0.00           1.32                 5.60              1.58
                        10.41     7.64         65,252       1.33         0.00           1.31                 6.89             65.96
                        10.36    15.85         68,746       1.29         0.00           1.26                 7.53             25.07
            ------------------------------------------------------------------------------------------------------------------------
            CLASS B     10.42     2.87          5,041       1.89         0.00           1.89                 5.73             53.09
                        10.96    11.10          1,761       1.92         0.00           1.92                 6.49             62.28
                        10.61     2.59            804       1.98         0.00           1.97                 4.95              1.58
                        10.40     6.95            774       1.98         0.00           1.96                 6.24             65.96
             -----------------------------------------------------------------------------------------------------------------------
            CLASS M(11) 10.42     2.97          4,073       1.79         0.00           1.79                 5.83             53.09
                        10.96    11.22          3,480       1.82         0.00           1.82                 6.59             62.28
                        10.61     2.59          2,781       1.88         0.00           1.87                 5.05              1.58
                        10.40     7.05          2,684       1.88         0.00           1.86                 6.34             65.96
                        10.35    15.08          1,980       1.84         0.00           1.81                 6.98             25.07
- ------------------------------------------------------------------------------------------------------------------------------------
IDEX AEGON  CLASS A     11.94     7.19         22,313       1.23         1.27           1.23                 4.08             42.42
TAX EXEMPT*             11.75     8.68         23,320       1.00         1.63           1.00                 4.60             71.29
                        11.40     0.76         24,439       1.00         1.89           1.00                 4.60              3.79
                        11.36     5.89         24,708       1.00         1.46           1.00                 4.88             71.05
                        11.34     7.75         27,401       1.02         1.35           1.00                 4.83            126.48
            ------------------------------------------------------------------------------------------------------------------------
            CLASS B     11.94     6.50            654       1.88         1.92           1.88                 3.43             42.42
                        11.74     7.93            377       1.65         2.28           1.65                 3.95             71.29
                        11.40     0.71            198       1.65         2.54           1.65                 3.94              3.79
                        11.36     5.21            189       1.65         2.11           1.65                 4.23             71.05
            ------------------------------------------------------------------------------------------------------------------------
            CLASS M(11) 11.94     6.92          1,607       1.48         1.52           1.48                 3.83             42.42
                        11.75     8.39            921       1.25         1.88           1.25                 4.35             71.29
                        11.40     0.74            939       1.25         2.14           1.25                 4.34              3.79
                        11.36     5.63            907       1.25         1.71           1.25                 4.63             71.05
                        11.34     7.48            454       1.27         1.60           1.25                 4.58            126.48
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>



              *PLEASE SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 64


                                           IDEX MUTUAL FUNDS/ PROSPECTUS 1999 63
<PAGE>

Notes to Financial Highlights

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

(2) Distributions from net realized capital gains include distributions in
    excess of current net realized capital gains for the IDEX Alger Aggressive
    Growth Classes A, B and M, for the period ended 9/30/96, in the amount of
    $1.02 and for the IDEX JCC Global Classes A, B and M, for the period ended
    10/31/98 in the amount of $0.17. Dividends from net investment income
    include distributions in excess of current net investment income for the
    IDEX GE/Scottish Equitable International Equity Classes A, B and M, for the
    period ended 10/31/98 in the amount of $0.06, $0.01 and $0.02, respectively
    and for the IDEX JCC Capital Appreciation Classes A and M, for the period
    ended 9/30/96 in the amount of $.01 and for the IDEX JCC Growth Class T for
    the period ended 10/31/98 in the amount of $0.03 and for the IDEX C.A.S.E.
    Growth Classes A, B and M, for the period ended 10/31/97 in the amount of
    $.08.

(3) From commencement of investment operations, December 2, 1994.

(4) From commencement of investment operations, February 1, 1997.

(5) From commencement of investment operations, September 20, 1996.

(6) From commencement of investment operations, February 1, 1996.

(7) Total return has been calculated for the applicable period without deduction
    of a sales load, if any, on an initial purchase for Class A or Class T
    Shares. Periods of less than one year are not annualized.

(8) Ratio of expenses to average net assets shows:

    Excluding Credits (total expenses less fee waivers and reimbursements by the
    investment adviser).

    Gross (total expenses not taking into account fee waivers and reimbursements
    by the investment adviser or affiliated brokerage and custody earnings
    credits, if any), including Credits (expenses less fee waivers and
    reimbursements by the investment adviser and reduced by affiliated brokerage
    and custody earnings credits, if any).

(9) Periods of less than one year are annualized. The ratio of Net Investment
    Income (Loss) to Average Net Assets is based upon Net Investment Income
    (Loss) prior to certain reclassifications as discussed in Note 1 of the
    Notes to the Financial Statements.

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


(11) All shares designated as Class C shares prior to March 1, 1999 were renamed
     as Class M shares on that date. Effective November 1, 1999 a new Class C
     share is being offered by the Fund. No information is included for the new
     Class C share as it was not in existence as of 10/31/98.


<PAGE>

                                                ADDITIONAL INFORMATION about
                                                these Funds is contained in the
                                                Statement of Additional
                                                Information, dated March 1,
                                                1999, and the Annual Report,
                                                dated October 31, 1998, which
                                                are incorporated by reference
                                                into this prospectus.Other
                                                information about these Funds
                                                has been filed with and is
                                                available from the U.S.
                                                Securities and Exchange
                                                Commission. Information about
                                                the Funds (including the
                                                Statement of Additional
                                                Information) can be reviewed and
                                                copied at the Securities and
                                                Exchange Commission's Public
                                                Reference Room in Washington,
                                                D.C. Information on the
                                                operation of the public
                                                reference room may be obtained
                                                by calling the Commission at
                                                1-800-SEC-0330. Copies of this
                                                information may be obtained,
                                                upon payment of a duplicating
                                                fee, by writing the Public
                                                Reference Section of the
                                                Commission, Washington, D.C.
                                                20549-6009. Reports and other
                                                information about the Funds are
                                                also available on the
                                                Commission's Internet site at
                                                http://www.sec.gov. For more
                                                information about these Funds,
                                                you may obtain a copy of the
                                                Statement of Additional
                                                Information or the Annual and
                                                Semi-Annual Reports, without
                                                charge, or to make other
                                                inquiries about these Funds,
                                                call or write to IDEX Mutual
                                                Funds at the phone number or
                                                address at the bottom of this
                                                page.



                                                                 [LOGO]



          P.O. Box 9015 /diamond/ Clearwater, FL /diamond/ 33758-9015
                     Customer Service 1-888-233-IDEX (4339)
                  Principal Underwriter: InterSecurities, Inc.
                               File No. 811-4556
                               www.idexfunds.com


1999 InterSecurities, Inc.                                        ID00835-11/99


<PAGE>

                               IDEX MUTUAL FUNDS


                                IDEX JCC GROWTH
                                IDEX JCC GLOBAL
                               IDEX JCC BALANCED
                         IDEX JCC CAPITAL APPRECIATION
                           IDEX JCC FLEXIBLE INCOME
                      IDEX T. ROWE PRICE DIVIDEND GROWTH
                         IDEX T. ROWE PRICE SMALL CAP
                           IDEX GOLDMAN SACHS GROWTH
                             IDEX SALOMON ALL CAP
                         IDEX ALGER AGGRESSIVE GROWTH
                      IDEX PILGRIM BAXTER MID CAP GROWTH
                            IDEX AEGON INCOME PLUS
                             IDEX AEGON TAX EXEMPT
                IDEX GE/SCOTTISH EQUITABLE INTERNATIONAL EQUITY
                          IDEX DEAN ASSET ALLOCATION
                       IDEX LKCM STRATEGIC TOTAL RETURN
                             IDEX NWQ VALUE EQUITY
                             IDEX C.A.S.E. GROWTH


                      STATEMENT OF ADDITIONAL INFORMATION


                               NOVEMBER 1, 1999


                               IDEX MUTUAL FUNDS
                             570 Carillon Parkway
                         St. Petersburg, Florida 33716
                  Customer Service (888) 233-4339 (toll free)


The funds listed above are series of IDEX Mutual Funds (the "Fund"), an
open-end management investment company that offers a selection of investment
funds. The Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"). All funds, other than the IDEX JCC Capital
Appreciation and IDEX Salomon All Cap, are diversified.

This Statement of Additional Information is not a prospectus, and should be
read in conjunction with the Fund's prospectus dated November 1, 1999 which may
be obtained free of charge by writing or calling the Fund at the above address
or telephone number. This Statement of Additional Information ("SAI") contains
additional and more detailed information about the Fund's operations and
activities than that set forth in the prospectus. The Fund's annual report to
shareholders is incorporated by reference into this SAI.


<PAGE>

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                         Page
                                                                                        -----
<S>                                                                                     <C>
INVESTMENT OBJECTIVES ...............................................................     1

Investment Restrictions, Policies and Practices .....................................     1
 Investment Restrictions of IDEX JCC Growth and IDEX JCC Flexible Income ............     1
 Investment Restrictions of IDEX JCC Global .........................................     2
 Investment Restrictions of IDEX JCC Capital Appreciation and IDEX JCC Balanced .....     3
 Investment Restrictions of IDEX T. Rowe Price Small Cap and IDEX T. Rowe Price
   Dividend Growth ..................................................................     5
 Investment Restrictions of IDEX Goldman Sachs Growth ...............................     6
 Investment Restrictions of IDEX Salomon All Cap ....................................     7
 Investment Restrictions of IDEX Alger Aggressive Growth ............................     7
 Investment Restrictions of IDEX Pilgrim Baxter Mid Cap Growth ......................     8
 Investment Restrictions of IDEX AEGON Income Plus ..................................     9
 Investment Restrictions of IDEX AEGON Tax Exempt ...................................    10
 Investment Restrictions of IDEX GE/Scottish Equitable International Equity .........    12
 Investment Restrictions of IDEX Dean Asset Allocation ..............................    13
 Investment Restrictions of IDEX LKCM Strategic Total Return ........................    14
 Investment Restrictions of IDEX NWQ Value Equity ...................................    15
 Investment Restrictions of IDEX C.A.S.E. Growth ....................................    16

OTHER POLICIES AND PRACTICES OF THE FUND ............................................    18
 Futures, Options and Other Derivative Instruments ..................................    18
  Futures Contracts .................................................................    18
  Options on Futures Contracts ......................................................    20
  Options on Securities .............................................................    21
  Options on Foreign Currencies .....................................................    24
  Forward Contracts .................................................................    25
  Swaps and Swap-Related Products ...................................................    26
  Index Options .....................................................................    27
  WEBS and Other Index-Related Securities ...........................................    28
  Euro Instruments ..................................................................    28
  Special Investment Considerations and Risks .......................................    28
  Additional Risks of Options on Foreign Currencies,
    Forward Contracts and Foreign Instruments .......................................    29
 Other Investment Companies .........................................................    29
 When-Issued, Delayed Settlement and Forward Delivery Securities ....................    30
 Zero Coupon, Pay-In-Kind and Step Coupon Securities ................................    30
 Income Producing Securities ........................................................    31
 Lending of Fund Securities .........................................................    31
 Joint Trading Accounts .............................................................    32
 Illiquid Securities ................................................................    32
 Repurchase and Reverse Repurchase Agreements .......................................    32
 Pass-Through Securities ............................................................    33
</TABLE>

                                       i
<PAGE>


<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        -----
<S>                                                                           <C>
 High-Yield/High-Risk Bonds .........................................................    34
 Warrants and Rights ................................................................    34
 U.S. Government Securities .........................................................    34
 Money Market Reserves (IDEX T. Rowe Price Small Cap and IDEX T. Rowe Price
   Dividend Growth) .................................................................    35
 Turnover Rate ......................................................................    35
 Investment Advisory and Other Services .............................................    36
DISTRIBUTOR .........................................................................    41
ADMINISTRATIVE SERVICES .............................................................    42
CUSTODIAN, TRANSFER AGENT AND OTHER AFFILIATES ......................................    42
FUND TRANSACTIONS AND BROKERAGE .....................................................    43
TRUSTEES AND OFFICERS ...............................................................    45
PURCHASE OF SHARES ..................................................................    48
DEALER REALLOWANCES AND SHARE DISCOUNTS .............................................    48
DISTRIBUTION PLANS ..................................................................    50
DISTRIBUTION FEES ...................................................................    51
NET ASSET VALUE DETERMINATION .......................................................    53
DIVIDENDS AND OTHER DISTRIBUTIONS ...................................................    54
SHAREHOLDER ACCOUNTS ................................................................    54
RETIREMENT PLANS ....................................................................    55
REDEMPTION OF SHARES ................................................................    55
TAXES ...............................................................................    56
PRINCIPAL SHAREHOLDERS ..............................................................    58
MISCELLANEOUS .......................................................................    58
 Organization .......................................................................    58
 Shares of Beneficial Interest ......................................................    59
 Legal Counsel and Auditors .........................................................    59
 Registration Statement .............................................................    59
PERFORMANCE INFORMATION .............................................................    59
FINANCIAL STATEMENTS ................................................................    64
APPENDIX A-CERTAIN SECURITIES IN WHICH THE FUNDS MAY INVEST .........................    A-1
</TABLE>



                                       ii
<PAGE>

                             INVESTMENT OBJECTIVES

The prospectus discusses the investment objective of each fund of the IDEX
Mutual Funds, the principal types of securities in which each fund will invest,
and the policies and practices of each fund. The following discussion of
Investment Restrictions, Policies and Practices supplements that set forth in
the prospectus.

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

INVESTMENT RESTRICTIONS, POLICIES AND PRACTICES

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


INVESTMENT RESTRICTIONS OF IDEX JCC GROWTH AND IDEX JCC FLEXIBLE INCOME
(FORMERLY GROWTH PORTFOLIO AND FLEXIBLE INCOME PORTFOLIO)

IDEX JCC Growth and IDEX JCC Flexible Income each may not, as a matter of
fundamental policy:

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

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

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

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

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

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

      7. The fund may borrow money only for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 25% of the value
of the fund's total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that exceed 25% of the value of the
fund's total assets by reason of a decline in net assets will be reduced within
three business days to the extent necessary to comply with the 25% limitation.
This policy shall not prohibit reverse repurchase agreements or deposits of
assets to provide margin or guarantee positions in connection with transactions
in options, futures contracts, swaps, forward contracts, and other derivative
instruments or the segregation of assets in connection with such transactions;
and

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

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


                                       1
<PAGE>

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

      (A) A fund may not: (i) enter into any futures contracts or options on
futures contracts for purposes other than bona fide hedging transactions within
the meaning of Commodity Futures Trading Commission regulations if the
aggregate initial margin deposits and premiums required to establish positions
in futures contracts and related options that do not fall within the definition
of bona fide hedging transactions would exceed 5% of the fair market value of
the fund's net assets, after taking into account unrealized profits and losses
on such contracts it has entered into; and (ii) enter into any futures
contracts or options on futures contracts if the aggregate amount of the fund's
commitments under outstanding futures contracts positions and options on
futures contracts would exceed the market value of its total assets;

      (B) A fund may not mortgage or pledge any securities owned or held by the
fund in amounts that exceed, in the aggregate, 15% of the fund's net assets,
provided that this limitation does not apply to reverse repurchase agreements
or in the case of assets deposited to provide margin or guarantee positions in
options, futures contracts, swaps, forward contracts or other derivative
instruments or the segregation of assets in connection with such transactions;

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

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

      (E) A fund may not invest more than 15% of its net assets in illiquid
securities. This does not include securities eligible for resale pursuant to
Rule 144A under the Securities Act of 1933 (the "1933 Act"), or any successor
to such Rule, Section 4(2) commercial paper or any securities which the Board
of Trustees or the investment sub-adviser, as appropriate, has made a
determination of liquidity, as permitted under the 1940 Act;

      (F) A fund may not invest in companies for the purpose of exercising
control or management;

      (G) A fund may not (i) purchase securities of other investment companies,
except in the open market where no commission except the ordinary broker's
commission is paid, or (ii) purchase or retain securities issued by other
open-end investment companies. Limitations (i) and (ii) do not apply to money
market funds or to securities received as dividends, through offers of
exchange, or as a result of consolidation, merger or other reorganization; and

      (H) A fund may not invest directly in oil, gas or other mineral
development or exploration programs or leases; however, the funds may own debt
or equity securities of companies engaged in those businesses. In making all
investments for IDEX JCC Flexible Income, the sub-adviser will emphasize
economic or financial factors or circumstances of the issuer, rather than
opportunities for short-term arbitrage.

INVESTMENT RESTRICTIONS OF IDEX JCC GLOBAL
(FORMERLY GLOBAL PORTFOLIO)

IDEX JCC Global may not, as a matter of fundamental policy:

      1. Own more than 10% of the outstanding voting securities of any one
issuer and, as to seventy-five percent (75%) of the value of its total assets,
purchase the securities of any one issuer (except cash items and "government
securities" as defined under the 1940 Act), if immediately after and as a
result of such purchase, the value of the holdings of the fund in the
securities of such issuer exceeds 5% of the value of the fund's total assets;

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

      3. Invest directly in real estate or interests in real estate; however,
the fund may own debt or equity securities issued by companies engaged in those
businesses;

      4. Purchase or sell physical commodities other than foreign currencies
unless acquired as a result of ownership of securities (but this shall not
prevent the fund from purchasing or selling options, futures, swaps and forward
contracts or from investing in securities or other instruments backed by
physical commodities);

      5. Lend any security or make any other loan if, as a result, more than
25% of its total assets would be lent to


                                       2
<PAGE>

other parties (but this limitation does not apply to purchases of commercial
paper, debt securities or to repurchase agreements);

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

      7. The fund may borrow money only for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 25% of the value
of the fund's total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that exceed 25% of the value of the
fund's total assets by reason of a decline in net assets will be reduced within
three business days to the extent necessary to comply with the 25% limitation.
This policy shall not prohibit reverse repurchase agreements or deposits of
assets to margin or guarantee positions in futures, options, swaps or forward
contracts, or the segregation of assets in connection with such contracts; and

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

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

      (A) The fund may not (i) enter into any futures contracts or options on
futures contracts for purposes other than bona fide hedging transactions within
the meaning of Commodity Futures Trading Commission regulations if the
aggregate initial margin deposits and premiums required to establish positions
in futures contracts and related options that do not fall within the definition
of bona fide hedging transactions would exceed 5% of the fair market value of
the fund's net assets, after taking into account unrealized profits and losses
on such contracts it has entered into; and (ii) enter into any futures
contracts or options on futures contracts if the aggregate amount of the fund's
commitments under outstanding futures contracts positions and options on
futures contracts would exceed the market value of its total assets;

      (B) The fund may not sell securities short, unless it owns or has the
right, without the payment of any additional compensation, to obtain securities
equivalent in kind and amount to the securities sold short, and provided that
transactions in options, swaps and forward futures contracts are not deemed to
constitute selling securities short;

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

      (D) The fund may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies. Limitations (i) and (ii) do not apply to
money market funds or to securities received as dividends, through offers of
exchange, or as a result of a consolidation, merger or other reorganization;

      (E) The fund may not mortgage or pledge any securities owned or held by
the fund in amounts that exceed, in the aggregate, 15% of the fund's net
assets, provided that this limitation does not apply to reverse repurchase
agreements or in the case of assets deposited to provide margin or guarantee
positions in options, futures contracts, swaps, forward contracts or other
derivative instruments or the segregation of assets in connection with such
transactions;

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

      (G) The fund may not invest more than 15% of its net assets in illiquid
securities. This does not include securities eligible for resale pursuant to
Rule 144A under the 1933 Act, or any successor to such Rule, Section 4(2)
commercial paper or any other securities as to which the Board of Trustees have
made a determination as to liquidity, as permitted under the 1940 Act; and

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

INVESTMENT RESTRICITONS OF IDEX JCC CAPITAL APPRECIATION AND IDEX JCC BALANCED
(FORMERLY CAPITAL APPRECIATION PORTFOLIO AND BALANCED PORTFOLIO)

IDEX JCC Capital Appreciation and IDEX JCC Balanced each may not, as a matter
of fundamental policy:

      1. With respect to 75% of its total assets in the case of IDEX JCC
Balanced, and 50% of its total assets in the case of IDEX JCC Capital
Appreciation, purchase the securities of any one issuer (except cash items and
"government securities" as defined under the 1940 Act,


                                       3
<PAGE>

if immediately after and as a result of such purchase the value of the holdings
of the fund in the securities of such issuer exceeds 5% of the value of such
fund's total assets or the fund owns more than 10% of the outstanding voting
securities of such issuer. With respect to the remaining 50% of the value of
its total assets, IDEX JCC Capital Appreciation may invest in the securities of
as few as two issuers;

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

      3. Invest directly in real estate or interests in real estate; however, a
fund may own debt or equity securities issued by companies engaged in those
businesses;

      4. Purchase or sell physical commodities other than foreign currencies
unless acquired as a result of ownership of securities (but this limitation
shall not prevent a fund from purchasing or selling options, futures, swaps and
forward contracts or from investing in securities or other instruments backed
by physical commodities);

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

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

      7. The fund may borrow money for temporary or emergency purposes (not for
leveraging or investment) in an amount not exceeding 25% of the value of the
fund's total assets (including the amount borrowed) less liabilities (other
than borrowings). If borrowings exceed 25% of the value of the fund's total
assets by reason of a decline in net assets, the fund will reduce its
borrowings within three business days to the extent necessary to comply with
the 25% limitation. This policy shall not prohibit reverse repurchase
agreements, or deposits of assets to margin or guarantee positions in futures,
options, swaps or forward contracts, and the segregation of assets in
connection with such contracts; and

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

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

      (A)  A fund may not: (i) enter into any futures contracts and related
options for purposes other than bona fide hedging transactions within the
meaning of Commodity Futures Trading Commission regulations if the aggregate
initial margin and premiums required to establish positions in futures
contracts and related options that do not fall within the definition of bona
fide hedging transactions will exceed 5% of the fair market value of a fund's
net assets, after taking into account unrealized profits and unrealized losses
on any such contracts it has entered into; and (ii) enter into any futures
contracts if the aggregate amount of such fund's commitments under outstanding
futures contracts positions of that fund's would exceed the market value of its
total assets;

      (B) A fund may not sell securities short, unless it owns or has the right
to obtain securities equivalent in kind and amount to the securities sold short
without the payment of any additional consideration therefore, and provided
that transactions in futures, options, swaps and forward contracts are not
deemed to constitute selling securities short;

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

      (D) A fund may not (i) purchase securities of other investment companies,
except in the open market where no commission except the ordinary broker's
commission is paid, or (ii) purchase or retain securities issued by other
open-end investment companies. Limitations (i) and (ii) do not apply to money
market funds or to securities received as dividends, through offers of
exchange, or as a result of consolidation, merger or other reorganization;

      (E) A fund may not mortgage or pledge any securities owned or held by a
fund in amounts that exceed, in the aggregate, 15% of that fund's net asset
value, provided that this limitation does not apply to reverse repurchase
agreements, deposits of assets to margin, guarantee positions in futures,
options, swaps or forward contracts or segregation of assets in connection with
such contracts;

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

      (G) A fund may not purchase any security or enter into a repurchase
agreement, if as a result, more than


                                       4
<PAGE>

15% of its net assets would be invested in repurchase agreements not entitling
the holder to payment of principal and interest within seven days and in
securities that are illiquid by virtue of legal or contractual restrictions on
resale or the absence of a readily available market. The Trustees, or the
fund's investment adviser or sub-adviser acting pursuant to authority delegated
by the Trustees, may determine that a readily available market exists for
securities eligible for resale pursuant to Rule 144A under the 1933 Act, or any
successor to such Rule, Section 4(2) commercial paper and municipal lease
obligations. Accordingly, such securities may not be subject to the foregoing
limitation;

      (H) A fund may not invest in companies for the purpose of exercising
control or management; and

      (I) With respect to IDEX JCC Balanced only, at least 25% of the total
assets of that fund will normally be invested in fixed-income senior
securities, which include corporate debt securities and preferred stock.


INVESTMENT RESTRICTIONS OF IDEX T. ROWE PRICE SMALL CAP AND
IDEX T. ROWE PRICE DIVIDEND GROWTH

IDEX T. Rowe Price Small Cap and IDEX T. Rowe Price Dividend Growth each may
not, as a matter of fundamental policy:


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

      2. Borrow money except for temporary or emergency purposes (not for
leveraging or investment) in an amount exceeding 331/3 of the value of the
fund's total assets (including amount borrowed) less liabilities (other than
borrowings). Any borrowings that exceed 331/3 of the value of the fund's total
assets by reason of a decline in net assets will be reduced within three
business days to the extent necessary to comply with the
331/3 limitation. This policy shall not prohibit reverse repurchase agreements
or deposits of assets to margin or guarantee positions in futures, options,
swaps or forward contracts, or the segregation of assets in connection with
such contracts;

      3. Purchase or sell physical commodities (but this shall not prevent the
fund from entering into future contracts and options thereon);

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

      5. Make loans, although the funds may lend fund securities provided that
the aggregate of such loans do not exceed 331/3 of the value of the fund's
total assets. The fund may purchase money market securities, enter into
repurchase agreements and acquire publicly distributed or privately placed debt
securities, and purchase debt;

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

      7. Issue senior securities, except as permitted by the 1940 Act; and

      8. Underwrite securities issued by other persons, except to the extent
that the fund may be deemed to be an underwriter within the meaning of the 1933
Act in connection with the purchase and sale of its fund securities in the
ordinary course of pursuing its investment objective.

      Furthermore, the funds have adopted the following non-fundamental
restrictions which may be changed by the Board of Trustees of the funds without
shareholder approval:


      (A) A fund may not purchase additional securities when money borrowed
exceeds 5% of its total assets;

      (B) A fund may not purchase a futures contract or an option thereon, if,
with respect to positions in futures or options on futures which do not
represent bona fide hedging, the aggregate initial margin and premiums on such
options would exceed 5% of the fund's net asset value;

      (C) A fund may not invest more than 15% of its net assets in illiquid
securities. This does not include securities eligible for resale pursuant to
Rule 144A under the 1933 Act or any other securities as to which a
determination as to liquidity has been made pursuant to guidelines adopted by
the Board of Trustees, as permitted under the 1940 Act;


                                       5
<PAGE>

      (D) A fund may not invest in companies for the purpose of exercising
control or management;

      (E) A fund may not purchase securities of open-end or closed-end
investment companies except (i) in compliance with the 1940 Act; or (ii)
securities of the T. Rowe Price Reserve Investment or Government Reserve
Investment Funds;

      (F) A fund may not purchase securities on margin, except (i) for use of
short-term credit necessary for clearance of purchases of fund securities; and
(ii) it may make margin deposits in connection with futures contracts or other
permissible investments;

      (G) A fund may not mortgage, pledge, hypothecate or, in any manner,
transfer any security owned by the fund as security for indebtedness except as
may be necessary in connection with permissible borrowings or investments and
then such mortgaging, pledging or hypothecating may not exceed 331/3 of the
fund's total assets at the time of borrowing or investment; and

      (H) A fund may not sell securities short, except short sales "against the
box."

INVESTMENT RESTRICTIONS OF IDEX GOLDMAN SACHS GROWTH

IDEX Goldman Sachs Growth may not, as a matter of fundamental policy:

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

      2. Borrow money except (a) the fund may borrow from banks (as defined in
the 1940 Act) or through reverse repurchase agreements in amounts up to 331/3
of its total assets (including the amount borrowed),
(b) the fund may, to the extent permitted by applicable law, borrow up to an
additional 5% of its total assets for temporary purposes, (c) the fund may
obtain such short-term credits as may be necessary for the clearance of
purchases and sales of fund securities, (d) the fund may purchase securities on
margin to the extent permitted by applicable law and (e) the fund may engage in
mortgage dollar rolls which are accounted for as financings;

      3. Purchase or sell physical commodities (but this shall not prevent the
fund from investing in currency and financial instruments and contracts that
are commodities or commodity contracts);

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

      5. Make loans, except through (a) the purchase of debt obligations in
accordance with the fund's investment objective and policies, (b) repurchase
agreements with banks, brokers, dealers and other financial institutions, and
(c) loans of securities as permitted by applicable law;

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

      7. Issue senior securities, except as permitted by the 1940 Act; and

      8. Underwrite securities issued by other persons, except to the extent
that the fund may be deemed to be an underwriter within the meaning of the 1933
Act in connection with the purchase and sale of its fund securities in the
ordinary course of pursuing its investment objective.

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

      (A) The fund may not invest in companies for the purpose of exercising
control or management;

      (B) The fund may not invest more than 15% of its net assets in illiquid
securities. This does not include securities eligible for resale pursuant to
Rule 144A under the 1933 Act or any other securities as to which a
determination as to liquidity has been made pursuant to guidelines adopted by
the Board of Trustees, as permitted under the 1940 Act;

      (C) The fund may not purchase additional securities when money borrowed
exceeds 5% of its total assets; and

      (D) The fund may not make short sales of securities, except short sales
"against the box."


                                       6
<PAGE>

INVESTMENT RESTRICTIONS OF IDEX SALOMON ALL CAP

IDEX Salomon All Cap may not, as a matter of fundamental policy:

      1. Purchase or sell real estate, real estate mortgages, commodities or
commodity contracts; however, the fund may: (a) purchase interests in real
estate investment trusts or companies which invest in or own real estate if the
securities of such trusts or companies are registered under the 1933 Act and
are readily marketable or holding or selling real estate received in connection
with securities it holds; and (b) may enter into futures contracts, including
futures contracts on interest rates, stock indices and currencies, and options
thereon, and may engage in forward currency contracts and buy, sell and write
options on currencies. This policy shall not prohibit reverse repurchase
agreements or deposits of assets to margin or guarantee positions in futures,
options, swaps or forward contracts, or the segregation of assets in connection
with such contracts;

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

      3. Borrow money, except that the fund may borrow from banks for
investment purposes up to an aggregate of 15% of the value of its total assets
taken at the time of borrowing. The fund may borrow for temporary or emergency
purposes an aggregate amount not to exceed 5% of the value of its total assets
at the time of borrowing;

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

      5. Underwrite securities issued by other persons, except to the extent
that the fund may be deemed to be an underwriter within the meaning of the 1933
Act in connection with the purchase and sale of its fund securities in the
ordinary course of pursuing its investment objective; and

      6. Make loans, except that the fund may purchase debt obligations in
which the fund may invest consistent with its investment objectives and
policies or enter into, and make loans of, its portfolio securities, as
permitted under the 1940 Act.

Furthermore, the fund has adopted the following non-fundamental restrictions
that may be changed by the Board of Trustees without shareholder approval:

      (A) The fund may not invest more than 15% of its net assets in illiquid
securities. This does not include securities eligible for resale pursuant to
Rule 144A under the 1933 Act or any other securities as to which a
determination as to liquidity has been made pursuant to guidelines adopted by
the Board of Trustees, as permitted under the 1940 Act;

      (B) The fund may not invest in companies for the purpose of exercising
control or management; and

      (C) The fund may not sell securities short.

INVESTMENT RESTRICTIONS OF IDEX ALGER AGGRESSIVE GROWTH
(FORMERLY AGGRESSIVE GROWTH PORTFOLIO )

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

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

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

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

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

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


                                       7
<PAGE>

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

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

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

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

      (A) The fund may not sell securities short or purchase securities on
margin, except that the fund may obtain any short-term credit necessary for the
clearance of purchases and sales of securities. These restrictions shall not
apply to transactions involving selling securities "short against the box";

      (B) The fund may not pledge, hypothecate, mortgage or otherwise encumber
more than 15% of the value of the fund's total assets except in connection with
borrowings described in number 7 above. These restrictions shall not apply to
transactions involving reverse repurchase agreements or the purchase of
securities subject to firm commitment agreements or on a when-issued basis;

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

      (D)  The fund may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies. Limitations (i) and (ii) do not apply to
money market funds or to securities received as dividends, through offers of
exchange, or as a result of consolidation, merger or other reorganization;

      (E) The fund may not invest in companies for the purpose of exercising
control or management; and

      (F) The fund may not invest more than 15% of its net assets in illiquid
securities. This does not include securities eligible for resale pursuant to
Rule 144A under the 1933 Act, or any successor to such Rule, Section 4(2)
commercial paper or any other securities as to which the Board of Trustees has
made a determination as to liquidity, as permitted under the 1940 Act.


INVESTMENT RESTRICTIONS OF IDEX PILGRIM BAXTER MID CAP GROWTH

IDEX Pilgrim Baxter Mid Cap Growth may not, as a matter of fundamental policy:


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

      2. Borrow money except for temporary or emergency purposes (not for
leveraging or investment) in an amount exceeding 10% of the value of the fund's
total assets. This borrowing provision is included solely to facilitate the
orderly sale of fund securities to accommodate substantial redemption requests
if they should occur and is not for investment purposes. All borrowings in
excess of 5% of the fund's total assets will be repaid before making
investments;

      3. Make loans, except that the fund, in accordance with its investment
objectives and policies, may purchase or hold debt securities, and enter into
repurchase agreements as described in the fund's prospectus and this SAI;

      4. Purchase or sell real estate, real estate limited partnership
interests, futures contracts, commodities or commodity contracts, except that
this shall not prevent the fund from (i) investing in readily marketable
securities of issuers which can invest in real estate or commodities,
institutions that issue mortgages, or real estate investment trusts which deal
in real estate or interests therein, pursuant to the fund's investment
objective and policies, and (ii) entering into futures contracts and options
thereon that are listed on a national securities or commodities exchange where,
as a result thereof, no more than 5% of the fund's total assets (taken at
market value at the time of entering into the futures contracts) would be
committed to margin deposits on such futures contracts and premiums paid for
unexpired options on such futures contracts; provided that, in the case of an
option that is "in-the-money" at the time of purchase, the "in-the-money"
amount, as defined under the Commodities Futures Trading Commission
regulations, may be


                                       8
<PAGE>

excluded in computing the 5% limit. The fund (as a matter of operating policy)
will utilize only listed futures contracts and options thereon;

      5. Act as an underwriter of securities of other issuers except as it may
be deemed an underwriter in selling a fund security;

      6. Issue senior securities, except as permitted by the 1940 Act; and


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

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


      (A) The fund may not invest in companies for the purpose of exercising
control;

      (B) The fund may not pledge, mortgage or hypothecate assets, except (i)
to secure temporary borrowings as permitted by the fund's limitation on
permitted borrowings, or (ii) in connection with permitted transactions
regarding options and futures contracts;

      (C) The fund may not invest more than 15% of its net assets in illiquid
securities. This does not include securities eligible for resale pursuant to
Rule 144A under the 1933 Act, or any successor to such Rule, Section 4(2)
commercial paper or any other securities as to which the Board of Trustees has
made a determination as to liquidity, as permitted under the 1940 Act; and

      (D) The fund may not purchase securities of other investment companies
except as permitted by the 1940 Act and the rules and regulations thereunder.

INVESTMENT RESTRICITONS OF IDEX AEGON INCOME PLUS
(FORMERLY INCOME PLUS PORTFOLIO)

IDEX AEGON Income Plus may not, as a matter of fundamental policy:

      1. Borrow money, except from a bank for temporary or emergency purposes
(not for leveraging or investment) in an amount not to exceed one-third of the
current value of the fund's total assets (including the amount borrowed) less
liabilities (not including the amount borrowed) at the time the borrowing is
made. If at any time the fund's borrowings exceed this limitation due to a
decline in net assets, such borrowings will be reduced within 3 business days
to the extent necessary to comply with the limitation. The fund will borrow
only to facilitate redemptions requested by shareholders which might otherwise
require untimely disposition of portfolio securities and will not purchase
securities while borrowings are outstanding;

      2. Pledge assets, except that the fund may pledge not more than one-third
of its total assets (taken at current value) to secure borrowings made in
accordance with paragraph 1 above. Initial margin deposits under interest rate
futures contracts, which are made to guarantee the fund's performance under
such contracts, shall not be deemed a pledging of fund assets for the purpose
of this investment restriction. As a matter of non-fundamental operating
policy, in order to permit the sale of shares of the fund under certain state
laws, the fund will not pledge its assets in excess of an amount equal to 10%
of its net assets unless such state restrictions are changed;

      3. Invest more than 25% of its assets, measured at the time of
investment, in a single industry (which term shall not include governments or
their political subdivisions), outside the industries of the fund's public
utilities portfolio concentration, except that the fund may, for temporary
defensive purposes, invest more than 25% of its total assets in the obligations
of banks;

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

      5. Invest in mineral leases;

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

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


                                       9
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

      (A) Write or purchase put, call, straddle or spread options, or
combinations thereof;

      (B) Invest more than 10% of its net assets in illiquid securities;

      (C) Invest in real estate limited partnerships;

      (D) Invest more than 25% of its net assets at the time of purchase in the
securities of foreign issuers and obligors; and

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

INVESTMENT RESTRICTIONS OF IDEX AEGON TAX EXEMPT
(FORMERLY TAX-EXEMPT PORTFOLIO)

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

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

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


                                       10
<PAGE>

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

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

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

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

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

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

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

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

      11. Purchase or sell commodities or commodity contracts; and

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

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

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

      (A) The fund may not invest more than 10% of its net assets in illiquid
securities;

      (B) The fund may not invest in oil, gas or mineral leases;

      (C) The fund may not invest in real estate limited partnerships; and

      (D) For hedging purposes only, the fund may adopt policies permitting:

          (1) the purchase and sale of interest rate futures contracts, the
              purchase of put and call options thereon, and the writing of
              covered call or secured put options thereon, not involving
              delivery or purchase obligations in excess of 30% of the fund's
              net assets, and

          (2) the purchase of put and call options related to portfolio
              securities and securities to be purchased for the fund, the
              writing of secured put and covered call options, and the entering
              into of closing purchase transactions with respect to such
              options, where such transactions will not involve futures contract
              margin deposits and premiums on option purchases which, in the
              aggregate, exceed 5% of the fund's net assets, in the judgment of
              the sub-adviser are economically appropriate to the reduction of
              risks inherent in the ongoing management of the fund, and are
              executed under custodial, reserve and other arrangements
              consistent with regulations and policies adopted or positions
              taken (i) by the Securities and Exchange Commission ("SEC") for
              exemption from enforcement proceedings under Section 17(f) or
              18(f) of the 1940 Act, (ii) by the Commodity Futures Trading
              Commission (the "CFTC") for exemption of investment companies
              registered under the 1940 Act from registration as "commodity pool
              operators" and from certain provisions of Subpart B of Part 4 of
              the CFTC's regulations, and (iii) by state securities
              commissioners or administrators in the states in which the fund's
              shares have been qualified for public offering.

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


                                       11
<PAGE>

As a matter of fundamental policy, the fund will invest 80% of its assets in
tax exempt securities that are not subject to alternate minimum tax. Except
with respect to borrowing money, if a percentage limitation set forth above is
complied with at the time of the investment, a subsequent change in the
percentage resulting from any change in value of the net assets of any of the
funds will not result in a violation of such restriction. Additional
limitations on borrowing that are imposed by state law and regulations may
apply.


INVESTMENT RESTRICITONS OF IDEX GE/SCOTTISH EQUITABLE INTERNATIONAL EQUITY
(FORMERLY INTERNATIONAL EQUITY PORTFOLIO)

IDEX GE/Scottish Equitable International Equity may not, as a matter of
fundamental policy:

      1. With respect to 75% of the fund's total assets, purchase the
securities of any one issuer (other than government securities as defined in
the 1940 Act) if immediately after and as a result of such purchase
(a) the value of the holdings of the fund in the securities of such issuer
exceeds 5% of the value of the fund's total assets, or (b) the fund owns more
than 10% of the outstanding voting securities of any one class of securities of
such issuer. All securities of a foreign government and its agencies will be
treated as a single issuer for purposes of this restriction;

      2. Invest 25% or more of the value of the fund's total assets in any
particular industry (other than U.S. government securities). For purposes of
this restriction, the term industry shall include (a) the government of any one
country other than the U.S., but not the U.S. government and (b) all
supranational organizations;

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

      4. Invest directly in real estate or interests in real estate, including
limited partnership interests; however, the fund may own securities or other
instruments backed by real estate, including mortgage-backed securities, or
debt or equity securities issued by companies engaged in those businesses;

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

      6. Lend any security or make any other loan if, as a result, more than
30% of its total assets would be lent to other parties (but this limitation
does not apply to purchases of commercial paper, debt securities or to
repurchase agreements);

      7. The fund may borrow money only for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 331/3 of the
value of the fund's total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that exceed 331/3 of the
value of the fund's total assets by reason of a decline in net assets will be
reduced within three business days to the extent necessary to comply with the
331/3 limitation. This policy shall not prohibit reverse repurchase agreements
or deposits of assets to provide margin or guarantee positions in connection
with transactions in options, futures contracts, swaps, forward contracts, or
other derivative instruments or the segregation of assets in connection with
such transactions; and

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


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


     (A) The fund may not, as a matter of non-fundamental policy (i) enter into
any futures contracts or options on futures contracts for purposes other than
bona fide hedging transactions within the meaning of Commodity Futures Trading
Commission regulations if the aggregate initial margin deposits and premiums
required to establish positions in futures contracts and related options that do
not fall within the definition of bona fide hedging transactions would exceed 5%
of the fair market value of the fund's net assets, after taking into account
unrealized profits and losses on such contracts it has entered into and (ii)
enter into any futures contracts or options on futures contracts if the
aggregate amount of the fund's commitments under outstanding futures contracts
positions and options on futures contracts would exceed the market value of its
total assets;

      (B) The fund may not mortgage or pledge any securities owned or held by
the fund in amounts that exceed, in the aggregate, 15% of the fund's net
assets, provided that this limitation does not apply to reverse repurchase
agreements or in the case of assets deposited to provide margin or guarantee
positions in options, futures contracts, swaps, forward contracts or other
derivative instruments or the segregation of assets in connection with such
transactions;


                                       12
<PAGE>

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

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

      (E) The fund may not invest more than 15% of its net assets in illiquid
securities. This does not include securities eligible for resale pursuant to
Rule 144A under the 1933 Act, or any successor to such Rule, Section 4(2)
commercial paper or other securities for which the Board of Trustees has made a
determination of liquidity, as permitted under the 1940 Act;

      (F) The fund may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies. Limitations (i) and (ii) do not apply to
money market funds or to securities received as dividends, through offers of
exchange, or as a result of consolidation, merger or other reorganization. The
fund may also invest in the GEI Short-Term Investment Fund, an investment fund
advised by GE Investment Management Incorporated ("GEIM"), created specifically
to serve as a vehicle for the collective investment of cash balances of the
fund and other accounts advised by GEIM or General Electric Investment
Corporation. Investments in GEI Short-Term Investment Fund are not considered
investments in another investment company for the purposes of this restriction;

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

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

With respect to investment restriction No. 2 above, the fund may use the
industry classifications reflected by the S&P 500 Composite Stock Index, if
applicable at the time of determination. For all other fund holdings the fund
may use the Directory of Companies Required to File Annual Reports with the SEC
and Bloomberg, Inc. In addition, the fund may select its own industry
classifications, provided such classifications are reasonable.


INVESTMENT RESTRICTIONS OF IDEX DEAN ASSET ALLOCATION
(FORMERLY TACTICAL ASSET ALLOCATION PORTFOLIO)

IDEX Dean Asset Allocation may not, as a matter of fundamental policy:

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

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

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

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

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

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

      7. The fund may borrow money only for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 25% of the value
of


                                       13
<PAGE>

the fund's total assets (including the amount borrowed) less liabilities (other
than borrowings). Any borrowings that exceed 25% of the value of the fund's
total assets by reason of a decline in net assets will be reduced within three
business days to the extent necessary to comply with the 25% limitation; and

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

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

      (A) The fund may not sell securities short, unless it owns or has the
right to obtain securities equivalent in kind and amount to the securities sold
short, and provided that margin payments and other deposits in connection with
transactions in options, swaps and forward and futures contracts are not deemed
to constitute selling securities short;

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

      (C) The fund may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies. Limitations (i) and (ii) do not apply to
money market funds or to securities received as dividends, through offers of
exchange, or as a result of a consolidation, merger or other reorganization;

      (D) The fund may not mortgage or pledge any securities owned or held by
the fund in amounts that exceed, in the aggregate, 15% of the fund's net
assets, provided that this limitation does not apply to reverse repurchase
agreements, deposits of assets to margin, guarantee positions in futures,
options, swaps or forward contracts or segregation of assets in connection with
such contracts;

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

      (F) The fund may not invest in companies for the purpose of exercising
control or management; and

      (G) The fund may not invest more than 15% of its net assets in illiquid
securities. This does not include securities eligible for resale pursuant to
Rule 144A under the 1933 Act, or any successor to such Rule, Section 4(2)
commercial paper or any other securities as to which the Board of Trustees has
made a determination as to liquidity, as permitted under the 1940 Act.

INVESTMENT RESTRICTIONS OF IDEX LKCM STRATEGIC TOTAL RETURN
(FORMERLY STRATEGIC TOTAL RETURN PORTFOLIO)

IDEX LKCM Strategic Total Return may not, as a matter of fundamental policy:

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

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

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

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

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

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


                                       14
<PAGE>

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

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

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

      (A) The fund may not mortgage or pledge any securities owned or held by
the fund in amounts that exceed, in the aggregate, 15% of the fund's net
assets, provided that this limitation does not apply in the case of assets
deposited to margin or guarantee positions in options, futures contracts and
options on futures contracts or placed in a segregated account in connection
with such contracts;

      (B) The fund may not sell securities short, unless it owns or has the
right to obtain securities equivalent in kind and amount to the securities sold
short, and provided that margin payments and other deposits in connection with
transactions in options, swaps and forward futures contracts are not deemed to
constitute selling securities short;

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

      (D) The fund may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies. Limitations (i) and (ii) do not apply to
money market funds or to securities received as dividends, through offers of
exchange, or as a result of a consolidation, merger or other reorganization;

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

      (F) The fund may not invest more than 15% of its net assets in illiquid
securities. This does not include securities eligible for resale pursuant to
Rule 144A under the 1933 Act, or any successor to such Rule, Section 4(2)
commercial paper or any other securities as to which the Board of Trustees has
made a determination as to liquidity, as permitted under the 1940 Act;

      (G) The fund may not invest in companies for the purpose of exercising
control or management; and

      (H) The fund may not invest in securities of foreign issuers denominated
in foreign currency and not publicly traded in the United States if at the time
of acquisition more than 10% of the fund's total assets would be invested in
such securities.

INVESTMENT RESTRICTIONS OF IDEX NWQ VALUE EQUITY
(FORMERLY VALUE EQUITY PORTFOLIO)

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

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

      2. Invest 25% or more of the value of the fund's total assets in any
particular industry (other than U.S. government securities);

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

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

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

      6. Lend any security or make any other loan if, as a result, more than
25% of its total assets would be lent to


                                       15
<PAGE>

other parties (but this limitation does not apply to purchases of commercial
paper, debt securities or to repurchase agreements);

      7. The fund may borrow money only for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 10% of the value
of the fund's total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that exceed 10% of the value of the
fund's total assets by reason of a decline in net assets will be reduced within
three business days to the extent necessary to comply with the 10% limitation.
The fund may not purchase additional securities when borrowings exceed 5% of
total assets. This policy shall not prohibit reverse repurchase agreements or
deposits of assets to provide margin or guarantee positions in connection with
transactions in options, futures contracts, swaps, forward contracts, or other
derivative instruments or the segregation of assets in connection with such
transactions; and

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

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

     (A) The fund may not, as a matter of non-fundamental policy (i) enter into
any futures contracts or options on futures contracts for purposes other than
bona fide hedging transactions within the meaning of Commodity Futures Trading
Commission regulations if the aggregate initial margin deposits and premiums
required to establish positions in futures contracts and related options that do
not fall within the definition of bona fide hedging transactions would exceed 5%
of the fair market value of the fund's net assets, after taking into account
unrealized profits and losses on such contracts it has entered into and (ii)
enter into any futures contracts or options on futures contracts if the
aggregate amount of the fund's commitments under outstanding futures contracts
positions and options on futures contracts would exceed the market value of its
total assets;

      (B) The fund may not mortgage or pledge any securities owned or held by
the fund in amounts that exceed, in the aggregate, 15% of the fund's net
assets, provided that this limitation does not apply to reverse repurchase
agreements or in the case of assets deposited to provide margin or guarantee
positions in options, futures contracts, swaps, forward contracts or other
derivative instruments or the segregation of assets in connection with such
transactions;

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

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

      (E) The fund may not invest more than 15% of its net assets in illiquid
securities. This does not include securities eligible for resale pursuant to
Rule 144A under the 1933 Act, or any successor to such Rule, Section 4(2)
commercial paper or other securities for which the Board of Trustees has made a
determination of liquidity, as permitted under the 1940 Act;

      (F)  The fund may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies. Limitations (i) and (ii) do not apply to
money market funds or to securities received as dividends, through offers of
exchange, or as a result of consolidation, merger or other reorganization;

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

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

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


INVESTMENT RESTRICTIONS OF IDEX C.A.S.E. GROWTH
(FORMERLY C.A.S.E. PORTFOLIO)

IDEX C.A.S.E. Growth may not, as a matter of fundamental policy:


      1. With respect to 75% of the fund's total assets, purchase the
securities of any one issuer (other than


                                       16
<PAGE>

cash items and "government securities" as defined in the 1940 Act) if
immediately after and as a result of such purchase (a) the value of the
holdings of the fund in the securities of such issuer exceeds 5% of the value
of the fund's total assets, or (b) the fund owns more than 10% of the
outstanding voting securities of any one class of securities of such issuer;


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

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

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

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

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

      7. The fund may borrow money only for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 25% of the value
of the fund's total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that exceed 25% of the value of the
fund's total assets by reason of a decline in net assets will be reduced within
three business days to the extent necessary to comply with the 25% limitation.
This policy shall not prohibit reverse repurchase agreements or deposits of
assets to provide margin or guarantee positions in connection with transactions
in options, futures contracts, swaps, forward contracts, or other derivative
instruments or the segregation of assets in connection with such transactions;
and

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

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

     (A) The fund may not, as a matter of non-fundamental policy (i) enter into
any futures contracts or options on futures contracts for purposes other than
bona fide hedging transactions within the meaning of Commodity Futures Trading
Commission regulations if the aggregate initial margin deposits and premiums
required to establish positions in futures contracts and related options that do
not fall within the definition of bona fide hedging transactions would exceed 5%
of the fair market value of the fund's net assets, after taking into account
unrealized profits and losses on such contracts it has entered into and (ii)
enter into any futures contracts or options on futures contracts if the
aggregate amount of the fund's commitments under outstanding futures contracts
positions and options on futures contracts would exceed the market value of its
total assets;

      (B) The fund may not mortgage or pledge any securities owned or held by
the fund in amounts that exceed, in the aggregate, 15% of the fund's net
assets, provided that this limitation does not apply to reverse repurchase
agreements or in the case of assets deposited to provide margin or guarantee
positions in options, futures contracts, swaps, forward contracts or other
derivative instruments or the segregation of assets in connection with such
transactions;

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

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

      (E) The fund may not invest more than 15% of its net assets in illiquid
securities. This does not include securities eligible for resale pursuant to
Rule 144A under the 1933 Act, or any successor to such Rule, Section 4(2)
commercial paper or other securities for which the Board of Trustees has made a
determination of liquidity, as permitted under the 1940 Act;


                                       17
<PAGE>

      (F) The fund may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies. Limitations (i) and (ii) do not apply to
money market funds or to securities received as dividends, through offers of
exchange, or as a result of consolidation, merger or other reorganization;

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

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

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


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


                   OTHER POLICIES AND PRACTICES OF THE FUNDS

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS


The following investments are subject to limitations as set forth in each
fund's investment restrictions and policies.

FUTURES CONTRACTS. A fund may enter into futures contracts. Futures contracts
are for the purchase or sale, for future delivery, of equity or fixed-income
securities, foreign currencies or contracts based on financial indices,
including indices of U.S. government securities, foreign government securities
and equity or fixed-income securities. The IDEX AEGON Income Plus may enter
into interest rate futures contracts. These contracts are for the purchase or
sale of fixed-income securities. U.S. futures contracts are traded on exchanges
which have been designated "contract markets" by the Commodity Futures Trading
Commission ("CFTC") and must be executed through a Futures Trading Commission
merchant ("FTCM"), or brokerage firm, which is a member of the relevant
contract market. Through their clearing corporations, the exchanges guarantee
performance of the contracts as between the clearing members of the exchange.


When a fund buys or sells a futures contract, it must receive or deliver the
underlying instrument (or a cash payment based on the difference between the
underlying instrument's closing price and the price at which the contract was
entered into) at a specified price on a specified date. Transactions in futures
contracts may be made to attempt to hedge against potential changes in interest
or currency exchange rates, or the price of a security or a securities index
which might correlate with, or otherwise adversely affect, either the value of
the fund's securities or the prices of securities which the fund is considering
buying at a later date.


The buyer or seller of a futures contract is not required to deliver or pay for
the underlying instrument unless the contract is held until the delivery date.
However, both the buyer and seller are required to deposit "initial margin" for
the benefit of the FTCM when the contract is entered into. Initial margin
deposits are equal to a percentage of the contract's value, as set by the
exchange on which the contract is traded, and may be maintained in cash or
liquid assets by the fund's custodian for the benefit of the FTCM. Initial
margin payments are similar to good faith deposits or performance bonds.

Unlike margin extended by a securities broker, initial margin payments do not
constitute purchasing securities on margin for purposes of a fund's investment
limitations. If the value of either party's position declines, that party will
be required to make additional "variation margin" payments with the FTCM to
settle the change in value on a daily basis. The party that has a gain may be
entitled to receive all or a portion of this amount. In the event of the
bankruptcy of the FTCM that holds margin on behalf of a fund, that fund may be
entitled to return of the margin owed to such fund only in proportion to the
amount received by the FTCM's other customers. The fund's sub-adviser will
attempt to minimize the risk by careful monitoring of the creditworthiness of
the FTCMs


                                       18
<PAGE>

with which a fund does business and by segregating margin payments with the
custodian.


Although a fund would segregate with the custodian cash and liquid assets in an
amount sufficient to cover its open futures obligations, the segregated assets
would be available to that fund immediately upon closing out the futures
position, while settlement of securities transactions could take several days.
However, because a fund's cash that may otherwise be invested would be held
uninvested or invested in liquid assets so long as the futures position remains
open, such fund's return could be diminished due to the opportunity losses of
foregoing other potential investments.

The acquisition or sale of a futures contract may occur, for example, when a
fund holds or is considering purchasing equity or debt securities and seeks to
protect itself from fluctuations in prices or interest rates without buying or
selling those securities. For example, if stock or debt prices were expected to
decrease, a fund might sell equity index futures contracts, thereby hoping to
offset a potential decline in the value of equity securities in the fund by a
corresponding increase in the value of the futures contract position held by
that fund and thereby preventing the fund's net asset value from declining as
much as it otherwise would have.

Similarly, if interest rates were expected to rise, a fund might sell bond
index futures contracts, thereby hoping to offset a potential decline in the
value of debt securities in the fund by a corresponding increase in the value
of the futures contract position held by the fund. A fund also could seek to
protect against potential price declines by selling fund securities and
investing in money market instruments. However, since the futures market is
more liquid than the cash market, the use of futures contracts as an investment
technique allows a fund to maintain a defensive position without having to sell
fund securities.

Likewise, when prices of equity securities are expected to increase, or
interest rates are expected to fall, futures contracts may be bought to attempt
to hedge against the possibility of having to buy equity securities at higher
prices. This technique is sometimes known as an anticipatory hedge. Since the
fluctuations in the value of futures contracts should be similar to those of
equity securities, a fund could take advantage of the potential rise in the
value of equity or debt securities without buying them until the market has
stabilized. At that time, the futures contracts could be liquidated and such
fund could buy equity or debt securities on the cash market. To the extent a
fund enters into futures contracts for this purpose, the segregated assets
maintained to cover such fund's obligations (with respect to futures contracts)
will consist of liquid assets from its portfolio in an amount equal to the
difference between the contract price and the aggregate value of the initial
and variation margin payments made by that fund.


The ordinary spreads between prices in the cash and futures markets, due to
differences in the nature of those markets, are subject to distortions.


First, all participants in the futures market are subject to initial margin and
variation margin requirements. Rather than meeting additional variation margin
requirements, investors may close out futures contracts through offsetting
transactions which could distort the normal price relationship between the cash
and futures markets.

Second, the liquidity of the futures market depends on participants entering
into offsetting transactions rather than making or taking delivery. To the
extent participants decide to make or take delivery, liquidity in the futures
market could be reduced and prices in the futures market distorted.

Third, from the point of view of speculators, the margin deposit requirements
in the futures market are less onerous than margin requirements in the
securities market. Therefore, increased participation by speculators in the
futures market may cause temporary price distortions.

Due to the possibility of the foregoing distortions, a correct forecast of
general price trends by the fund manager still may not result in a successful
use of futures contracts.

Futures contracts entail risks. Although each of the funds that invests in such
contracts believes that their use will benefit the fund, if the fund
sub-adviser's investment judgment proves incorrect, the fund's overall
performance could be worse than if the fund had not entered into futures
contracts.

For example, if a fund has hedged against the effects of a possible decrease in
prices of securities held in its fund and prices increase instead, that fund
may lose part or all of the benefit of the increased value of the securities
because of offsetting losses in the fund's futures positions. In addition, if a
fund has insufficient cash, it may have to sell securities from its fund to
meet daily variation margin requirements. Those sales may, but will not
necessarily, be at increased prices which reflect the rising market and may
occur at a time when the sales are disadvantageous to the fund.

The prices of futures contracts depend primarily on the value of their
underlying instruments. Because there are


                                       19
<PAGE>

a limited number of types of futures contracts, it is possible that the
standardized futures contracts available to a fund will not exactly match that
fund's current or potential investments. A fund may buy and sell futures
contracts based on underlying instruments with different characteristics from
the securities in which it typically invests. For example, by hedging
investments in fund securities with a futures contract based on a broad index
of securities may involve a risk that the futures position will not correlate
precisely with such performance of the fund's investments.

Futures prices can also diverge from the prices of their underlying
instruments, even if the underlying instruments correlate with a fund's
investments. Futures prices are affected by factors such as: current and
anticipated short-term interest rates; changes in volatility of the underlying
instruments; and the time remaining until expiration of the contract. Those
factors may affect securities prices differently from futures prices.

Imperfect correlations between a fund's investments and its futures positions
may also result from: differing levels of demand in the futures markets and the
securities markets; from structural differences in how futures and securities
are traded; and from imposition of daily price fluctuation limits for futures
contracts.

A fund may buy or sell futures contracts with a greater or lesser value than
the securities it wishes to hedge or is considering purchasing in order to
attempt to compensate for differences in historical volatility between the
futures contract and the securities. This may not be successful in all cases.
If price changes in a fund's futures positions are poorly correlated with its
other investments, its futures positions may fail to produce desired gains or
may result in losses that are not offset by the gains in that fund's other
investments.

Because futures contracts are generally settled within a day from the date they
are closed out, compared with a settlement period of seven days for some types
of securities, the futures markets can provide superior liquidity to the
securities markets. Nevertheless, there is no assurance a liquid secondary
market will exist for any particular futures contract at any particular time.

In addition, futures exchanges may establish daily price fluctuation limits for
futures contracts and may halt trading if a contract's price moves upward or
downward more than the limit in a given day. On volatile trading days when the
price fluctuation limit is reached, it may be impossible for a fund to enter
into new positions or close out existing positions. If the secondary market for
a futures contract is not liquid because of price fluctuation limits or
otherwise, the fund may not be able to promptly liquidate unfavorable futures
positions and potentially could be required to continue to hold a futures
position until the delivery date, regardless of changes in its value. As a
result, such fund's access to other assets held to cover its futures positions
also could be impaired.

Although futures contracts by their terms call for the delivery or acquisition
of the underlying commodities, or a cash payment based on the value of the
underlying commodities, in most cases the contractual obligation is offset
before the delivery date of the contract. This is accomplished by buying, in
the case of a contractual obligation to sell, or selling, in the case of a
contractual obligation to buy, an identical futures contract on a commodities
exchange. Such a transaction cancels the obligation to make or take delivery of
the commodities.

If applicable, each fund intends to comply with guidelines of eligibility for
exclusion from the definition of the term "commodity pool operator" with the
CFTC and the National Futures Association, which regulate trading in the
futures markets. The funds will use futures contracts and related options
primarily for bona fide hedging purposes within the meaning of CFTC
regulations. In addition, the funds may hold positions in futures contracts and
related options that do not fall within the definition of bona fide hedging
transactions, provided that the aggregate initial margin and premiums required
to establish such positions will not exceed 5% of the fair market value of a
fund's net assets, after taking into account unrealized profits and unrealized
losses on any such contracts it has entered into.

IDEX Alger Aggressive Growth may not enter into a futures contract or related
option (except for closing transactions) if, immediately thereafter, the sum of
the amount of its initial margin and premiums on open futures contracts and
options thereon would exceed 5% of IDEX Alger Aggressive Growth's total assets
(taken at current value); however, in the case of an option that is
"in-the-money" at the time of the purchase, the "in-the-money" amount may be
excluded in calculating the 5% limitation.

OPTIONS ON FUTURES CONTRACTS. A fund may buy and write put and call options on
futures contracts. An option on a futures contract gives a fund the right (but
not the obligation) to buy or sell the contract at a specified price on or
before a specified date. Transactions in options on futures contracts may be
made to attempt to hedge against potential changes in interest rates or
currency exchange rates, or the price of a security or a securities index which
might correlate with, or otherwise adversely affect, either the value of the
fund's securities or the


                                       20
<PAGE>

prices of securities which the fund is considering buying at a later date.
Transactions in options on future contracts will not be made for speculation.

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

The writing of a call option on a futures contract constitutes a partial hedge
against declining prices of the security or foreign currency which is
deliverable under, or of the index comprising, the futures contract. If the
futures price at the expiration of the option is below the exercise price, a
fund will retain the full amount of the option premium which provides a partial
hedge against any decline that may have occurred in such fund's holdings.

The writing of a put option on a futures contract constitutes a partial hedge
against increasing prices of the security or foreign currency which is
deliverable under, or of the index comprising, the futures contract. If the
futures price at expiration of the option is higher than the exercise price, a
fund will retain the full amount of the option premium which provides a partial
hedge against any increase in the price of securities which that fund is
considering buying.

If a call or put option a fund has written is exercised, such fund will incur a
loss which will be reduced by the amount of the premium it received. Depending
on the degree of correlation between the change in the value of its fund
securities and changes in the value of the futures positions, that fund's
losses from existing options on futures may to some extent be reduced or
increased by changes in the value of fund securities.

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

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

OPTIONS ON SECURITIES. In an effort to increase current income and to reduce
fluctuations in net asset value, each of the funds, other than IDEX AEGON Tax
Exempt and IDEX AEGON Income Plus, may write covered put and call options and
buy put and call options on securities that are traded on United States and
foreign securities exchanges, and over-the-counter. A fund also may write call
options that are not covered for cross-hedging purposes. A fund may write and
buy options on the same types of securities that the fund may purchase
directly. There are no specific limitations on a fund's writing and buying of
options on securities.

A put option gives the holder the right, upon payment of a premium, to deliver
a specified amount of a security to the writer of the option on or before a
fixed date at a predetermined price. A call option gives the holder the right,
upon payment of a premium, to call upon the writer to deliver a specified
amount of a security on or before a fixed date at a predetermined price.

A put option written by a fund is "covered" if the fund: (i) segregates cash
not available for investment or other liquid assets with a value equal to the
exercise price with its custodian; or (ii) continues to own an equivalent
number of puts of the same "series" (that is, puts on the same underlying
securities having the same exercise prices and expiration dates as those
written by the fund), or an equivalent number of puts of the same "class" (that
is, puts on the same underlying securities) with exercise prices greater than
those it has written (or if the exercise prices of the puts it holds are less
than the exercise prices of those it has written, the difference is segregated
with the custodian).

The premium paid by the buyer of an option will reflect, among other things,
the relationship of the exercise price to the market price and the volatility
of the underlying security, the remaining term of the option, supply and demand
and interest rates.

A call option written by a fund is "covered" if the fund owns the underlying
security covered by the call or has an absolute and immediate right to acquire
that security without additional cash consideration (or has segregated
additional cash with its custodian) upon conversion or exchange of other
securities held in its fund. A call option written by a fund is also deemed to
be covered: (i) if that fund holds a call at the same exercise price for the
same exercise period and on the same securities as the call


                                       21
<PAGE>

written; (ii) in the case of a call on a stock index, if the fund owns a fund
of securities substantially replicating the movement of the index underlying
the call option; or (iii) if at the time the call is written an amount of cash,
U.S. government securities or other liquid assets equal to the fluctuating
market value of the optioned securities is segregated with the custodian.

A fund may also write call options that are not covered for cross-hedging
purposes. A fund collateralizes its obligation under a written call option for
cross-hedging purposes by segregating cash or other liquid assets in an amount
not less than the market value of the underlying security, marked-to-market
daily. A fund would write a call option for cross-hedging purposes, instead of
writing a covered call option, when the premium to be received from the
cross-hedge transaction would exceed that which would be received from writing
a covered call option and the fund manager believes that writing the option
would achieve the desired hedge.

If a put or call option written by a fund were exercised, the fund would be
obligated to buy or sell the underlying security at the exercise price. Writing
a put option involves the risk of a decrease in the market value of the
underlying security, in which case the option could be exercised and the
underlying security would then be sold by the option holder to the fund at a
higher price than its current market value. Writing a call option involves the
risk of an increase in the market value of the underlying security, in which
case the option could be exercised and the underlying security would then be
sold by the fund to the option holder at a lower price than its current market
value. Those risks could be reduced by entering into an offsetting transaction.
A fund retains the premium received from writing a put or call option whether
or not the option is exercised.

The writer of an option may have no control when the underlying security must
be sold, in the case of a call option, or bought, in the case of a put option,
since with regard to certain options, the writer may be assigned an exercise
notice at any time prior to the termination of the obligation. Whether or not
an option expires unexercised, the writer retains the amount of the premium.

This amount, of course, may, in the case of a covered call option, be offset by
a decline in the market value of the underlying security during the option
period. If a call option is exercised, the writer experiences a profit or loss
from the sale of the underlying security. If a put option is exercised, the
writer must fulfill the obligation to buy the underlying security at the
exercise price, which will usually exceed the then market value of the
underlying security.

The writer of an option that wishes to terminate its obligation may effect a
"closing purchase transaction." This is accomplished by buying an option of the
same series as the option previously written. The effect of the purchase is
that the writer's position will be canceled by the clearing corporation.
However, a writer may not effect a closing purchase transaction after being
notified of the exercise of an option. Likewise, an investor who is the holder
of an option may liquidate its position by effecting a "closing sale
transaction." This is accomplished by selling an option of the same series as
the option previously bought. There is no guarantee that either a closing
purchase or a closing sale transaction can be effected.


In the case of a written call option, effecting a closing transaction will
permit a fund to write another call option on the underlying security with
either a different exercise price or expiration date or both. In the case of a
written put option, such transaction will permit the fund to write another put
option to the extent that the exercise price thereof is secured by other
deposited liquid assets. Effecting a closing transaction also will permit the
cash or proceeds from the concurrent sale of any securities subject to the
option to be used for other fund investments. If a fund desires to sell a
particular security on which the fund has written a call option, such fund will
effect a closing transaction prior to or concurrent with the sale of the
security.


A fund will realize a profit from a closing transaction if the price of a
purchase transaction is less than the premium received from writing the option
or the price received from a sale transaction is more than the premium paid to
buy the option. The fund will realize a loss from a closing transaction if the
price of the purchase transaction is more than the premium received from
writing the option or the price received from a sale transaction is less than
the premium paid to buy the option. Because increases in the market price of a
call option will generally reflect increases in the market price of the
underlying security, any loss resulting from the repurchase of a call option is
likely to be offset in whole or in part by appreciation of the underlying
security owned by the fund.

An option position may be closed out only where a secondary market for an
option of the same series exists. If a secondary market does not exist, a fund
may not be able to effect closing transactions in particular options and that
fund would have to exercise the options in order


                                       22
<PAGE>

to realize any profit. If a fund is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
security until the option expires or it delivers the underlying security upon
exercise. Reasons for the absence of a liquid secondary market may include the
following: (i) there may be insufficient trading interest in certain options;
(ii) restrictions may be imposed by a national securities exchange on which the
option is traded ("Exchange") on opening or closing transactions or both; (iii)
trading halts, suspensions or other restrictions may be imposed with respect to
particular classes or series of options or underlying securities; (iv) unusual
or unforeseen circumstances may interrupt normal operations on an Exchange; (v)
the facilities of an Exchange or the Options Clearing Corporation ("OCC") may
not at all times be adequate to handle current trading volume; or (vi) one or
more Exchanges could, for economic or other reasons, decide or be compelled at
some future date to discontinue the trading of options (or a particular class
or series of options). In that case, the secondary market on that Exchange (or
in that class or series of options) would cease to exist, although outstanding
options on that Exchange that had been issued by the OCC as a result of trades
on that Exchange would continue to be exercisable in accordance with their
terms.

A fund may, subject to its investment restrictions, write options in connection
with buy-and-write transactions. In other words, the fund may buy a security
and then write a call option against that security. The exercise price of such
call will depend upon the expected price movement of the underlying security.
The exercise price of a call option may be below ("in-the-money"), equal to
("at-the-money"), or above ("out-of-the-money") the current value of the
underlying security at the time the option is written.

Buy-and-write transactions using "in-the-money" call options may be used when
it is expected that the price of the underlying security will remain flat or
decline moderately during the option period. Buy-and-write transactions using
"at-the-money" call options may be used when it is expected that the price of
the underlying security will remain fixed or advance moderately during the
option period. Buy-and-write transactions using "out-of-the-money" call options
may be used when it is expected that the premiums received from writing the
call option plus the appreciation in the market price of the underlying
security up to the exercise price will be greater than the appreciation in the
price of the underlying security alone.

If the call options are exercised in such transactions, the fund's maximum gain
will be the premium received by it for writing the option, adjusted upwards or
downwards by the difference between that fund's purchase price of the security
and the exercise price. If the options are not exercised and the price of the
underlying security declines, the amount of such decline will be offset by the
amount of premium received.

The writing of covered put options is similar in terms of risk and return
characteristics to buy-and-write transactions. If the market price of the
underlying security rises or otherwise is above the exercise price, the put
option will expire worthless and a fund's gain will be limited to the premium
received. If the market price of the underlying security declines or otherwise
is below the exercise price, a fund may elect to close the position or take
delivery of the security at the exercise price and that fund's return will be
the premium received from the put options minus the amount by which the market
price of the security is below the exercise price.

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

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

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

Although they entitle the holder to buy equity securities, warrants on and
options to purchase equity securities do not entitle the holder to dividends or
voting rights with


                                       23
<PAGE>

respect to the underlying securities, nor do they represent any rights in the
assets of the issuer of those securities.

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

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

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

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

OPTIONS ON FOREIGN CURRENCIES. Subject to any investment restrictions, a fund
may buy and write options on foreign currencies in a manner similar to that in
which futures contracts or forward contracts on foreign currencies will be
utilized. For example, a decline in the U.S. dollar value of a foreign currency
in which fund securities are denominated will reduce the U.S. dollar value of
such securities, even if their value in the foreign currency remains constant.
In order to protect against such diminutions in the value of fund securities, a
fund may buy put options on the foreign currency. If the value of the currency
declines, such fund will have the right to sell such currency for a fixed
amount in U.S. dollars and will offset, in whole or in part, the adverse effect
on its portfolio.

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

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

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


                                       24
<PAGE>

which might otherwise have been obtained from favorable movements in exchange
rates.

A fund may write covered call options on foreign currencies. A call option
written on a foreign currency by a fund is "covered" if that fund owns the
underlying foreign currency covered by the call or has an absolute and
immediate right to acquire that foreign currency without additional cash
consideration (or for additional cash consideration that is segregated by its
custodian) upon conversion or exchange of other foreign currency held in its
fund. A call option is also covered if: (i) the fund holds a call at the same
exercise price for the same exercise period and on the same currency as the
call written; or (ii) at the time the call is written, an amount of cash, U.S.
government securities or other liquid assets equal to the fluctuating market
value of the optioned currency is segregated with the custodian.

A fund may write call options on foreign currencies for cross-hedging purposes
that would not be deemed to be covered. A call option on a foreign currency is
for cross-hedging purposes if it is not covered but is designed to provide a
hedge against a decline due to an adverse change in the exchange rate in the
U.S. dollar value of a security which the fund owns or has the right to acquire
and which is denominated in the currency underlying the option. In such
circumstances, a fund collateralizes the option by segregating cash or other
liquid assets in an amount not less than the value of the underlying foreign
currency in U.S. dollars marked-to-market daily.

FORWARD CONTRACTS. A forward contract is an agreement between two parties in
which one party is obligated to deliver a stated amount of a stated asset at a
specified time in the future, and the other party is obligated to pay a
specified invoice amount for the assets at the time of delivery. A fund may
enter into forward contracts to purchase and sell government securities,
foreign currencies or other financial instruments. Forward contracts generally
are traded in an interbank market conducted directly between traders (usually
large commercial banks) and their customers. Unlike futures contracts, which
are standardized contracts, forward contracts can be specifically drawn to meet
the needs of the parties that enter into them. The parties to a forward
contract may agree to offset or terminate the contract before its maturity, or
may hold the contract to maturity and complete the contemplated exchange.


The following discussion summarizes a fund's principal uses of forward foreign
currency exchange contracts ("forward currency contracts").

A fund may enter into forward currency contracts with stated contract values of
up to the value of that fund's assets. A forward currency contract is an
obligation to buy or sell an amount of a specified currency for an agreed upon
price (which may be in U.S. dollars or another currency). A fund will exchange
foreign currencies for U.S. dollars and for other foreign currencies in the
normal course of business.


They may buy and sell currencies through forward currency contracts in order to
fix a price for securities it has agreed to buy or sell ("transaction hedge").
A fund also may hedge some or all of its investments denominated in foreign
currency, or exposed to foreign currency fluctuations against a decline in the
value of that currency relative to the U.S. dollar. This is accomplished by
entering into forward currency contracts to sell an amount of that currency (or
a proxy currency whose performance is expected to replicate or exceed the
performance of that currency relative to the U.S. dollar) approximating the
value of some or all of its fund securities denominated in that currency
("position hedge"), or by participating in options or futures contracts with
respect to the currency.

A fund also may enter into a forward currency contract with respect to a
currency where such fund is considering the purchase or sale of investments
denominated in that currency but has not yet selected the specific investments
("anticipatory hedge"). In any of these circumstances a fund may,
alternatively, enter into a forward currency contract to purchase or sell one
foreign currency for a second currency that is expected to perform more
favorably relative to the U.S. dollar if the fund's sub-adviser believes there
is a reasonable degree of correlation between movements in the two currencies
("cross-hedge").

These types of hedging seek to minimize the effect of currency appreciation as
well as depreciation, but do not eliminate fluctuations in the underlying U.S.
dollar equivalent value of the proceeds of, or rates of return on, a fund's
foreign currency denominated fund securities.


The matching of the increase in value of a forward currency contract and the
decline in the U.S. dollar equivalent value of the foreign currency denominated
asset that is the subject of the hedge generally will not be precise. Shifting
a fund's currency exposure from one foreign currency to another removes that
fund's opportunity to profit from increases in the value of the original
currency and involves a risk of increased losses to such fund if the fund's
sub-adviser's position projection of future exchange rates is inaccurate. Proxy
hedges and cross-hedges may result in losses if the currency used



                                       25
<PAGE>

to hedge does not perform similarly to the currency in which hedged securities
are denominated. Unforeseen changes in currency prices may result in poorer
overall performance for a fund than if it had not entered into such contracts.

A fund will cover outstanding forward currency contracts by maintaining liquid
fund securities denominated in the currency underlying the forward contract or
the currency being hedged. To the extent that a fund is not able to cover its
forward currency positions with underlying fund securities, its custodian will
segregate cash or other liquid assets having a value equal to the aggregate
amount of such fund's commitments under forward contracts entered into with
respect to position hedges, cross-hedges and anticipatory hedges. If the value
of the securities used to cover a position or the value of segregated assets
declines, the fund will find alternative cover or segregate additional cash or
other liquid assets on a daily basis so that the value of the covered and
segregated assets will be equal to the amount of a fund's commitments with
respect to such contracts.


As an alternative to segregating assets, a fund may buy call options permitting
the fund to buy the amount of foreign currency being hedged by a forward sale
contract, or a fund may buy put options permitting it to sell the amount of
foreign currency subject to a forward buy contract.

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


SWAPS AND SWAP-RELATED PRODUCTS. In order to attempt to protect the value of
its investments from interest rate or currency exchange rate fluctuations, a
fund may, subject to its investment restrictions, enter into interest rate and
currency exchange rate swaps, and may buy or sell interest rate and currency
exchange rate caps and floors. A fund's sub-adviser may enter into these
transactions primarily to attempt to preserve a return or spread on a
particular investment or portion of its portfolio. A fund also may enter into
these transactions to attempt to protect against any increase in the price of
securities the fund may consider buying at a later date.

The funds do not intend to use these transactions as a speculative investment.
Interest rate swaps involve the exchange by a fund with another party of their
respective commitments to pay or receive interest, E.G., an exchange of
floating rate payments for fixed rate payments. The exchange commitments can
involve payments to be made in the same currency or in different currencies.
The purchase of an interest rate cap entitles the purchaser, to the extent that
a specified index exceeds a predetermined interest rate, to receive payments of
interest on a contractually based principal amount from the party selling the
interest rate cap. The purchase of an interest rate floor entitles the
purchaser, to the extent that a specified index falls below a predetermined
interest rate, to receive payments of interest on a contractually based
principal amount from the party selling the interest rate floor.

A fund, subject to its investment restrictions, enters into interest rate
swaps, caps and floors on either an asset-based or liability-based basis,
depending upon whether it is hedging its assets or its liabilities, and will
usually enter into interest rate swaps on a net basis (I.E., the two payment
streams are netted out, with a fund receiving or paying, as the case may be,
only the net amount of the two payments). The net amount of the excess, if any,
of a fund's obligations over its entitlements with respect to each interest
rate swap, will be calculated on a daily basis. An amount of cash or other
liquid assets having an aggregate net asset at least equal to the accrued
excess will be segregated by its custodian.

If a fund enters into an interest rate swap on other than a net basis, it will
maintain a segregated account in the full amount accrued on a daily basis of
its obligations with respect to the swap. A fund will not enter into any
interest rate swap, cap or floor transaction unless the unsecured senior debt
or the claims-paying ability of the other party thereto is rated in one of the
three highest rating categories of at least one nationally recognized
statistical rating organization at the time of entering into such transaction.
A fund's sub-adviser will monitor the creditworthiness of all counterparties on
an ongoing basis. If there is a default by the other party to such a
transaction, the fund will have contractual remedies pursuant to the agreements
related to the transaction.

The swap market has grown substantially in recent years with a large number of
banks and investment banking firms acting both as principals and as agents
utilizing standardized swap documentation. The sub-advisers have determined
that, as a result, the swap market has become relatively liquid. Caps and
floors are more recent innovations for which standardized documentation has not
yet been developed and, accordingly, they are less liquid than swaps. To the
extent a fund


                                       26
<PAGE>

sells (i.e., writes) caps and floors, it will segregate cash or other liquid
assets having an aggregate net asset value at least equal to the full amount,
accrued on a daily basis, of its obligations with respect to any caps or
floors.

There is no limit on the amount of interest rate swap transactions that may be
entered into by a fund, unless so stated in its investment objectives, although
none of the funds presently intends to engage in such transactions in excess of
5% of its total assets. These transactions may in some instances involve the
delivery of securities or other underlying assets by a fund or its counterparty
to collateralize obligations under the swap.

Under the documentation currently used in those markets, the risk of loss with
respect to interest rate swaps is limited to the net amount of the interest
payments that a fund is contractually obligated to make. If the other party to
an interest rate swap that is not collateralized defaults, a fund would risk
the loss of the net amount of the payments that it contractually is entitled to
receive. A fund may buy and sell (I.E., write) caps and floors without
limitation, subject to the segregation requirement described above.

In addition to the instruments, strategies and risks described in this SAI and
in the prospectus, there may be additional opportunities in connection with
options, futures contracts, forward currency contracts and other hedging
techniques that become available as a fund's sub-adviser develops new
techniques, as regulatory authorities broaden the range of permitted
transactions, and as new instruments are developed. The funds' sub-advisers may
use these opportunities to the extent they are consistent with each fund's
investment objective and as are permitted by a fund's investment limitations
and applicable regulatory requirements.


INDEX OPTIONS. In seeking to hedge all or a portion of its investments, a fund
may purchase and write put and call options on securities indices listed on
U.S. or foreign securities exchanges or traded in the over-the-counter market,
which indices include securities held in the funds. The funds with such option
writing authority may write only covered options. A fund may also use
securities index options as a means of participating in a securities market
without making direct purchases of securities.

A securities index measures the movement of a certain group of securities by
assigning relative values to the securities included in the index. Options on
securities indices are generally similar to options on specific securities.
Unlike options on securities, however, options on securities indices do not
involve the delivery on an underlying security; the option in the case of an
option on a securities index represents the holder's right to obtain from the
writer in cash a fixed multiple of the amount by which the exercise price
exceeds (in the case of a call) or is less than (in the case of a put) the
closing value of the underlying securities index on the exercise date. A fund
may purchase and write put and call options on securities indices or securities
index futures contracts that are traded on a U.S. exchange or board of trade or
a foreign exchange, to the extent permitted under rules and interpretations of
the CFTC, as a hedge against changes in market conditions and interest rates,
and for duration management, and may enter into closing transactions with
respect to those options to terminate existing positions. A securities index
fluctuates with changes in the market values of the securities included in the
index. Securities index options may be based on a broad or narrow market index
or on an industry or market segment.

The delivery requirements of options on securities indices differ from options
on securities. Unlike a securities option, which contemplates the right to take
or make delivery of securities at a specified price, an option on a securities
index gives the holder the right to receive a cash "exercise settlement amount"
equal to (i) the amount, if any, by which the fixed exercise price of the
option exceeds (in the case of a put) or is less than (in the case of a call)
the closing value of the underlying index on the date of exercise, multiplied
by (ii) a fixed "index multiplier." Receipt of this cash amount will depend
upon the closing level of the securities index upon which the option is based
being greater than, in the case of a call, or less than, in the case of a put,
the exercise price of the option. The amount of cash received will be equal to
the difference between the closing price of the index and the exercise price of
the option expressed in dollars times a specified multiple. The writer of the
option is obligated, in return for the premium received, to make delivery of
this amount. The writer may offset its position in securities index options
prior to expiration by entering into a closing transaction on an exchange or it
may allow the option to expire unexercised.

The effectiveness of purchasing or writing securities index options as a
hedging technique will depend upon the extent to which price movements in the
portion of a securities portfolio being hedged correlate with price movements
of the securities index selected. Because the value of an index option depends
upon movements in the level of the index rather than the price of a particular
security, whether a fund realizes a gain or loss from


                                       27
<PAGE>

the purchase of writing of options on an index depends upon movements in the
level of prices in the market generally or, in the case of certain indices, in
an industry or market segment, rather than movements in the price of a
particular security. As a result, successful use by a fund of options on
securities indices is subject to the sub-adviser's ability to predict correctly
movements in the direction of the market generally or of a particular industry.
This ability contemplates different skills and techniques from those used in
predicting changes in the price of individual securities.

Securities index options are subject to position and exercise limits and other
regulations imposed by the exchange on which they are traded. The ability of a
fund to engage in closing purchase transactions with respect to securities
index options depends on the existence of a liquid secondary market. Although a
fund will generally purchase or write securities index options only if a liquid
secondary market for the options purchased or sold appears to exist, no such
secondary market may exist, or the market may cease to exist at some future
date, for some options. No assurance can be given that a closing purchase
transaction can be effected when the sub-adviser desires that a fund engage in
such a transaction.

WEBS AND OTHER INDEX-RELATED SECURITIES. A fund may invest in shares of an
investment company whose shares are known as "World Equity Benchmark Shares" or
"WEBS." WEBS have been listed for trading on the American Stock Exchange, Inc.
The funds also may invest in the CountryBaskets Index Fund, Inc., or another
fund the shares of which are the substantial equivalent of WEBS. A fund may
invest in S&P Depositary Receipts, or "SPDRs." SPDRs are securities that
represent ownership in a long-term unit investment trust that holds a portfolio
of common stocks designed to track the performance of the S&P 500 Index. A fund
investing in a SPDR would be entitled to the dividends that accrue to the S&P
500 stocks in the underlying portfolio, less trust expenses.


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

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

A fund's ability to dispose of its positions in the foregoing instruments will
depend on the availability of liquid markets in the instruments. Markets in a
number of the instruments are relatively new and still developing, and it is
impossible to predict the amount of trading interest that may exist in those
instruments in the future.

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


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


                                       28
<PAGE>

ADDITIONAL RISKS OF OPTIONS ON FOREIGN CURRENCIES, FORWARD CONTRACTS AND
FOREIGN INSTRUMENTS. Unlike transactions entered into by a fund in futures
contracts, options on foreign currencies and forward contracts are not traded
on contract markets regulated by the CFTC or (with the exception of certain
foreign currency options) by the SEC. To the contrary, such instruments are
traded through financial institutions acting as market-makers, although foreign
currency options are also traded on certain national securities exchanges, such
as the Philadelphia Stock Exchange and the Chicago Board Options Exchange,
subject to SEC regulation.

Options on currencies may be traded over-the-counter. In an over-the-counter
trading environment, many of the protections afforded to exchange participants
will not be available. For example, there are no daily price fluctuation
limits, and adverse market movements could therefore continue to an unlimited
extent over a period of time. Although the buyer of an option cannot lose more
than the amount of the premium plus related transaction costs, this entire
amount could be lost. Moreover, an option writer and a buyer or seller of
futures or forward contracts could lose amounts substantially in excess of any
premium received or initial margin or collateral posted due to the potential
additional margin and collateral requirements associated with such positions.

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

The purchase and sale of exchange-traded foreign currency options, however, is
subject to the risks of the availability of a liquid secondary market described
above, as well as the risks regarding adverse market movements, margining of
options written, the nature of the foreign currency market, possible
intervention by governmental authorities and the effects of other political and
economic events.

In addition, exchange-traded options on foreign currencies involve certain
risks not presented by the over-the-counter market. For example, exercise and
settlement of such options must be made exclusively through the OCC, which has
established banking relationships in applicable foreign countries for this
purpose. As a result, the OCC may, if it determines that foreign government
restrictions or taxes would prevent the orderly settlement of foreign currency
option exercises, or would result in undue burdens on the OCC or its clearing
member, impose special procedures on exercise and settlement. These include
such things as technical changes in the mechanics of delivery of currency, the
fixing of dollar settlement prices or prohibitions on exercise.


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


OTHER INVESTMENT COMPANIES

Subject to its investment restrictions, a fund may invest in securities issued
by other investment companies as permitted. A fund may indirectly bear a
portion of any investment advisory fees and expenses paid by funds in which it
invests, in addition to the advisory fees and expenses paid by the fund.


GEI SHORT-TERM INVESTMENT FUND

The IDEX GE/Scottish Equitable Internation Equity fund may invest in the GEI
Short-Term Investment Fund (the "Investment Fund"), an investment fund created
specifically to serve as a vehicle for the collective investment of cash
balances of accounts advised by GEIM or its affiliate, General Electric
Investment Corporation. The Investment Fund invests exclusively in certain
money market instruments. More particularly, the Investment Fund may invest in:
(i) securities issued or guaranteed by the U.S. government or one of its
agencies or instrumentalities, (ii) debt obligations of banks, savings and loan
institutions, insurance companies and mortgage bankers, (iii) commercial paper
and notes, including those with variable and floating rates of interest, (iv)
debt


                                       29
<PAGE>

obligations of foreign branches of foreign banks, (v) debt obligations issued
or guaranteed by one or more foreign governments or any of their political
subdivisions, agencies or instrumentalities, including obligations of
supranational entities, (vi) debt securities issued by foreign issuers and
(vii) repurchase agreements. The Investment Fund is advised by GEIM. No
advisory fee is charged by GEIM to the Investment Fund, nor will the IDEX
GE/Scottish Equitable International Equity fund incur any sales charge,
redemption fee, distribution fee or service fee in connection with its
investments in the Investment Fund.

WHEN-ISSUED, DELAYED SETTLEMENT AND FORWARD DELIVERY SECURITIES

Securities may be purchased and sold on a "when-issued," "delayed settlement,"
or "forward (delayed) delivery" basis.

"When-issued" or "forward delivery" refers to securities whose terms are
available, and for which a market exists, but which are not available for
immediate delivery. When-issued or forward delivery transactions may be
expected to occur a month or more before delivery is due.

A fund may engage in when-issued transactions to obtain what is considered to
be an advantageous price and yield at the time of the transaction. When a fund
engages in when-issued or forward delivery transactions, it will do so for the
purpose of acquiring securities consistent with its investment objective and
policies and not for the purpose of investment leverage.

"Delayed settlement" is a term used to describe settlement of a securities
transaction in the secondary market which will occur sometime in the future. No
payment or delivery is made by a fund until it receives payment or delivery
from the other party for any of the above transactions.

The fund will segregate with its custodian cash, U.S. government securities or
other liquid assets at least equal to the value or purchase commitments until
payment is made. The segregated securities will either mature or, if necessary,
be sold on or before the settlement date. Typically, no income accrues on
securities purchased on a delayed delivery basis prior to the time delivery of
the securities is made, although a fund may earn income on securites it has
segregated to collateralize its delayed delivery purchases.

New issues of stocks and bonds, private placements and U.S. government
securities may be sold in this manner.

                                 RISK FACTORS

At the time of settlement, the market value of the security may be more or less
than the purchase price. A fund bears the risk of such market value
fluctuations. These transactions also involve the risk that the other party
to the transaction may default on its obligation to make payment or delivery.
As a result, the fund may be delayed or prevented from completing the
transaction and may incur additional costs as a consequence of the delay.


ZERO COUPON, PAY-IN-KIND AND STEP COUPON SECURITIES


Subject to its investment restrictions, a fund may invest in zero coupon,
pay-in-kind and step-coupon securities. Zero-coupon bonds are issued and traded
at a discount from their face value. They do not entitle the holder to any
periodic payment of interest prior to maturity. Step coupon bonds trade at a
discount from their face value and pay coupon interest. The coupon rate is low
for an initial period and then increases to a higher coupon rate thereafter.
The discount from the face amount or par value depends on the time remaining
until cash payments begin, prevailing interest rates, liquidity of the security
and the perceived credit quality of the issuer. Pay-in-kind bonds give the
issuer an option to pay cash at a coupon payment date or give the holder of the
security a similar bond with the same coupon rate and a face value equal to the
amount of the coupon payment that would have been made. The IDEX JCC Flexible
Income may also invest in "strips," which are debt securities that are stripped
of their interest after the securities are issued, but otherwise are comparable
to zero coupon bonds.

Current federal income tax law requires holders of zero-coupon securities and
step-coupon securities to report the portion of the original issue discount on
such securities that accrues that year as interest income, even though the
holders receive no cash payments of interest during the year. In order to
qualify as a "regulated investment company" under the Internal Revenue Code of
1986 ("Code"), a fund must distribute its investment company taxable income,
including the original issue discount accrued on zero-coupon or step-coupon
bonds. Because it will not receive cash payments on a current basis in respect
of accrued original-issue discount on zero-coupon bonds or step-coupon bonds
during the period before interest payments begin, in some years a fund may have
to distribute cash obtained from other sources in order to satisfy the
distribution requirements under the Code. A fund might obtain such cash from
selling other portfolio holdings. These actions may



                                       30
<PAGE>

reduce the assets to which fund expenses could be allocated and may reduce the
rate of return for such fund. In some circumstances, such sales might be
necessary in order to satisfy cash distribution requirements even though
investment considerations might otherwise make it undesirable for a fund to
sell the securities at the time.

Generally, the market prices of zero-coupon bonds and strip securities are more
volatile than the prices of securities that pay interest periodically in cash
and they are likely to respond to changes in interest rates to a greater degree
than other types of debt securities having similar maturities and credit
quality.

INCOME PRODUCING SECURITIES

IDEX JCC Flexible Income focuses its investments in income-producing
securities.

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

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


      DISPOSITION OF FUND SECURITIES. IDEX JCC Flexible Income generally
      intends to purchase securities for which its sub-adviser expects an
      active market to be maintained, defaulted securities may be less actively
      traded than other securities making it more difficult to dispose of
      substantial holdings of such securities at prevailing market prices. IDEX
      JCC Flexible Income will limit its holdings of any such securities to
      amounts that the sub-adviser believes could be readily sold, and its
      holdings of such securities would, in any event, be limited so as not to
      limit IDEX JCC Flexible Income's ability to readily dispose of its
      securities to meet redemptions.


      OTHER. Defaulted securities require active monitoring and may, at times,
      require participation in bankruptcy or receivership proceedings on behalf
      of the IDEX JCC Flexible Income.

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

      VARIABLE AND FLOATING RATE OBLIGATIONS. These types of securities are
      relatively long-term instruments that often carry demand features
      permitting the holder to demand payment of principal at any time or at
      specified intervals prior to maturity.

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

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

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

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

LENDING OF FUND SECURITIES


Subject to any applicable investment restriction relating to lending, a fund
may lend securities from its portfolio. Under applicable regulatory
requirements (which are subject to change), the following conditions apply to
securities loans: a) the loan must be continuously secured by liquid assets
maintained on a current basis in an amount at least equal to the market value
of the securities loaned; b) a fund must receive any dividends or interest paid
by the issuer on such securities; c) a fund must have the right to call the
loan and obtain the securities loaned at any time upon notice of not more


                                       31
<PAGE>

than five business days, including the right to call the loan to permit voting
of the securities; and d) a fund must receive either interest from the
investment of collateral or a fixed fee from the borrower. Securities loaned by
a fund remain subject to fluctuations in market value. A fund may pay
reasonable finders, custodian and administrative fees in connection with a
loan. Securities lending, as with other extensions of credit, involves the risk
that the borrower may default. Although securities loans will be fully
collateralized at all times, a fund may experience delays in, or be prevented
from, recovering the collateral. During a period that a fund seeks to enforce
its rights against the borrower, the collateral and the securities loaned
remain subject to fluctuations in market value. A fund may also incur expenses
in enforcing its rights. If a fund has sold the loaned security, it may not be
able to settle the sale of the security and may incur potential liability to
the buyer of the security on loan for its costs to cover the purchase. A fund
will not lend securities to any adviser or sub-adviser to the funds or their
affiliates. By lending its securities, a fund can increase its income by
continuing to receive interest or dividends on the loaned securities as well as
by either investing the cash collateral in short-term securities or by earning
income in the form of interest paid by the borrower when U.S. government
securities are used as collateral.


JOINT TRADING ACCOUNTS

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

ILLIQUID SECURITIES


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


REPURCHASE AND REVERSE REPURCHASE AGREEMENTS


Subject to its investment restrictions, a fund may enter into repurchase and
reverse repurchase agreements. In a repurchase agreement, a fund purchases a
security and simultaneously commits to resell that security to the seller at an
agreed upon price on an agreed upon date within a number of days (usually not
more than seven) from the date of purchase. The resale price reflects the
purchase price plus an agreed upon incremental amount which is unrelated to the
coupon rate or maturity of the purchased security. A repurchase agreement
involves the obligation of the seller to pay the agreed upon price, which
obligation is in effect secured by the value (at least equal to the amount of
the agreed upon resale price and marked-to-market daily) of the underlying
security or collateral. A fund may engage in a repurchase agreement with
respect to any security in which it is authorized to invest. While it does not
presently appear possible to eliminate all risks from these transactions
(particularly the possibility of a decline in the market value of the
underlying securities, as well as delays

                                       32
<PAGE>

and costs to a fund in connection with bankruptcy proceedings), it is the
policy of each fund to limit repurchase agreements to those parties whose
creditworthiness has been reviewed and found satisfactory by the sub-adviser
for that fund and approved by the Board of Trustees. In addition, the funds
currently intend to invest primarily in repurchase agreements collateralized by
cash, U.S. government securities, or money market instruments whose value
equals at least 100% of the repurchase price, marked-to-market daily.


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

The IDEX Goldman Sachs Growth may, together with other registered investment
companies managed by GSAM or its affiliates, transfer uninvested cash balances
into a single joint account, the daily aggregate balance of which will be
invested in one or more repurchase agreements.

PASS-THROUGH SECURITIES


Each of the funds may, in varying degrees, invest in various types of
pass-through securities, such as mortgage-backed securities, asset-backed
securities and participation interests. A pass-through security is a share or
certificate of interest in a pool of debt obligations that has been repackaged
by an intermediary, such as a bank or broker-dealer. The purchaser receives an
undivided interest in the underlying pool of securities. The issuers of the
underlying securities make interest and principal payments to the intermediary
which are passed through to purchasers, such as the funds.


The most common type of pass-through securities are mortgage-backed securities.
Government National Mortgage Association ("GNMA") Certificates are mortgage-
backed securities that evidence an undivided interest in a pool of mortgage
loans. GNMA Certificates differ from traditional bonds in that principal is
paid back monthly by the borrowers over the term of the loan rather than
returned in a lump sum at maturity. A fund will generally purchase "modified
pass-through" GNMA Certificates, which entitle the holder to receive a share of
all interest and principal payments paid and owned on the mortgage pool, net of
fees paid to the "issuer" and GNMA, regardless of whether or not the mortgagor
actually makes the payment. GNMA Certificates are backed as to the timely
payment of principal and interest by the full faith and credit of the U.S.
government.

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

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

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


                                       33
<PAGE>

pay interest at maturity (as is the case with Treasury bills or zero-coupon
bonds).

Asset-backed securities represent interests in pools of consumer loans and are
backed by paper or accounts receivables originated by banks, credit card
companies or other providers of credit. Generally, the originating bank or
credit provider is neither the obligor or guarantor of the security and
interest and principal payments ultimately depend upon payment of the
underlying loans by individuals. Tax-exempt asset-backed securities include
units of beneficial interests in pools of purchase contracts, financing leases,
and sales agreements that may be created when a municipality enters into an
installment purchase contract or lease with a vendor. Such securities may be
secured by the assets purchased or leased by the municipality; however, if the
municipality stops making payments, there generally will be no recourse against
the vendor. The market for tax-exempt asset-backed securities is still
relatively new. These obligations are likely to involve unscheduled prepayments
of principal.

HIGH YIELD/HIGH-RISK BONDS


High-yield/high-risk bonds, below investment grade securities (commonly known
as "junk bonds") involve significant credit and liquidity concerns and
fluctuating yields, and are not suitable for short-term investing. Higher
yields are ordinarily available on fixed-income securities which are unrated or
are rated in the lower rating categories of recognized rating services such as
Moody's and Standard & Poor's.


Lower rated bonds also involve the risk that the issuer will not make interest
or principal payments when due. In the event of an unanticipated default, a
fund owning such bonds would experience a reduction in its income, and could
expect a decline in the market value of the securities so affected. Such funds,
furthermore, may incur additional costs in seeking the recovery of the
defaulted securities. More careful analysis of the financial condition of each
issuer of lower rated securities is therefore necessary. During an economic
downturn or substantial period of rising interest rates, highly leveraged
issuers may experience financial stress which would adversely affect their
ability to service their principal and interest payments obligations, to meet
projected business goals and to obtain additional financing.

The market prices of lower grade securities are generally less sensitive to
interest rate changes than higher rated investments, but more sensitive to
adverse economic or political changes or individual developments specific to
the issuer. Periods of economic or political uncertainty and change can be
expected to result in volatility of prices of these securities. Since the last
major economic recession, there has been a substantial increase in the use of
high-yield debt securities to fund highly leveraged corporate acquisitions and
restructurings, so past experience with high-yield securities in a prolonged
economic downturn may not provide an accurate indication of future performance
during such periods. Lower rated securities also may have less liquid markets
than higher rated securities, and their liquidity as well as their value may be
more severely affected by adverse economic conditions. Adverse publicity and
investor perceptions as well as new or proposed laws may also have a greater
negative impact on the market for lower rated bonds.

Unrated securities are not necessarily of lower quality than rated securities,
but the markets for lower rated and nonrated securities are more limited than
those in which higher rated securities are traded. In addition, an economic
downturn or increase in interest rates is likely to have a greater negative
effect on: (i) the market for lower rated and nonrated securities; (ii) the
value of high yield debt securities held by a fund; (iii) the new asset value
of a fund holding such securities; and (iv) the ability of the bonds' issuers
to repay principal and interest, meet projected business goals and obtain
additional financing than on higher rated securities.

WARRANTS AND RIGHTS

Subject to its investment restrictions, a fund may invest in warrants and
rights. A warrant is a type of security that entitles the holder to buy a
proportionate amount of common stock at a specified price, usually higher than
the market price at the time of issuance, for a period of years or to
perpetuity. In contrast, rights, which also represent the right to buy common
shares, normally have a subscription price lower than the current market value
of the common stock and a life of two to four weeks.

U.S. GOVERNMENT SECURITIES


Examples of the types of U.S. government securities that a fund may hold
include, in addition to those described in the prospectus and direct
obligations of the U.S. Treasury, the obligations of the Federal Housing
Administration, Farmers Home Administration, Small Business Administration,
General Services Administration, Central Bank for Cooperatives, Federal Farm
Credit Banks, Federal Home Loan Bank, Federal Intermediate Credit Banks,
Federal Land Banks and Maritime Administration. U.S. government securities may
be supported by the full faith and credit of the U.S. government (such as
securities of the Small Business Administration); by


                                       34
<PAGE>

the right of the issuer to borrow from the Treasury (such as securities of the
Federal Home Loan Bank); by the discretionary authority of the U.S. government
to purchase the agency's obligations (such as securities of the Federal
National Mortgage Association); or only by the credit of the issuing agency.


MONEY MARKET RESERVES
(IDEX T. ROWE PRICE SMALL CAP AND IDEX T. ROWE PRICE DIVIDEND GROWTH)


It is expected that these funds will invest their cash reserves primarily in a
money market fund established for the exclusive use of the T. Rowe Price family
of mutual funds and other clients of T. Rowe Price and Price-Fleming. The
Reserve Investment Fund ("RIF") is a series of Reserve Investment Funds, Inc.
Additional series may be created in the future. The RIF was created and is
operated pursuant to an Exemptive Order issued by the SEC (Investment Company
Act Release No. IC-22770, July 29, 1997).

The RIF must comply with the requirements of Rule 2a-7 under the 1940 Act
governing money market funds. To that end, the RIF invests at least 95% of its
total assets in prime money market instruments receiving the highest credit
rating from at least one Nationally Recognized Statistical Rating Organization.

The RIF provides a very efficient means of managing the cash reserves of the
funds. While the RIF does not pay an advisory fee to the investment manager, it
will incur other expenses. However, the RIF is expected by
T. Rowe Price to operate at a very low expense ratio. The funds will only
invest in the RIF to the extent it is consistent with their objectives and
programs and the terms of the Exemptive Order issued by the SEC.

The RIF is not insured or guaranteed by the U.S. government, and there is no
assurance it will maintain a stable net asset value of $1.00 per share.


TURNOVER RATE

<TABLE>
<CAPTION>
FUND*                                                OCTOBER 31,1998     OCTOBER 31, 1997
- -----                                                ---------------     ----------------
<S>                                                 <C>                 <C>
IDEX Alger Aggressive Growth                              142.08%             120.96%
IDEX GE/Scottish Equitable International Equity            50.01%              21.85%
IDEX JCC Capital Appreciation                             136.59%             130.48%
IDEX JCC Global                                            87.68%              91.02%
IDEX JCC Growth                                            27.19%              91.52%
IDEX C.A.S.E. Growth                                      147.01%             183.06%
IDEX NWQ Value Equity                                      30.43%               6.40%
IDEX LKCM Strategic Total Return                           32.12%              51.44%
IDEX Dean Asset Allocation                                 55.45%              71.63%
IDEX JCC Balanced                                          61.50%             127.08%
IDEX JCC Flexible Income                                   90.63%             135.53%
IDEX AEGON Income Plus                                     53.09%              62.28%
IDEX AEGON Tax Exempt                                      42.42%              71.29%
</TABLE>

- ------------------------------
* No information is included for IDEX Goldman Sachs Growth, IDEX T. Rowe Price
  Dividend Growth, IDEX Salomon All Cap, IDEX Pilgrim Baxter Mid Cap Growth or
  IDEX T. Rowe Price Small Cap as these funds commenced operations on March 1,
  1999.

As stated in the prospectus, each of the funds generally intends to purchase
and sell securities as deemed appropriate by the fund's sub-adviser to further
a fund's stated investment objective, and the rate of fund turnover is not
expected to be a limiting factor when changes are deemed to be appropriate.
Fund transactions for IDEX AEGON Tax Exempt and IDEX AEGON Income Plus are
ordinarily undertaken to achieve each fund's investment objective in light of
anticipated movements in the level of interest rates. The investment policies
of IDEX AEGON Tax Exempt and IDEX AEGON Income Plus may lead to frequent
changes in investments, particularly in periods of rapidly fluctuating interest
rates.

These percentages are calculated by dividing the lesser of purchases or sales
of fund securities during the fiscal year by the monthly average of the value
of such securities (excluding from the computation all securities, including
options, with maturities at the time of acquisition of one year or less). For
example, a fund turnover rate of 100% would mean that all of a fund's
securities (except those excluded from the calculation) were replaced once in a
period of one year. A high rate of fund turnover generally involves
correspondingly greater brokerage commission expenses.

Turnover rates may vary greatly from year to year, as well as within a
particular year, and may also be affected


                                       35
<PAGE>

by cash requirements for redemptions of a fund's shares and by requirements,
the satisfaction of which enable the fund to receive favorable tax treatment.
Because the rate of fund turnover is not a limiting factor, particular holdings
may be sold at any time if investment judgment or fund operations make a sale
advisable. As a result, the annual fund turnover rate in future years may
exceed the percentage shown above.

INVESTMENT ADVISORY AND OTHER SERVICES


IDEX Mutual Funds has entered into a Management and Investment Advisory
Agreement ("Advisory Agreement") on behalf of each fund with Idex Management,
Inc. ("IMI"), located at 570 Carillon Parkway, St. Petersburg, Florida 33716.
IMI supervises each respective fund's investments and conducts its investment
program.

The Advisory Agreement provides that IMI will perform the following services or
cause them to be performed by others: (i) furnish to the fund investment advice
and recommendations; (ii) supervise the purchase and sale of securities as
directed by appropriate fund officers, and (iii) be responsible for the
administration of each fund. For services to IDEX JCC Capital Appreciation,
IDEX JCC Global, IDEX JCC Growth and IDEX JCC Balanced, IMI receives an annual
fee, computed daily and paid monthly, equal to 1.00% of the first $750 million
of each fund's average daily net assets, 0.90% of the next $250 million of each
fund's average daily net assets, and 0.85% of the average daily net assets of
that fund in excess of $1 billion. For services to IDEX JCC Flexible Income,
IMI receives 0.90% of the first $100 million, 0.80% of the next $150 million
and 0.70% of the fund's average daily net assets over $250 million; for IDEX
AEGON Income Plus and IDEX AEGON Tax Exempt, IMI receives 0.60% of each fund's
average daily net assets; and for IDEX Alger Aggressive Growth, IDEX
GE/Scottish Equitable International Equity, IDEX C.A.S.E. Growth, IDEX NWQ
Value Equity, IDEX LKCM Strategic Total Return, IDEX Dean Asset Allocation,
IDEX Goldman Sachs Growth, IDEX T. Rowe Price Dividend Growth, IDEX Salomon All
Cap, IDEX Pilgrim Baxter Mid Cap Growth, and IDEX T. Rowe Price Small Cap, IMI
receives 0.80% of the first $500 million of each fund's average daily net
assets and 0.70% of each fund's average daily net assets over $500 million.

The duties and responsibilities of the investment adviser are specified in the
Advisory Agreement. The Advisory Agreement was approved by the Board of
Trustees (including a majority of trustees who are not parties to the Advisory
Agreement or interested persons, as defined by the 1940 Act, of any such
party). The Advisory Agreement is not assignable and may be terminated without
penalty upon 60 days' written notice at the option of either the Fund, IMI or
by a vote of shareholders of each fund. The Advisory Agreement provides that it
can be continued from year to year so long as such continuance is specifically
approved annually (a) by the Board of Trustees or by a majority of the
outstanding shares of each fund and (b) by a majority vote of the Trustees who
are not parties to the Advisory Agreement or interested persons of any such
party cast in person at a special meeting called for such purposes. Prior to
March 1, 1999, InterSecurities, Inc. served as investment adviser to IDEX AEGON
Tax Exempt, IDEX AEGON Income Plus, IDEX GE/Scottish Equitable International
Equity, IDEX C.A.S.E. Growth, IDEX NWQ Value Equity, IDEX LKCM Strategic Total
Return, IDEX Dean Asset Allocation and IDEX Alger Aggressive Growth.

The Advisory Agreement also provides that IMI shall not be liable to the funds
or to any shareholder for any error of judgment or mistake of law or for any
loss suffered by a fund or by any shareholder in connection with matters to
which the Advisory Agreement relates, except for a breach of fiduciary duty or
a loss resulting from willful misfeasance, bad faith, gross negligence, or
reckless disregard on the part of IMI in the performance of its duties
thereunder.

The Advisory Agreement became effective as follows: IDEX AEGON Tax Exempt -
April 22, 1991; IDEX AEGON Income Plus - April 22, 1992; IDEX Alger Aggressive
Growth and IDEX LKCM Strategic Total Return - September 30, 1994; IDEX Dean
Asset Allocation - June 1, 1995; IDEX C.A.S.E. Growth - November 15, 1995; IDEX
NWQ Value Equity - October 30, 1996; IDEX GE/Scottish Equitable International
Equity - February 1, 1997; IDEX JCC Capital Appreciation, IDEX JCC Global, IDEX
JCC Growth, IDEX JCC Balanced and IDEX JCC Flexible Income - June 25, 1998;
IDEX Pilgrim Baxter Mid Cap Growth, IDEX T. Rowe Price Small Cap, IDEX Goldman
Sachs Growth, IDEX T. Rowe Price Dividend Growth, and IDEX Salomon All Cap. -
March 1, 1999.

Each fund pays its allocable share of the fees and expenses of a fund's
non-interested trustees, custodian and transfer agent fees, brokerage
commissions and all other expenses in connection with the execution of its
portfolio transactions, administrative, clerical, recordkeeping, bookkeeping,
legal, auditing and accounting expenses, interest and taxes, expenses of
preparing tax returns, expenses of shareholders' meetings and preparing,
printing and mailing proxy statements (unless otherwise agreed to by the funds
or IMI,


                                       36
<PAGE>

expenses of preparing and typesetting periodic reports to shareholders (except
for those reports the funds permit to be used as sales literature), and the
costs, including filing fees, of renewing or maintaining registration of fund
shares under federal and state law. The investment adviser will reimburse a
fund, or waive fees, or both, whenever, in any fiscal year, the total cost to a
fund of normal operating expenses chargeable to its income account, including
the investment advisory fee but excluding brokerage commissions, interest,
taxes and 12b-1 fees, exceeds, in the case of the IDEX JCC Capital
Appreciation, IDEX JCC Growth, IDEX JCC Balanced and IDEX JCC Flexible Income,
1.50% of each fund's average daily net assets; in the case of IDEX GE/Scottish
Equitable International Equity 1.45% of average daily net assets; in the case
of IDEX AEGON Income Plus, 1.25% of average daily net assets; in the case of
the IDEX AEGON Tax Exempt, 1.00% of average daily net assets; and 1.20% of a
fund's average daily net assets for all other funds. The IDEX JCC Global does
not have an expense limitation.



<TABLE>
<CAPTION>
                                                  ADVISORY FEE AFTER REIMBURSEMENT
                          ----------------------------------------------------------------------------
                                                  OCTOBER 31                                   SEPTEMBER 30
                           -------------------------------------------------------------       ------------
FUND                       ADVISER        1998               1997               1996               1996
- ----                       -------    ------------       ------------       ------------       ------------
<S>                          <C>      <C>                <C>                <C>                <C>
IDEX Alger Aggressive
 Growth**                    IMI      $    344,018       $    130,896       $      5,163       $     56,761
IDEX GE/Scottish
 Equitable
 International Equity**      IMI      $    (64,180)      $   (110,543)               N/A                N/A
IDEX JCC Capital
 Appreciation                IMI      $    167,150       $     45,071       $      7,502       $     19,350
IDEX JCC Global              IMI      $  3,907,062       $  2,224,062       $    126,856       $  1,130,757
IDEX JCC Growth              IMI      $  1,352,188       $ 11,676,637       $    952,996       $  5,459,981
IDEX C.A.S.E
 Growth**                    IMI      $     36,124       $    (96,157)      $    (11,137)      $    (36,998)
IDEX NWQ Value
 Equity**                    IMI      $     46,140       $    (63,589)               N/A                N/A
IDEX LKCM Strategic
 Total Return**              IMI      $    380,273       $    127,630       $      1,140       $      5,591
IDEX Dean Asset
 Allocation**                IMI      $    325,285       $    120,873       $      2,983       $     53,542
IDEX JCC Balanced            IMI      $    206,736       $     (4,940)      $     (4,993)      $    (21,773)
IDEX JCC Flexible
 Income                      IMI      $    151,489       $     60,744       $     (3,566)      $    133,035
IDEX AEGON Income
 Plus**                      IMI      $    441,912       $    416,928       $     35,332       $    414,023
IDEX AEGON Tax
 Exempt**                    IMI      $    136,481       $     (7,330)      $     (6,243)      $     35,970

<CAPTION>
                                            ADVISORY FEE REIMBURSEMENTS
                             -----------------------------------------------------
                                        OCTOBER 31                    SEPTEMBER 30
                             ------------------------------------     ------------
FUND                           1998          1997          1996            1996
- ----                         --------      --------      --------     ------------
<S>                          <C>           <C>           <C>           <C>
IDEX Alger Aggressive
 Growth**                    $173,443      $192,695      $ 17,394      $169,995
IDEX GE/Scottish
 Equitable
 International Equity**      $117,653      $128,291           N/A           N/A
IDEX JCC Capital
 Appreciation                $107,861      $193,491      $ 12,709      $122,710
IDEX JCC Global                     0             0             0             0
IDEX JCC Growth                     0             0             0             0
IDEX C.A.S.E
 Growth**                    $ 51,462      $150,161      $ 13,949      $ 55,165
IDEX NWQ Value
 Equity**                    $ 93,563      $104,638           N/A           N/A
IDEX LKCM Strategic
 Total Return**              $ 30,860      $ 96,214      $ 11,492      $ 92,079
IDEX Dean Asset
 Allocation**                $  8,119      $ 99,277      $ 11,829      $ 28,453
IDEX JCC Balanced            $ 50,820      $139,247      $ 13,490      $106,223
IDEX JCC Flexible
 Income                      $    186      $ 95,242      $ 17,675      $ 41,410
IDEX AEGON Income
 Plus**                             0             0             0             0
IDEX AEGON Tax
 Exempt**                    $ 10,071      $155,172      $ 19,367      $123,530
</TABLE>

- ------------------------------
 * No information is included for the IDEX Goldman Sachs Growth, IDEX T. Rowe
  Price Dividend Growth, IDEX Salomon All Cap, IDEX Pilgrim Baxter Mid Cap
  Growth or IDEX T. Rowe Price Small Cap as they did not commence operations
  until March 1, 1999.
** Prior to March 1, 1999, ISI served as investment adviser to these funds.


Janus Capital Corporation ("JCC"), 100 Fillmore Street, Denver, CO 80206,
serves as sub-adviser to the IDEX JCC Capital Appreciation, IDEX JCC Global,
IDEX JCC Growth, IDEX JCC Balanced and IDEX JCC Flexible Income pursuant to an
Investment Counsel Agreement dated June 25, 1998 with IMI.

Fred Alger Management, Inc. ("Alger"), 1 World Trade Center, Suite 9333, New
York, NY 10048, serves as sub-adviser to IDEX Alger Aggressive Growth pursuant
to an Investment Counsel Agreement dated September 30, 1994 with IMI.

Luther King Capital Management Corporation ("LKCM"), 301 Commerce Street, Suite
1600, Fort Worth, TX 76102, serves as sub-adviser to IDEX LKCM Strategic Total
Return pursuant to an Investment Counsel Agreement dated as of September 30,
1994.

Dean Investment Associates ("Dean"), a Division of C.H. Dean and Associates,
Inc., 2480 Kettering Tower, Dayton, Ohio 45423-2480 serves as sub-adviser to
IDEX Dean Asset Allocation pursuant to an Investment Counsel Agreement dated as
of June 30, 1995.

C.A.S.E. Management, Inc. ("C.A.S.E."), 5355 Town Center Road, Suite 701, Boca
Raton, FL 33486, serves as sub-adviser to IDEX C.A.S.E. Growth pursuant to an
Investment Counsel Agreement dated November 15, 1995.


                                       37
<PAGE>

NWQ Investment Management Company, Inc. ("NWQ"), 2049 Century Park East, 4th
Floor,Los Angeles, CA 90067, serves as sub-adviser to IDEX NWQ Value Equity
pursuant to an Investment Counsel Agreement dated October 30, 1996.

Scottish Equitable Investment Management Limited ("SEIM"), Edinburgh Park,
Edinburgh EH12 9SE, Scotland, and GE Investment Management Inc. ("GEIM"), 3003
Summer Street, Stamford, CT 06905, serve as sub-advisers to the IDEX
GE/Scottish Equitable International Equity pursuant to respective Investment
Counsel Agreements dated February 1, 1997.

T. Rowe Price Associates, Inc. ("T. Rowe Price"), 100 E. Pratt Street,
Baltimore, MD 21202 serves as sub-adviser to the IDEX T. Rowe Price Dividend
Growth and IDEX T. Rowe Price Small Cap pursuant to an Investment Counsel
Agreement dated March 1, 1999.

Salomon Brothers Asset Management Inc. ("SBAM"), 7 World Trade Center, New
York, NY 10048 serves as sub-adviser to IDEX Salomon All Cap pursuant to an
Investment Counsel Agreement dated March 1, 1999.

Pilgrim Baxter & Associates, Ltd. ("Pilgrim Baxter") 825 Dupportrail, Wayne, PA
19087 serves as sub-adviser to IDEX Pilgrim Baxter Mid Cap Growth pursuant to
an Investment Counsel Agreement dated March 1, 1999.

Goldman Sachs Asset Management ("GSAM") One New York Plaza, New York, NY 10004
serves as sub-adviser to the IDEX Goldman Sachs Growth pursuant to an
Investment Counsel Agreement dated March 1, 1999.

AEGON USA Investment Management, Inc. ("AIMI"), 4333 Edgewood Road, N.E., Cedar
Rapids, Iowa 52499, serves as sub-adviser to IDEX AEGON Tax Exempt and IDEX
AEGON Income Plus pursuant to an Investment Counsel Agreement dated April 22,
1992.


The sub-advisers also serve as sub-advisers to certain portfolios of the WRL
Series Fund, Inc., a registered investment company. They may be referred to
herein collectively as the "sub-advisers" and individually as a "sub-adviser."


<TABLE>
<CAPTION>
FUND                                     SUB-ADVISER                              SUB-ADVISORY FEE
- ----                                     -----------                              ----------------
<S>                               <C>                                <C>
IDEX GE/Scottish Equitable        GE Investment Management           50% of the fees received by IMI under the
 International Equity             Incorporated and Scottish          Advisory Agreement, less 50% of any amount
                                  Equitable Investment Manage-       reimbursed pursuant to its expense limitation
                                  ment Limited

IDEX JCC Global                   Janus Capital Corporation          0.50% of the first $750 million of average daily
                                                                     net assets; 0.45% of the next $250 million in
                                                                     assets; and 0.4250% of assets in excess of $1
                                                                     billion

IDEX T. Rowe Price Small Cap      T. Rowe Price Associates, Inc.     0.35% of average daily net assets

IDEX Pilgrim Baxter Mid Cap       Pilgrim Baxter & Associates,       0.50% of the first $100 million of average daily
                                  Ltd.                               net assets; 0.40% of assets in excess of $100
                                                                     million (from first dollar)

IDEX JCC Capital Appreciation     Janus Capital Corporation          0.50% of the first $750 million of average daily
                                                                     net assets; 0.45% of the next $250 million in
                                                                     assets; and 0.4250% of assets in excess of $1
                                                                     billion, less 50% of any amount reimbursed
                                                                     pursuant to the fund's expense limitation*

IDEX C.A.S.E. Growth              C.A.S.E. Management, Inc.          50% of the fees received by IMI under the
                                                                     Advisory Agreement, less 50% of any amount
                                                                     reimbursed pursuant to its expense limitation

IDEX NWQ Value Equity             NWQ Investment Management          50% of the fees received by IMI under the
                                  Company, Inc.                      Advisory Agreement, less 50% of any amount
                                                                     reimbursed pursuant to its expense limitation
</TABLE>

                                       38
<PAGE>


<TABLE>
<CAPTION>
FUND                                     SUB-ADVISER                              SUB-ADVISORY FEE
- ----                                     -----------                              ----------------
<S>                              <C>                                <C>
IDEX Salomon All Cap             Salomon Brothers Asset             0.30% of the first $20 million of average daily
                                 Management Inc                     net assets; 0.50% of the next $20-$100 million
                                                                    of average daily net assets; and 0.40% of
                                                                    average daily net assets over $100 million

IDEX Alger Aggressive Growth     Fred Alger Management, Inc.        50% of the fees received by IMI under the
                                                                    Advisory Agreement, less 40% of any amount
                                                                    reimbursed pursuant to its expense limitation

IDEX JCC Growth                  Janus Capital Corporation          0.50% of the first $750 million of average daily
                                                                    net assets; 0.45% of the next $250 million; and
                                                                    0.4250% of assets in excess of $1 billion, less
                                                                    50% of any amount reimbursed pursuant to the
                                                                    fund's expense limitation*

IDEX Goldman Sachs Growth        Goldman Sachs Asset                0.50% of the first $50 million of average daily
                                 Management                         net assets; 0.45% of the next $50-$100 million
                                                                    in assets; and 0.40% of assets in excess of
                                                                    $100 million

IDEX T. Rowe Price Dividend      T. Rowe Price Associates, Inc.     0.50% of the first $100 million of average daily
 Growth                                                             net assets and 0.40% of assets over $100
                                                                    million (from first dollar)

IDEX Dean Asset Allocation       Dean Investment Associates         50% of the fees received by IMI under the
                                                                    Advisory Agreement, less 50% of any amount
                                                                    reimbursed pursuant to its expense limitation

IDEX LKCM Strategic Total        Luther King Capital                50% of the fees received by IMI under the
 Return                          Management Corporation             Advisory Agreement, less 50% of any amount
                                                                    reimbursed pursuant to its expense limitation

IDEX JCC Balanced                Janus Capital Corporation          0.50% of the first $750 million of average daily
                                                                    net assets; 0.45 of next $250 million in assets;
                                                                    and 0.4250% of assets in excess of $1 billion,
                                                                    less 50% of any amount reimbursed pursuant
                                                                    to the fund's expense limitation*

IDEX JCC Flexible Income         Janus Capital Corporation          0.45% of the first $100 million of average daily
                                                                    net assets; 0.40% of the next $150 million in
                                                                    assets; and 0.35% of assets in excess of $250
                                                                    million, less 50% of any amount reimbursed
                                                                    pursuant to the fund's expense limitation*

IDEX AEGON Income Plus           AEGON USA Investment               50% of the fees received by IMI under the
                                 Management, Inc.                   Advisory Agreement, less 50% of any amount
                                                                    reimbursed pursuant to its expense limitation

IDEX AEGON Tax Exempt            AEGON USA Investment               50% of the fees received by IMI under the
                                 Management, Inc.                   Advisory Agreement, less 50% of any amount
                                                                    reimbursed pursuant to its expense limitation
</TABLE>
- --------------



* Janus has voluntarily agreed to reduce each sub-advisory fee as follows: IDEX
  JCC Growth, IDEX JCC Balanced and IDEX JCC Capital Appreciation: first $100
  million - none, next $400 million ($100 - $500 million) 0.0125%, next $250
  million ($500 - $750 million) 0.0625%, next $250 million ($750 million - $1
  billion) 0.0125%, above $1 billion 0.0125%; IDEX JCC Flexible Income:
  0.0125% of sub-advisory fee based on average daily net assets.



                                       39
<PAGE>

                             SUB-ADVISORY FEES PAID*
                            (NET OF FEES REIMBURSED)


<TABLE>
<CAPTION>
                                                              OCTOBER 31                      SEPTEMBER 30
                                               ------------------------------------------     ------------
FUND                                              1998            1997            1996            1996
- ----                                           ----------      ----------      ----------     ------------
<S>                                            <C>             <C>             <C>             <C>
 IDEX Alger Aggressive Growth                  $  137,607      $   52,325      $    2,065      $   22,704
 IDEX GE/Scottish Equitable International
  Equity                                       $        0               0             N/A             N/A
 IDEX JCC Capital Appreciation                 $   83,575      $   22,536      $    3,751      $    9,675
 IDEX JCC Global                               $1,953,531      $1,112,031      $   63,428      $  565,378
 IDEX JCC Growth                               $6,769,684      $5,838,319      $  476,498      $2,729,990
 IDEX C.A.S.E. Growth                          $   14,450               0               0               0
 IDEX NWQ Value Equity                         $   18,456               0             N/A             N/A
 IDEX LKCM Strategic Total Return              $  152,109      $   50,944      $      456      $    2,236
 IDEX Dean Asset Allocation                    $  130,114      $   48,349      $    1,193      $   21,417
 IDEX JCC Balanced                             $  103,368               0               0               0
 IDEX JCC Flexible Income                      $   75,745      $   30,372               0      $   66,517
 IDEX AEGON Income Plus                        $  220,956      $  208,464      $   17,666      $  207,011
 IDEX AEGON Tax Exempt                         $   68,241               0               0      $   17,985
</TABLE>

- ------------------------------
* No information is included for the IDEX Goldman Sachs Growth, IDEX T. Rowe
  Price Dividend Growth, IDEX Salomon All Cap, IDEX Pilgrim Baxter Mid Cap
  Growth and IDEX T. Rowe Price Small Cap as they did not commence operations
  until March 1, 1999.


AUSA Holding Company ("AUSA") owns 100% of the outstanding stock of IMI. AUSA
also owns 100% of the outstanding shares of the Fund's distributor and transfer
agent. AUSA is wholly-owned by AEGON USA, Inc., a financial services holding
company located at 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499. AEGON
USA, Inc. is a wholly-owned indirect subsidiary of AEGON N.V., a Netherlands
corporation and publicly traded international insurance group.

Janus Capital has agreed that it will, until June 25, 2000, provided that it
continues to serve as sub-adviser to the funds it currently sub-advises,
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 IDEX JCC Capital Appreciation, IDEX JCC Growth, IDEX JCC Balanced and
IDEX JCC Flexible Income at certain levels.


Each of the sub-advisers also serves as investment adviser or sub-adviser to
other funds and/or private accounts which may have investment objectives
identical or similar to that of the funds. Securities frequently meet the
investment objectives of one or all of these funds, the other funds and the
private accounts. In such cases, a sub-adviser's decision to recommend a
purchase to one fund or account rather than another is based on a number of
factors. The determining factors in most cases are the amounts available for
investment by each fund or account, the amount of securities of the issuer then
outstanding, the value of those securities and the market for them. Another
factor considered in the investment recommendations is other investments which
each fund or account presently has in a particular industry.

It is possible that at times identical securities will be held by more than one
fund or account. However, positions in the same issue may vary and the length
of time that any fund or account may choose to hold its investment in the same
issue may likewise vary. To the extent that more than one of the funds or
private accounts served by a sub-adviser seeks to acquire or sell the same
security at about the same time, either the price obtained by the funds or the
amount of securities that may be purchased or sold by a fund at one time may be
adversely affected. On the other hand, if the same securities are bought or
sold at the same time by more than one fund or account, the resulting
participation in volume transactions could produce better executions for the
funds. In the event more than one fund or account purchases or sells the same
security on a given date, the purchase and sale transactions are allocated
among the fund(s), the other funds and the private accounts in a manner
believed by the sub-advisers to be equitable to each.


                                       40
<PAGE>

                                  DISTRIBUTOR


IDEX Mutual Funds has entered into an Underwriting Agreement with
InterSecurities, Inc. ("ISI"), located at 570 Carillon Parkway, St. Petersburg,
Florida 33716 to act as the principal underwriter of the shares of the funds.
The Underwriting Agreement will continue from year to year so long as its
continuance is approved at least annually in the same manner as the Investment
Advisory Agreements discussed above. A discussion of ISI's responsibilities and
charges as principal underwriter of fund shares is set forth in the prospectus.


                           UNDERWRITING COMMISSIONS*

<TABLE>
<CAPTION>
                                                    COMMISSIONS RECEIVED
                                    ---------------------------------------------------
                                                 OCTOBER 31                SEPTEMBER 30
                                    ------------------------------------   ------------
FUND                                    1998          1997        1996         1996
- ----                                ----------    ----------    --------   ------------
<S>                                 <C>           <C>           <C>         <C>
IDEX Alger Aggressive Growth        $  449,078    $  330,689    $ 25,967    $  479,802
IDEX GE/Scottish Equitable
 International Equity               $   64,324    $   48,603       N/A          N/A
IDEX JCC Capital Appreciation       $  164,358    $  271,016    $ 47,565    $  395,205
IDEX JCC Global                     $2,784,651    $2,336,372    $150,015    $  938,340
IDEX JCC Growth                     $2,848,238    $2,541,907    $191,780    $2,033,743
IDEX C.A.S.E. Growth                $   70,063    $   69,637    $  4,356    $   36,903
IDEX NWQ Value Equity               $  172,567    $  105,441       N/A          N/A
IDEX LKCM Strategic Total Return    $  419,778    $  260,944    $ 19,972    $  234,546
IDEX Dean Asset Allocation          $  186,182    $  208,715    $ 22,282    $  200,817
IDEX JCC Balanced                   $  344,872    $  174,256    $ 13,157    $  128,544
IDEX JCC Flexible Income            $   40,463    $   28,133    $  2,509    $   36,139
IDEX AEGON Income Plus              $  165,033    $   99,411    $  7,845    $  167,267
IDEX AEGON Tax Exempt               $   30,201    $   25,760    $  2,189    $   50,307

<CAPTION>
                                                 COMMISSIONS RETAINED
                                   ---------------------------------------------
                                             OCTOBER 31             SEPTEMBER 30
                                    ------------------------------  ------------
FUND                                  1998       1997       1996        1996
- ----                                --------   --------   -------   ------------
<S>                                 <C>        <C>        <C>         <C>
IDEX Alger Aggressive Growth        $ 64,099   $ 47,828   $ 3,677     $ 65,924
IDEX GE/Scottish Equitable
 International Equity               $  9,250   $  7,335     N/A         N/A
IDEX JCC Capital Appreciation       $ 26,358   $ 42,668   $ 8,052     $ 60,768
IDEX JCC Global                     $401,257   $353,015   $20,964     $139,197
IDEX JCC Growth                     $424,803   $396,160   $28,146     $296,565
IDEX C.A.S.E. Growth                $  9,325   $ 10,625   $   642     $  5,443
IDEX NWQ Value Equity               $ 25,433   $ 15,512   $   N/A       N/A
IDEX LKCM Strategic Total Return    $ 67,470   $ 41,330   $ 3,617     $ 35,552
IDEX Dean Asset Allocation          $ 28,499   $ 34,415   $ 2,742     $ 30,970
IDEX JCC Balanced                   $ 34,919   $ 27,931   $ 2,118     $ 20,474
IDEX JCC Flexible Income            $  1,530   $  4,862   $   444     $  5,837
IDEX AEGON Income Plus              $ 21,369   $ 17,322   $ 1,393     $ 29,744
IDEX AEGON Tax Exempt               $  5,356   $  4,591   $   410     $  8,771
</TABLE>


<TABLE>
<CAPTION>
                                      NET UNDERWRITING     COMPENSATION ON
                                        DISCOUNTS AND      REDEMPTIONS AND      BROKERAGE         OTHER
FUND                                     COMMISSIONS         REPURCHASES       COMMISSIONS     COMPENSATION
- ----                                  -----------------   -----------------   -------------   -------------
<S>                                  <C>                  <C>                 <C>             <C>
IDEX Alger Aggressive Growth              $ 64,099             $12,460             -0-          $  173,265
IDEX GE/Scottish Equitable
 International Equity                        9,250               2,520             -0-              22,215
IDEX JCC Capital Appreciation               26,358               6,522             -0-              99,498
IDEX JCC Global                            401,257              35,608             -0-           1,343,341
IDEX JCC Growth                            424,803              29,057             -0-           1,766,004
IDEX C.A.S.E. Growth                         9,325               7,348             -0-              38,334
IDEX NWQ Value Equity                       25,433               5,644             -0-              71,951
IDEX LKCM Strategic Total Return            67,470              12,563             -0-             180,953
IDEX Dean Asset Allocation                  28,499              22,720             -0-             197,410
IDEX JCC Balanced                           34,919               5,585             -0-             104,253
IDEX JCC Flexible Income                     1,530               4,657             -0-              52,529
IDEX AEGON Income Plus                      21,369               4,122             -0-             214,585
IDEX AEGON Tax Exempt                        5,356               1,679             -0-              61,155
</TABLE>

- --------------
* No information is included for the IDEX Goldman Sachs Growth, IDEX T. Rowe
  Price Dividend Growth, IDEX Salomon All Cap, IDEX Pilgrim Baxter Mid Cap
  Growth and IDEX T. Rowe Price Small Cap as they did not commence operations
  until March 1, 1999.


                                       41
<PAGE>

                            ADMINISTRATIVE SERVICES

IMI is responsible for the supervision all of the administrative functions,
providing office space, and paying its allocable portion of the salaries, fees
and expenses of all Fund officers and of those trustees who are affiliated with
IMI. The costs and expenses, including legal and accounting fees, filing fees
and printing costs in connection with the formation of a fund and the
preparation and filing of a fund's initial registration statements under the
1933 Act and 1940 Act are also paid by the adviser. IMI has entered into an
Administrative Services Agreement ("Administrative Agreement") with ISI
applicable to each fund. Under each Administrative Agreement, ISI carries out
and supervises all of the administrative functions of the funds and incurs
IMI's expenses related to such functions.


The administrative duties of ISI with respect to each fund include: providing
the fund with office space, telephones, office equipment and supplies; paying
the compensation of the Fund's officers for services rendered as such;
supervising and assisting in preparation of annual and semi-annual reports to
shareholders, notices of dividends, capital gain distributions and tax
information; supervising compliance by the Fund with the recordkeeping
requirements under the 1940 Act and regulations thereunder and with the state
regulatory requirements; maintaining books and records of the Fund (other than
those maintained by the Fund's custodian and transfer agent); preparing and
filing tax returns and reports; monitoring and supervising relationships with
the Fund's custodian and transfer agent; monitoring the qualifications of tax
deferred retirement plans providing for investment in shares of each fund;
authorizing expenditures and approving bills for payment on behalf of each
fund; and providing executive, clerical and secretarial help needed to carry
out its duties.

                              ADMINISTRATIVE FEES

                                   ADMINISTRATIVE FEES FOR PERIOD ENDED
FUND                                         OCTOBER 31, 1998
- ----                              -------------------------------------
IDEX JCC Capital Appreciation                   $  137,506
IDEX JCC Global                                 $1,953,531
IDEX JCC Growth                                 $6,812,504
IDEX JCC Balanced                               $  128,778
IDEX JCC Flexible Income                        $   75,838

                 CUSTODIAN, TRANSFER AGENT AND OTHER AFFILIATES

Investors Fiduciary Trust Company ("IFTC"), 801 Pennsylvania, Kansas City,
Missouri 64105-1307, is custodian for the fund. The custodian is not
responsible for any of the investment policies or decisions of a fund, but
holds its assets in safekeeping, and collects and remits the income thereon
subject to the instructions of the funds.

Idex Investor Services, Inc. ("IIS"), P. O. Box 9015, Clearwater, Florida
33758-9015, is the transfer agent for each fund, withholding agent and dividend
disbursing agent. IIS is a wholly-owned subsidiary of AUSA Holding Company and
thus is an affiliate of IMI and AIMI. Each fund pays the transfer agent an
annual per-account charge of $15.55 for each of its shareholder accounts in
existence, $2.71 for each new account opened and $1.62 for each closed account.

DST Systems Inc. ("DST"), provider of data processing and recordkeeping
services for the Fund's transfer agent, is a partially-owned subsidiary of
Kansas City Southern Industries ("KCSI") and, thus, is an affiliate of Janus
Capital. Each fund may use another affiliate of DST as introducing broker for
certain portfolio transactions as a means to reduce expenses through a credit
against transfer agency fees with regard to commissions earned by such
affiliate. (See "Fund Transactions and Brokerage.") There were no brokerage
credits received for the periods ended October 31, 1997 and 1998 and September
30, 1996.



                                       42
<PAGE>

                             TRANSFER AGENCY FEES*


<TABLE>
<CAPTION>
                                      FEES AND EXPENSES NET OF BROKERAGE CREDITS
                                      ------------------------------------------
                                                      OCTOBER 31                     SEPTEMBER 30
FUND                                     1998            1997             1996           1996
- ----                                  ----------      ----------      ----------     ------------
<S>                                   <C>             <C>             <C>             <C>
IDEX Alger Aggressive Growth          $  311,310      $  217,941      $   15,460      $  141,668
IDEX GE/Scottish Equitable
 International Equity                 $   25,385      $   11,583      $      N/A             N/A
IDEX JCC Capital Appreciation         $  128,201      $  133,515      $    9,740      $   61,086
IDEX JCC Global                       $1,032,225      $  628,833      $   46,880      $  379,409
IDEX JCC Growth                       $2,628,305      $2,811,027      $  273,000      $1,537,321
IDEX C.A.S.E. Growth                  $   46,730      $   32,500      $    2,660      $    8,930
IDEX NWQ Value Equity                 $   71,985      $   20,957             N/A             N/A
IDEX LKCM Strategic Total Return      $  145,685      $   89,918      $    5,772      $   40,189
IDEX Dean Asset Allocation            $  107,100      $   71,335      $    6,084      $   25,499
IDEX JCC Balanced                     $   81,805      $   48,876      $    3,500      $   26,374
IDEX JCC Flexible Income              $   32,859      $   48,615      $    8,624      $   51,078
IDEX AEGON Income Plus                $  119,036      $   86,126      $   10,000      $  113,654
IDEX AEGON Tax Exempt                 $   21,690      $   34,786      $    4,250      $   40,367
</TABLE>

- ------------------------------
* No information is included for the IDEX Goldman Sachs Growth, IDEX T. Rowe
  Price Dividend Growth, IDEX Salomon All Cap, IDEX Pilgrim Baxter Mid Cap
  Growth and IDEX T. Rowe Price Small Cap as they did not commence operations
  until March 1, 1999.


                        FUND TRANSACTIONS AND BROKERAGE


Decisions as to the assignment of fund business for each of the funds and
negotiation of commission rates are made by a fund's sub-adviser, whose policy
is to obtain the "best execution" (prompt and reliable execution at the most
favorable security price) of all fund transactions. The Advisory Agreement and
Investment Counsel Agreement for each fund specifically provide that in placing
portfolio transactions for a fund, the fund's sub-adviser may agree to pay
brokerage commissions for effecting a securities transaction in an amount
higher than another broker or dealer would have charged for effecting that
transaction as authorized, under certain circumstances, by the Securities
Exchange Act of 1934.

In selecting brokers and dealers and in negotiating commissions, a fund's
sub-adviser considers a number of factors, including but not limited to:


      The sub-adviser's knowledge of currently available negotiated commission
         rates or prices of securities and other current transaction costs;

      The nature of the security being traded;

      The size and type of the transaction;


      The nature and character of the markets for the security to be purchased
         or sold;

      The desired timing of the trade;

      The activity existing and expected in the market for the particular
         security;

      The quality of the execution, clearance and settlement services;

      Financial stability;

      The existence of actual or apparent operational problems of any broker or
         dealer; and
      Research products and services provided.


In recognition of the value of the foregoing factors, the sub-adviser may place
portfolio transactions with a broker with whom it has negotiated a commission
that is in excess of the commission another broker would have charged for
effecting that transaction. This is done if the sub-adviser determines in good
faith that such amount of commission was reasonable in relation to the value of
the brokerage and research provided by such broker viewed in terms of either
that particular transaction or of the overall responsibilities of the
sub-adviser. Research provided may include:


      Furnishing advice, either directly or through publications or writings,
      as to the value of securities, the advisability of purchasing or selling
      specific securities and the availability of securities or purchasers or
      sellers of securities;

      Furnishing seminars, information, analyses and reports concerning
      issuers, industries, securities, trading markets and methods, legislative
      developments, changes in accounting practices, economic factors and
      trends and portfolio strategy;

      Access to research analysts, corporate management personnel, industry
      experts, economists and government officials; and

      Comparative performance evaluation and technical measurement services and
      quotation services, and other services (such as third party publications,
      reports and analyses, and computer and electronic


                                       43
<PAGE>

      access, equipment, software, information and accessories that deliver
      process or otherwise utilize information, including the research
      described above) that assist the sub-adviser in carrying out its
      responsibilities.

Most of the brokers and dealers used by the funds' sub-advisers provide
research and other services described above.

A sub-adviser may use research products and services in servicing other
accounts in addition to the funds. If a sub-adviser determines that any
research product or service has a mixed use, such that it also serves functions
that do not assist in the investment decision-making process, a sub-adviser may
allocate the costs of such service or product accordingly. The portion of the
product or service that a sub-adviser determines will assist it in the
investment decision-making process may be paid for in brokerage commission
dollars. Such allocation may be a conflict of interest for a sub-adviser.

When a fund purchases or sells a security in the over-the-counter market, the
transaction takes place directly with a principal market-maker without the use
of a broker, except in those circumstances where better prices and executions
will be achieved through the use of a broker.

A sub-adviser may also consider the sale or recommendation of a fund's shares
by a broker or dealer to its customers as a factor in the selection of brokers
or dealers to execute portfolio transactions. In placing portfolio business
with brokers or dealers, a sub-adviser will seek the best execution of each
transaction, and all such brokerage placement must be consistent with the Rules
of Fair Practice of the National Association of Securities Dealers, Inc.


A sub-adviser may place transactions for the purchase or sale of portfolio
securities with affiliates of IMI, ISI or the sub-adviser, including DST
Securities, Inc., or Fred Alger & Company, Incorporated. It is anticipated that
Fred Alger & Company, Incorporated, an affiliate of Alger, will serve as IDEX
Alger Aggressive Growth's broker in effecting substantially all of IDEX Alger
Aggressive Growth's transactions on securities exchanges and will retain
commissions in accordance with certain regulations of the SEC. A sub-adviser
may place transactions if it reasonably believes that the quality of the
transaction and the associated commission are fair and reasonable, and if
overall the associated transaction costs, net of any credits described above
under "Custodian, Transfer Agent and Other Affiliates," are lower than those
that would otherwise be incurred. Under rules adopted by the SEC, the Fund's
Board of Trustees will conduct periodic compliance reviews of such brokerage
allocations and review certain procedures adopted by the Board of Trustees to
ensure compliance with these rules and to determine their continued
appropriateness.


For the fiscal year ended October 31, 1998, IDEX Alger Aggressive Growth paid
the following commissions to Fred Alger & Company, Incorporated:

COMMISSIONS PAID:
- -----------------
Fiscal 1998                                       $154,866
Fiscal 1998 Percentages:
Commissions with affiliates to
   total commissions                                   99%
Value of brokerage transactions
   with affiliates to value of total
   brokerage transactions                              98%


As of October 31, 1998, IDEX JCC Balanced owned $1,001,510 and IDEX JCC Capital
Appreciation owned $380,959 of the common stock of Charles Schwab Corp. Charles
Schwab Corp. is one of the ten brokers or dealers that received the greatest
dollar amount of brokerage commissions from IDEX JCC Balanced and IDEX JCC
Capital Appreciation during the fiscal year ended October 31, 1998.


As of October 31, 1998, IDEX LKCM Strategic Total Return owned a total of
$291,500 of the common stock of Merrill Lynch and Company, Inc., which is one
of the ten brokers or dealers that received the greatest dollar amount of
brokerage commissions from IDEX LKCM Strategic Total Return during fiscal year
ended October 31, 1998.

                                       44
<PAGE>

                             BROKERAGE COMMISSIONS


<TABLE>
<CAPTION>
                                    IDEX ALGER      IDEX GE/SCOTTISH       IDEX JCC
BROKERAGE COMMISSIONS PAID          AGGRESSIVE       INTERNATIONAL          CAPITAL
(INCLUDING AFFILIATED BROKERAGE)      GROWTH             EQUITY          APPRECIATION
- --------------------------------   ------------     ----------------    --------------
<S>                                <C>          <C>                     <C>
October 31, 1998                     $155,668           $17,998            $ 89,687
October 31, 1997                     $ 79,346           $ 6,337            $108,748
October 31, 1996                     $  5,156             N/A              $ 14,114
September 30, 1996                   $ 43,591             N/A              $109,526

AFFILIATED BROKERAGE PAID
- -------------------------
October 31, 1998                     $154,866           $     0            $      0
October 31, 1997                     $ 78,761                 0                   0
October 31, 1996                     $  4,711             N/A                     0
September 30, 1996                   $ 42,819             N/A                     0


<CAPTION>
                                                                               IDEX NWQ
BROKERAGE COMMISSIONS PAID          IDEX JCC     IDEX JCC    IDEX C.A.S.E.       VALUE
(INCLUDING AFFILIATED BROKERAGE)     GLOBAL       GROWTH         GROWTH         EQUITY
- --------------------------------   ---------- ------------- --------------- --------------
<S>                                <C>        <C>           <C>             <C>
October 31, 1998                    $954,707    $  843,937      $38,910        $15,539
October 31, 1997                    $119,665    $1,301,654      $34,840        $10,553
October 31, 1996                    $  9,638    $   34,732      $ 3,469           N/A
September 30, 1996                  $109,328    $  314,230      $50,714           N/A

AFFILIATED BROKERAGE PAID
- -------------------------
October 31, 1998                    $      0    $        0      $     0        $     0
October 31, 1997                           0             0            0              0
October 31, 1996                           0             0            0           N/A
September 30, 1996                         0             0            0           N/A
</TABLE>



<TABLE>
<CAPTION>
                                        IDEX LKCM       IDEX DEAN                  IDEX JCC     IDEX AEGON
BROKERAGE COMMISSIONS PAID              STRATEGIC         ASSET       IDEX JCC     FLEXIBLE       INCOME      IDEX AEGON
(INCLUDING AFFILIATED BROKERAGE)      TOTAL RETURN     ALLOCATION     BALANCED      INCOME         PLUS       TAX EXEMPT
- --------------------------------     --------------   ------------   ----------   ----------   -----------   -----------
<S>                                  <C>              <C>            <C>          <C>          <C>           <C>
October 31, 1998                         $39,334         $43,487       $46,796      $ 23,653        $0            $0
October 31, 1997                         $26,187         $48,786       $42,482      $101,213         0             0
October 31, 1996                         $ 2,089         $ 2,800       $ 1,291             0         0             0
September 30, 1996                       $16,340         $34,335       $37,881      $ 27,515         0             0

AFFILIATED BROKERAGE PAID
- -------------------------
October 31, 1998                         $     0         $     0       $     0      $      0        $0            $0
October 31, 1997                               0               0             0             0         0             0
October 31, 1996                               0               0             0             0         0             0
September 30, 1996                             0               0             0             0         0             0
</TABLE>


During the fiscal year ended October 31, 1998, IDEX JCC Growth, IDEX JCC
Global, IDEX JCC Balanced, IDEX JCC Capital Appreciation, IDEX LKCM Strategic
Total Return, IDEX Dean Asset Allocation, IDEX C.A.S.E. Growth, IDEX NWQ Value
Equity and IDEX GE/Scottish Equitable International Equity had transactions in
the amounts of $38,886,874, $21,547,796, $1,115,105, $898,856, $8,557,008,
$5,241,623.28, $26,946,774, $2,177,187.65 and $70,607.25, respectively, which
resulted in brokerage commission of $44,804, $36,315, $1,449, $760, $10,851,
$9,327, $14,537, $2,871 and $157, respectively, that were directed to brokers
for brokerage and research services provided.

                             TRUSTEES AND OFFICERS


The Fund is run by a Board of Trustees. Subject to the supervision of the Board
of Trustees, the assets of each fund are managed by an investment adviser and
sub-advisers, and by fund managers. The Board of Trustees is responsible for
managing the business and affairs of the Fund. It oversees the operation of the
Fund by its officers. It also reviews the management of the funds' assets by
the investment adviser and sub-advisers. Information about the Trustees and
officers of the Fund is as follows:


PETER R. BROWN (DOB 05/10/28), 1475 Belcher Road, South Largo, FL 33771.
   Trustee of IDEX Mutual Funds; Director of WRL Series Fund, Inc. (investment
   company); Chairman of the Board of Peter Brown Construction Co., Largo, FL
   (construction, contractors and engineers); Rear Admiral (Retired), U.S.
   Navy Reserve, Civil Engineer Corps.

DANIEL CALABRIA (DOB 03/05/36), 7068 S. Shore Drive S.,South Pasadena, FL
   33707-4605.Trustee of IDEX Mutual Funds; Trustee (1993 - present) and
   President (1993 - 1995) of The Florida Tax Free Funds (mutual funds);
   Director (1996 - present) of ASM Fund (mutual fund); currently retired;
   formerly President and Director (1995) of Sun Chiropractic Clinics, Inc.
   (medical services); Executive Vice President (1993 - 1995) of William R.
   Hough & Co. (investment adviser, municipal bond and underwriting firm);
   President/CEO (1986 - 1992) of Templeton Funds Management, Inc. (investment
   advisers); and Vice President (1986 - 1992) of all U.S. Templeton Funds
   (mutual funds).


                                       45
<PAGE>

JAMES L. CHURCHILL (DOB 05/07/30), 15 Hawthorne Road, Bluffington, SC
   29910-4901. Trustee of IDEX Mutual Funds; currently retired 1990 to
   present.


THOMAS E. PIERPAN (1)((2)(DOB 10/18/43), Vice President, Associate General
   Counsel and Secretary (December 1997 - present), of IDEX Mutual Funds; Vice
   President, Associate General Counsel and Secretary (December 1997 -
   present), Assistant Secretary (March 1995 - December 1997) of WRL Series
   Fund, Inc. (investment company); Assistant Vice President, Counsel and
   Assistant Secretary of InterSecurities, Inc. (November 1997 - present)
   (broker-dealer); Vice President (November 1993 - present), Associate
   General Counsel and Assistant Secretary (February 1995 - present),
   Assistant Vice President (November 1992 - November 1993) Western Reserve
   Life Assurance Co. of Ohio (life insurance).


CHARLES C. HARRIS (DOB) 07/15/30), 35 Winston Drive, Clearwater, FL 33756.
   Trustee of IDEX Mutual Funds; Director (March 1994 - present) of WRL Series
   Fund, Inc. (investment company); currently retired (1988 - present).


G. JOHN HURLEY(1)(2) (DOB 09/12/48), President and Chief Executive Officer
   (September 1990 to present) and Trustee (June 1990 to present) of IDEX
   Mutual Funds; Executive Vice President (June 1993 to present) and Director
   (March 1994 to present) of WRL Series Fund, Inc. (investment company);
   Chairman of the Board (July 1999 to present); President, Chief Executive
   Officer and Director (May 1988 to July 1999) of InterSecurities, Inc.
   (broker-dealer); President (September 1992 to present) of ISI Insurance
   Agency, Inc.; Executive Vice President (April 1993 to present) of Western
   Reserve Life Assurance Co. of Ohio (life insurance); President, Chief
   Executive Officer and Director (September 1990 to present) and Executive
   Vice President and Director (May 1988 to September 1990) of Idex
   Management, Inc. (investment adviser); President and Director (May 1988 to
   present) of Idex Investor Services, Inc. (transfer agent).

JOHN E. KENNEY(1)(2) (DOB 02/08/38), Trustee (1987 to present) and Chairman
   (December 1989 to present), of IDEX Mutual Funds; Chairman of the Board
   (1986 to present) of WRL Series Fund, Inc. (investment company); Director
   (December 1990 to present) of Idex Management, Inc. (investment adviser);
   Chairman (1988 to July 1999) and Director (1985 to July 1999) of
   InterSecurities, Inc. (broker-dealer); Director (October 1992 to present)
   of ISI Insurance Agency, Inc.; Chairman, President and Chief Executive
   Officer (1992 to present) of Western Reserve Life Assurance Co. of Ohio
   (life insurance); Senior Vice President (May 1992 to present) of AEGON USA,
   Inc. (financial services holding company). Mr. Kenney is also the
   brother-in-law of Jack Zimmerman, a Trustee of the Fund.


JULIAN A. LERNER (DOB 11/12/24), One Spurling Plaza, Suite 208, 12850 Spurling
   Road, Dallas, TX 75230. Trustee of IDEX Mutual Funds; currently retired;
   Trustee of American Skandia Trust; Director of American Skandia Advisory
   Funds; Trustee of American Skandia Master Trust; Director of Atlas Assets,
   Inc. (mutual funds); Trustee of Atlas Insurance Trust (variable annuity);
   formerly Investment Consultant (1995 - 1996) and Sr. Vice President (1987 -
   1995) of Aim Capital Management (investment adviser).


THOMAS R. MORIARTY(1)(2) (DOB 05/03/51), Senior Vice President (March 1995 to
   present), Treasurer and Principal Financial Officer (December 1996 to
   present) and Vice President and Principal Accounting Officer (November 1990
   to March 1995) of IDEX Mutual Funds; Director, Chief Executive Officer and
   President (July 1999 to present) Senior Vice President (June 1991 to July
   1999) of InterSecurities, Inc. (broker-dealer); Senior Vice President
   (September 1992 to present) of ISI Insurance Agency, Inc.; President
   (November 1990 to present) of PW Securities, Inc. (broker-dealer); Senior
   Vice President (June 1991 to present) of Idex Investor Services, Inc.
   (transfer agent); Vice President (November 1990 to present) of Idex
   Management, Inc. (investment adviser); Vice President (June 1993 to
   present) of Western Reserve Life Assurance Co. of Ohio (life insurance).

CHRISTOPHER G. ROETZER(1)(2) (DOB 01/11/63), Vice President, Assistant
   Treasurer and Principal Accounting Officer (March 1997 to Present);
   Principal Accounting Officer (March 1995 to March 1997) and Assistant Vice
   President (November 1990 to March 1997) of IDEX Mutual Funds; Assistant
   Vice President and Controller (May 1988 to present) of InterSecurities,
   Inc. (broker-dealer); Assistant Vice President (September 1992 to present)
   of ISI Insurance Agency, Inc.; Assistant Vice President and Controller (May
   1988 to present) of Idex Investor Services, Inc. (transfer agent);
   Assistant Vice President (November 1990 to present) of Idex Management,
   Inc. (investment adviser).


WILLIAM W. SHORT, JR. (DOB 02/25/36), 12420 73rd Court, Largo, FL 33773.
   Trustee of IDEX Mutual Funds; President and sole shareholder of Shorts,
   Inc. (men's retail apparel); Chairman of Southern Apparel


                                       46
<PAGE>

   Corporation and S.A.C. Apparel Corporation and S.A.C. Distributors
   (nationwide wholesale apparel distributors), Largo, Florida; Member of
   Advisory Board of Barnett Banks of Pinellas County; Trustee of Morton Plant
   Hospital Foundation; former Chairman of Advisory Board of First Florida
   Bank, Pinellas County, Florida.

JACK E. ZIMMERMAN (DOB 02/03/28), 507 Saint Michel Circle, Kettering, OH 45429.
   Trustee of IDEX Mutual Funds; Director (1987 to present), Western Reserve
   Life Assurance Co. of Ohio (life insurance); currently retired; formerly,
   Director, Regional Marketing (September 1986 to January 1993) Martin
   Marietta Corporation, Dayton (aerospace industry).

- --------------
(1) The principal business address of each person listed, unless otherwise
     indicated, is P.O. Box 9015, Clearwater, FL 33758-9015.
(2) Interested Person (as defined in the 1940 Act) of the Fund.


The Fund pays no salaries or compensation to any of its officers, all of whom
are officers or employees of either ISI, IMI or their affiliates. Disinterested
Trustees (I.E., Trustees who are not affiliated with ISI, IMI or any of the
sub-advisers) receive for each regular Board meeting: (a) a total annual
retainer fee of $13,000 from the funds, of which the funds pay a pro rata share
allocable to each fund based on the relative assets of the fund; plus (b)
$2,250 and incidental expenses per meeting attended. Three of the Disinterested
Trustees have been elected to serve on the Fund's Audit Committee, which meets
twice annually. Each Audit Committee member receives a total of $250 per Audit
Committee meeting attended in addition to the regular meetings attended. In the
case of a Special Board Meeting, each of the Disinterested Trustees receives a
fee of $500 plus incidental expenses per special meeting attended, in addition
to the regular meetings attended. Any fees and expenses paid to Trustees who
are affiliates of IMI or ISI are paid by IMI and/or ISI and not by the funds.


Commencing on January 1, 1996, a non-qualified deferred compensation plan (the
"Plan") became available to Trustees who are not interested persons of the
Fund. Under the Plan, compensation may be deferred that would otherwise be
payable by the Fund and/or WRL Series Fund, Inc., to a Disinterested Trustee or
Director on a current basis for services rendered as Trustee or Director.
Deferred compensation amounts will accumulate based on the value of Class A
shares of a fund (without imposition of sales charge), as elected by the
Trustee. It is not anticipated that the Plan will have any impact on the funds.

The following table provides compensation amounts paid to Disinterested
Trustees of the Fund for the fiscal year ended October 31, 1998.

                              COMPENSATION TABLE


<TABLE>
<CAPTION>
                                         AGGREGATE             PENSION OR RETIREMENT      TOTAL COMPENSATION PAID TO
                                     COMPENSATION FROM      BENEFITS ACCRUED AS PART OF       TRUSTEES FROM FUND
NAME OF PERSON, POSITION            IDEX MUTUAL FUNDS *            FUND EXPENSES                  COMPLEX**
- ------------------------            -------------------     ---------------------------   --------------------------
                                  FOR YEAR ENDED 10/31/98          AS OF 10/31/98                  10/31/98
<S>                              <C>                       <C>                           <C>
Peter R. Brown, Trustee                   $ 23,000                    $23,000                      $ 32,500
Daniel Calabria, Trustee                  $ 22,500                    $ 5,625                      $ 22,500
James L. Churchill, Trustee               $ 22,500                    $18,000                      $ 22,500
Charles C. Harris, Trustee                $ 23,000                    $   -0-                      $ 32,500
Julian A. Lerner, Trustee                 $ 22,500                    $   -0-                      $ 22,500
William W. Short, Jr., Trustee            $ 23,000                    $   -0-                      $ 23,000
Jack E. Zimmerman, Trustee                $ 22,500                    $22,500                      $ 22,500
Total                                     $159,000                    $69,125                      $178,000
</TABLE>

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


* Of this aggregate compensation, the total amounts deferred (including
  earnings) and accrued for the benefit of the participating Trustees for the
  year ended October 31, 1998 were as follows: Peter R. Brown, $29,368; Daniel
  Calabria, $6,682; James L. Churchill, $20,581; and Jack E. Zimmerman,
  $27,112.

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


                                       47
<PAGE>

The Board of Trustees has adopted a policy whereby any Disinterested Trustee of
the Fund in office on September 1, 1990 who has served at least three years as
a trustee may, subject to certain limitations, elect upon his resignation to
serve as a trustee emeritus for a period of two years. A trustee emeritus has
no authority, power or responsibility with respect to any matter of the Fund.
While serving as such, a trustee emeritus is entitled to receive from the Fund
an annual fee equal to one-half the fee then payable per annum to Disinterested
Trustees of the Fund, plus reimbursement of expenses incurred for attendance at
Board meetings.

The Fund has an Executive Committee whose members currently are John R. Kenney,
G. John Hurley and Peter R. Brown. The executive committee may perform all of
the functions which may be performed by the Board of Trustees, except as set
forth in the Declaration of Trust and By-Laws of the Fund or as prohibited by
applicable law.

During the fiscal year ended October 31, 1998, the Fund paid $167,404 in
trustees fees and expenses, and no trustee emeritus fees or expenses. As of
January 30, 1999, the trustees and officers held in the aggregate less than 1%
of the outstanding shares of each of the funds.

                              PURCHASE OF SHARES


As stated in the prospectus, each fund offers investors a choice of four
classes of shares. (IDEX JCC Growth also includes a fifth class, Class T
shares, which are not available for new investors.) Class A, Class B, Class C
or Class M shares of a fund can be purchased through ISI or through
broker-dealers or other financial institutions that have sales agreements with
ISI. Shares of each fund are sold at the net asset value per share as
determined at the close of the regular session of business on the New York
Stock Exchange next occurring after a purchase order is received and accepted
by the fund. (The applicable sales charge is added in the case of Class A,
Class M and Class T shares.) The prospectus contains detailed information about
the purchase of fund shares.

                              DEALER REALLOWANCES

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

From time to time, ISI will create special promotions in which dealers earn
larger reallowances in return for selling significant amounts of shares or for
certain training services. Sometimes, these dealers may earn virtually the
entire sales charge; at those times, they may be deemed underwriters as
described in the 1933 Act.

Promotions may also involve non-cash incentives such as prizes or merchandise.
Non-cash compensation may also be in the form of attendance at seminars
conducted by ISI, including lodging and travel expenses, in accordance with the
rules of the NASD.

Reallowances may also be given to financial institutions to compensate them for
their services in connection with Class A share sales and servicing of
shareholder accounts.

ISI may also pay dealers or financial institutions from its own funds or
administrative services for larger accounts.


                                       48
<PAGE>

                       CLASS A SHARE DEALER REALLOWANCES
      (all funds except IDEX JCC Flexible Income, IDEX AEGON Income Plus
                          and IDEX AEGON Tax Exempt)


                                    REALLOWANCE TO DEALERS AS A %
AMOUNT OF PURCHASE                        OF OFFERING PRICE
- ------------------                        -----------------
Under $50,000                                    4.75%
$50,000 to under $100,000                        4.00%
$100,000 to under $250,000                       2.75%
$250,000 to under $500,000                       2.25%
$500,000 to under $1,000,000                     1.75%
$1,000,000 to under $2,500,000                   1.00%
$2,500,000 to under $4,000,000                   0.75%
$4,000,000 to under $5,000,000                   0.50%
$5,000,000 and over                              0.25%

                       CLASS A SHARE DEALER REALLOWANCES
               (IDEX JCC Flexible Income, IDEX AEGON Income Plus
                           and IDEX AEGON Tax Exempt)


                                    REALLOWANCE TO DEALERS AS A %
AMOUNT OF PURCHASE                        OF OFFERING PRICE
- ------------------                        -----------------
Under $50,000                                    4.00%
$50,000 to under $100,000                        3.25%
$100,000 to under $250,000                       2.75%
$250,000 to under $500,000                       1.75%
$500,000 to under $1,000,000                     1.00%
$1,000,000 to under $2,500,000                   0.50%
$2,500,000 to under $4,000,000                   0.35%
$4,000,000 to under $5,000,000                   0.20%
$5,000,000 and over                              0.15%


                       CLASS B SHARE DEALER REALLOWANCES
    (All funds except IDEX JCC Flexible Income, IDEX AEGON Income Plus and
                         IDEX AEGON Tax Exempt funds)


AMOUNT OF PURCHASE                        DEALER REALLOWANCE %
- ------------------                        --------------------
Up to $250,000                                    4.00%
$250,000 to $500,000                              2.50%


               (IDEX JCC Flexible Income, IDEX AEGON Income Plus
                            IDEX AEGON Tax Exempt)


AMOUNT OF PURCHASE                        DEALER REALLOWANCE %
- ------------------                        --------------------
Up to $250,000                                    3.00%
$250,000 to $500,000                              2.00%


                                       49
<PAGE>

                       CLASS T SHARE DEALER REALLOWANCES
                               (IDEX JCC Growth)


                                  REALLOWANCE TO DEALERS AS A %
AMOUNT OF PURCHASE                      OF OFFERING PRICE
- ------------------                      -----------------
Under $10,000                                  7.00%
$10,000 to under $25,000                       6.25%
$25,000 to under $50,000                       5.50%
$50,000 to under $75,000                       5.00%
$75,000 to under $100,000                      4.25%
$100,000 to under $250,000                     3.75%
$250,000 to under $500,000                     2.50%
$500,000 to under $1,000,000                   1.00%
$1,000,000 and over                            1.00%

                               DISTRIBUTION PLANS

As stated in the prospectus under "Investment Advisory and Other Services,"
each fund has adopted a separate Distribution Plan pursuant to Rule 12b-1 under
the 1940 Act (individually, a "Plan" and collectively, the "Plans"), applicable
to Class A, Class B, Class C and Class M shares of the fund. CLASS T SHARES OF
IDEX JCC GROWTH ARE NOT SUBJECT TO ANNUAL DISTRIBUTION AND SERVICE FEES.


In determining whether to approve the Distribution Plan and the Distribution
Agreements, the Trustees considered the possible advantages afforded
shareholders from adopting the Distribution Plans and Distribution Agreements.
The Trustees were informed by representatives of ISI that reimbursements of
distribution-related expenses by the Fund under the Distribution Plans would
provide incentives to ISI to establish and maintain an enhanced distribution
system whereby new investors will be attracted to the funds. The Trustees
believe that improvements in distribution services should result in increased
sales of shares in the funds. In turn, increased sales are expected to lead to
an increase in a fund's net asset levels, which would enable the funds to
achieve economies of scale and lower their per-share operating expenses. In
addition, higher net asset levels could enhance the investment management of
the funds, for net inflows of cash from new sales may enable a fund's
investment adviser and sub-adviser to take advantage of attractive investment
opportunities. Finally, reduced redemptions could eliminate the potential need
to liquidate attractive securities positions in order to raise the capital
necessary to meet redemption requests.

Under the Plans for Class A shares (the "Class A Plans"), a fund may pay ISI an
annual distribution fee of up to 0.35% and an annual service fee of up to 0.25%
of the average daily net assets of a fund's Class A shares; however, to the
extent that a fund pays service fees, the amount which a fund may pay as a
distribution fee is reduced accordingly so that the total fees payable under
the Class A Plan may not exceed on an annualized basis 0.35% of the average
daily net assets of a fund's Class A shares.

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


Under the Plans for Class C shares (the "Class C Plans"), a fund may pay ISI an
annual distribution fee of up to 0.75% and an annual service fee of up to 0.25%
of the average daily net assets of the fund's Class C shares.


Under the Plans for Class M shares (the "Class M Plans"), a fund may pay ISI an
annual distribution fee of up to 0.75% and an annual service fee of up to 0.25%
of the average daily net assets of the fund's Class M shares; however, the
total fee payable pursuant to the Class M Plan may not, on an annualized basis,
exceed 0.90% of the average daily net assets of the fund's Class M shares.


ISI may use the fees payable under the Class A, Class B, Class C and Class M
Plans as it deems appropriate to pay for activities or expenses primarily
intended to result in the sale of the Class A, Class B, Class C or Class M
shares, respectively, or in personal service to



                                       50
<PAGE>

and/or maintenance of these shareholder accounts. For each class, these
activities and expenses may include, but are not limited to:


      Compensation to employees of ISI;
      Compensation to and expenses of ISI and other
       selected dealers who engage in or otherwise support the distribution of
         shares or who service shareholder accounts;
      The costs of printing and distributing prospectuses,
       statements of additional information and reports for other than existing
         shareholders; and
      The cost of preparing, printing and distributing sales  literature and
      advertising materials.

Under the Plans, as required by Rule 12b-1, the Board of Trustees will review,
at least quarterly, a written report provided by ISI of the amounts expended by
ISI in distributing and servicing Class A, Class B, Class C or Class M shares
of the funds and the purpose for which such expenditures were made. For so long
as the Plans are in effect, selection and nomination of the Trustees who are
not interested persons of the Fund shall be committed to the discretion of the
Trustees who are not interested persons of the Fund.

A Plan may be terminated as to a class of shares of a fund at any time by vote
of a majority of the Disinterested Trustees, or by vote of a majority of the
outstanding voting securities of the applicable class. A Plan may be amended by
vote of the Trustees, including a majority of the Disinterested Trustees of the
Fund and have no direct or indirect financial interest in the operation of the
Plan or any agreement relating thereto, cast in person at a meeting called for
that purpose. Any amendment of a Plan that would materially increase the costs
to a particular class of shares of a fund requires approval by the shareholders
of that class. A Plan will remain in effect for successive one year periods, so
long as such continuance is approved annually by vote of the Fund's Trustees,
including a majority of the Disinterested Trustees, cast in person at a meeting
called for the purpose of voting on such continuance.


                               DISTRIBUTION FEES


Distribution related expenses incurred by ISI for the fiscal year ended October
31, 1998 are listed in the table below. These expenses have been partially
reimbursed to ISI by a 12b-1 arrangement with the funds.



<TABLE>
<CAPTION>
                                      IDEX ALGER             IDEX GE/SCOTTISH EQUITABLE
                                  AGGRESSIVE GROWTH             INTERNATIONAL EQUITY
                           -------------------------------- ----------------------------
                                A          B         M*          A         B       M*
                             SHARES     SHARES     SHARES     SHARES    SHARES   SHARES
                           ---------- ---------- ---------- ---------- -------- --------
<S>                        <C>        <C>        <C>        <C>        <C>      <C>
Advertising                 $  7,897   $ 2,634    $ 1,469    $ 1,075    $  410   $  139
Printing/mailing
 prospectuses to
 other than current
 shareholders               $ 29,161   $ 9,372    $ 6,281    $ 4,134    $1,466   $  702
Compensation to
 underwriters               $ 48,327   $ 4,225    $ 5,769    $ 7,401    $  233   $  646
Compensation to dealers     $ 49,265   $ 4,188    $ 5,466    $ 2,368    $  165   $  496
Compensation to sales
 personnel                  $ 17,469   $ 5,923    $ 2,966    $ 2,366    $  952   $  296
Interest or other finance
 charges                    $      0   $     0    $     0    $     0    $    0   $    0
Travel                      $  3,473   $ 1,155    $   613    $   474    $  193   $   73
Office expenses             $ 14,557   $ 4,708    $ 2,954    $ 2,011    $  755   $  330
Administrative processing
 costs                      $  5,884   $ 2,510    $ 2,010    $ 1,685    $1,534   $1,480
TOTAL                       $909,355   $34,715    $27,528    $21,514    $5,708   $4,162

<CAPTION>
                                      IDEX JCC
                                CAPITAL APPRECIATION                IDEX JCC GLOBAL
                           ------------------------------ -----------------------------------
                                A          B        M*          A            B         M*
                             SHARES     SHARES    SHARES      SHARES      SHARES     SHARES
                           ---------- ---------- -------- ------------- ---------- ----------
<S>                        <C>        <C>        <C>      <C>           <C>        <C>
Advertising                 $ 3,204    $   746    $  220   $   54,953    $ 40,053   $ 19,737
Printing/mailing
 prospectuses to
 other than current
 shareholders               $13,343    $ 2,664    $  863   $  197,285    $129,515   $ 76,772
Compensation to
 underwriters               $38,127    $ 2,359    $2,486   $  295,263    $ 13,642   $ 32,628
Compensation to dealers     $18,640    $ 2,723    $1,542   $  369,223    $ 31,236   $ 79,303
Compensation to sales
 personnel                  $ 6,792    $ 1,680    $  478   $  121,003    $ 91,326   $ 40,644
Interest or other finance
 charges                    $     0    $     0    $    0   $        0    $      0   $      0
Travel                      $ 1,440    $   330    $  100   $   22,844    $ 16,513   $  7,587
Office expenses             $ 6,469    $ 1,344    $  432   $   96,227    $ 65,071   $ 35,639
Administrative processing
 costs                      $ 3,304    $ 1,905    $1,667   $   15,335    $  5,884   $  4,198
TOTAL                       $91,319    $13,751    $7,788   $1,172,133    $393,240   $296,508
</TABLE>

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

* All shares designated as Class C shares prior to March 1, 1999 were renamed
  as Class M shares on that date. Effective November 1, 1999, each fund began
  offering a new Class C share that has different fees and expenses than the
  previous Class C share. Information is not included for the new Class C
  share because the Fund began offering those shares on November 1, 1999.



                                       51
<PAGE>


<TABLE>
<CAPTION>
                                                 IDEX JCC GROWTH*                IDEX C.A.S.E. GROWTH
                                        ----------------------------------- ------------------------------
                                              A            B         M**         A          B        M**
                                            SHARES      SHARES     SHARES     SHARES     SHARES    SHARES
                                        ------------- ---------- ---------- ---------- ---------- --------
<S>                                     <C>           <C>        <C>        <C>        <C>        <C>
Advertising                               $   77,405    $ 11,673   $ 19,518   $ 1,400    $   658    $  320
Printing/mailing prospectuses to other
 than current shareholders                $  280,860    $ 32,758   $ 41,586   $ 5,787    $ 2,940    $1,859
Compensation to underwriters              $  757,228    $ 11,998   $ 26,389   $ 5,961    $   765    $1,149
Compensation to dealers                   $1,042,306    $ 10,067   $ 21,834   $ 5,260    $ 2,597    $3,309
Compensation to sales personnel           $  169,895    $ 27,606   $ 48,270   $ 3,202    $ 1,442    $  605
Interest or other finance charges         $        0    $      0   $      0   $     0    $     0    $    0
Travel                                    $   32,301    $  4,779   $  7,581   $   753    $   337    $  157
Office expenses                           $  136,860    $ 17,364   $ 24,079   $ 3,058    $ 1,457    $  821
Administrative processing costs           $   36,001    $  3,720   $  3,307   $ 1,943    $ 1,691    $1,576
TOTAL                                     $2,532,856    $119,965   $192,564   $27,364    $11,887    $9,796



<CAPTION>
                                             IDEX NWQ VALUE EQUITY
                                        -------------------------------
                                             A          B        M**
                                          SHARES     SHARES     SHARES
                                        ---------- ---------- ---------
<S>                                     <C>        <C>        <C>
Advertising                               $ 2,032    $ 1,487    $   611
Printing/mailing prospectuses to other
 than current shareholders                $ 9,573    $ 6,341    $ 3,314
Compensation to underwriters              $12,245    $ 1,414    $ 3,864
Compensation to dealers                   $ 6,590    $ 1,103    $ 1,501
Compensation to sales personnel           $ 3,986    $ 3,131    $ 1,221
Interest or other finance charges         $     0    $     0    $     0
Travel                                    $   899    $   655    $   320
Office expenses                           $ 4,483    $ 2,983    $ 1,553
Administrative processing costs           $ 2,125    $ 1,826    $ 1,645
TOTAL                                     $41,933    $18,940    $14,029
</TABLE>



<TABLE>
<CAPTION>
                                         IDEX LKCM STRATEGIC TOTAL RETURN    IDEX DEAN ASSET ALLOCATION
                                         -------------------------------- --------------------------------
                                              A          B         M**         A          B         M**
                                           SHARES     SHARES     SHARES     SHARES     SHARES     SHARES
                                         ---------- ---------- ---------- ---------- ---------- ----------
<S>                                      <C>        <C>        <C>        <C>        <C>        <C>
 Advertising                              $  6,160   $ 2,587    $ 1,783    $ 3,036    $ 3,274    $ 2,067
 Printing/mailing prospectuses to other
  than current shareholders               $ 25,647   $10,979    $ 9,069    $12,382    $13,879    $ 9,786
 Compensation to underwriters             $ 48,644   $ 4,375    $ 8,564    $26,061    $10,044    $11,881
 Compensation to dealers                  $ 18,621   $ 2,134    $ 3,600    $ 8,878    $ 6,582    $ 4,314
 Compensation to sales personnel          $ 12,640   $ 5,389    $ 3,350    $ 6,414    $ 6,755    $ 4,281
 Interest or other finance charges        $      0   $     0    $     0    $     0    $     0    $     0
 Travel                                   $  2,556   $ 1,132    $   759    $ 1,319    $ 1,370    $ 1,030
 Office expenses                          $ 12,047   $ 5,223    $ 4,027    $ 5,951    $ 6,430    $ 4,775
 Administrative processing costs          $  3,166   $ 2,082    $ 1,913    $ 2,357    $ 2,088    $ 1,847
 TOTAL                                    $128,481   $33,901    $33,065    $66,398    $50,422    $39,981



<CAPTION>
                                                IDEX JCC BALANCED
                                         -------------------------------
                                              A          B        M**
                                           SHARES     SHARES     SHARES
                                         ---------- ---------- ---------
<S>                                      <C>        <C>        <C>
 Advertising                              $ 4,556    $ 4,219    $ 1,509
 Printing/mailing prospectuses to other
  than current shareholders               $17,283    $11,366    $ 5,778
 Compensation to underwriters             $32,505    $ 2,083    $ 2,917
 Compensation to dealers                  $10,388    $ 1,745    $ 3,232
 Compensation to sales personnel          $ 9,677    $ 9,935    $ 3,100
 Interest or other finance charges        $     0    $     0    $     0
 Travel                                   $ 1,806    $ 1,643    $   525
 Office expenses                          $ 8,090    $ 5,952    $ 2,508
 Administrative processing costs          $ 2,395    $ 1,772    $ 1,648
 TOTAL                                    $86,700    $38,715    $21,217
</TABLE>



<TABLE>
<CAPTION>
                                           IDEX JCC FLEXIBLE INCOME         IDEX AEGON INCOME PLUS
                                        ------------------------------ --------------------------------
                                             A         B        M**         A          B         M**
                                          SHARES    SHARES    SHARES     SHARES     SHARES     SHARES
                                        ---------- -------- ---------- ---------- ---------- ----------
<S>                                     <C>        <C>      <C>        <C>        <C>        <C>
Advertising                              $ 1,438    $  864   $   920       6,829   $ 1,731    $ 1,324
Printing/mailing prospectuses to other
 than current shareholders               $ 5,415    $2,168   $ 2,758    $ 25,783   $ 5,070    $ 6,169
Compensation to underwriters             $24,302    $  545   $   916    $104,696   $ 1,435    $ 4,879
Compensation to dealers                  $12,267    $  697   $ 1,862    $ 60,733   $ 1,076    $ 6,383
Compensation to sales personnel          $ 3,184    $2,041   $ 2,281    $ 15,071   $ 3,956    $ 2,576
Interest or other finance charges        $     0    $    0   $     0    $      0   $     0    $     0
Travel                                   $   649    $  321   $   456    $  3,051   $   681    $   564
Office expenses                          $ 2,721    $1,139   $ 1,583    $ 12,859   $ 2,631    $ 2,853
Administrative processing costs          $ 2,108    $1,490   $ 1,518    $  3,438   $ 1,584    $ 1,649
TOTAL                                    $52,084    $9,265   $12,294    $232,460   $18,164    $26,397



<CAPTION>
                                            IDEX AEGON TAX EXEMPT
                                        -----------------------------
                                             A         B       M**
                                          SHARES    SHARES    SHARES
                                        ---------- -------- ---------
<S>                                     <C>        <C>      <C>
Advertising                              $ 2,211    $  204   $  513
Printing/mailing prospectuses to other
 than current shareholders               $ 9,432    $  491   $1,777
Compensation to underwriters             $31,751    $  260   $1,184
Compensation to dealers                  $25,800    $  318   $1,331
Compensation to sales personnel          $ 5,034    $  500   $1,110
Interest or other finance charges        $     0    $    0   $    0
Travel                                   $ 1,192    $   86   $  199
Office expenses                          $ 4,887    $  288   $  857
Administrative processing costs          $ 1,962    $1,440   $1,481
TOTAL                                    $82,269    $3,587   $8,452
</TABLE>

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


*   Class T shares of IDEX JCC Growth are not subject to annual distribution
and service fees.

** All shares designated as Class C shares prior to March 1, 1999 were renamed
   as Class M shares on that date. Effective November 1, 1999, each fund began
   offering a new Class C share that has different fees and expenses than the
   previous Class C share. Information is not included for the new Class C
   share because the Fund began offering those shares on November 1, 1999.


No expenses are listed for IDEX Goldman Sachs Growth, IDEX T. Rowe Price
Dividend Growth, IDEX Salomon All Cap, IDEX Pilgrim Baxter Mid Cap Growth, or
IDEX T. Rowe Price Small Cap as these funds commenced operations March 1, 1999.



                                       52
<PAGE>

                         NET ASSET VALUE DETERMINATION


Net asset value is determined separately for each class of shares of a fund on
each day as of the close of the regular session of business on the New York
Stock Exchange (the "Exchange"), currently 4:00 p.m. Eastern Time, Monday
through Friday, except on: (i) days on which changes in the value of portfolio
securities will not materially affect the net asset value of a particular class
of shares of the funds; (ii) days during which no shares of a fund are tendered
for redemption and no orders to purchase shares of that fund are received; or
(iii) customary national holidays on which the Exchange is closed. The per
share net asset value of each class of shares of a fund is determined by
dividing the total value of the fund's securities, receivables and other assets
allocable to that class by the total number of shares outstanding of that
class. The public offering price of a Class A, Class B, Class C, Class M or
Class T share of a fund is the net asset value per share plus, the applicable
sales charge in the case of Class A, Class M or Class T shares. Investment
securities are valued at the closing price for securities traded on a principal
securities exchange (U.S. or foreign), or on the NASDAQ National Market.
Investment securities traded on the over-the-counter market and listed
securities for which no sales are reported for the trading period immediately
preceding the time of determination are valued at the last bid price. Foreign
currency denominated assets and liabilities are converted into U.S. dollars at
the closing exchange rate each day. Other securities for which quotations are
not readily available are valued at fair values determined in such manner as a
fund's sub-adviser, under the supervision of the Board of Trustees, decides in
good faith. (No information is included in the chart below for IDEX Goldman
Sachs Growth, IDEX T. Rowe Price Dividend Growth, IDEX Salomon All Cap, IDEX
Pilgrim Baxter Mid Cap Growth or IDEX T. Rowe Price Small Cap as these funds
commenced operations March 1, 1999.)


                OFFERING PRICE PER SHARE CALCULATED AS FOLLOWS:

<TABLE>
<CAPTION>
                                     NET ASSET VALUE PER SHARE            ADD MAXIMUM        AMOUNT OF SALES     OFFERING PRICE
AS OF OCTOBER 31, 1998            (NET ASSETS/SHARES OUTSTANDING)     SELLING COMMISSION          CHARGE           PER SHARE
- ------------------------------   ---------------------------------   --------------------   -----------------   ---------------
<S>                              <C>                                 <C>                    <C>                 <C>
IDEX Alger Aggressive Growth
 Class A                                       $22.24                        5.50%                 $1.29              $23.53
 Class B                                       $21.93                        0.00%                 $0.00              $21.93
 Class M*                                      $21.98                        1.00%                 $0.22              $22.20
IDEX GE/Scottish Equitable
 International Equity
 Class A                                       $10.77                        5.50%                 $0.63              $11.40
 Class B                                       $10.71                        0.00%                 $0.00              $10.71
 Class M*                                      $10.72                        1.00%                 $0.11              $10.83
IDEX JCC Capital Appreciation
 Class A                                       $16.97                        5.50%                 $0.99              $17.96
 Class B                                       $16.72                        0.00%                 $0.00              $16.72
 Class M*                                      $16.76                        1.00%                 $0.17              $16.93
IDEX JCC Global
 Class A                                       $24.09                        5.50%                 $1.40              $25.49
 Class B                                       $23.62                        0.00%                 $0.00              $23.62
 Class M*                                      $23.56                        1.00%                 $0.24              $23.80
IDEX JCC Growth
 Class A                                       $29.35                        5.50%                 $1.71              $31.06
 Class B                                       $28.63                        0.00%                 $0.00              $28.63
 Class M*                                      $28.74                        1.00%                 $0.29              $29.03
 Class T                                       $29.74                        8.50%                 $2.76              $32.50
IDEX C.A.S.E. Growth
 Class A                                       $10.14                        5.50%                 $0.59              $10.73
 Class B                                       $10.02                        0.00%                 $0.00              $10.02
 Class M*                                      $10.04                        1.00%                 $0.10              $10.14
IDEX NWQ Value Equity
 Class A                                       $11.09                        5.50%                 $0.65              $11.74
 Class B                                       $10.98                        0.00%                 $0.00              $10.98
 Class M*                                      $11.00                        1.00%                 $0.11              $11.11
</TABLE>

                                       53
<PAGE>


<TABLE>
<CAPTION>
                                      NET ASSET VALUE PER SHARE          ADD MAXIMUM      AMOUNT OF SALES   OFFERING PRICE
AS OF OCTOBER 31, 1998             (NET ASSETS/SHARES OUTSTANDING)   SELLING COMMISSION        CHARGE          PER SHARE
- --------------------------------- --------------------------------- -------------------- ----------------- ----------------
<S>                               <C>                               <C>                  <C>               <C>
IDEX LKCM Strategic Total Return
 Class A                                        $16.18                       5.50%               $0.94            $17.12
 Class B                                        $16.17                       0.00%               $0.00            $16.17
 Class M*                                       $16.17                       1.00%               $0.16            $16.33
IDEX Dean Asset Allocation
 Class A                                        $13.14                       5.50%               $0.76            $13.90
 Class B                                        $13.13                       0.00%               $0.00            $13.13
 Class M*                                       $13.13                       1.00%               $0.13            $13.26
IDEX JCC Balanced
 Class A                                        $14.75                       5.50%               $0.86            $15.61
 Class B                                        $14.74                       0.00%               $0.00            $14.74
 Class M*                                       $14.74                       1.00%               $0.15            $14.89
IDEX JCC Flexible Income
 Class A                                        $ 9.84                       4.75%               $0.49            $10.33
 Class B                                        $ 9.83                       0.00%               $0.00            $ 9.83
 Class M*                                       $ 9.84                       1.00%               $0.10            $ 9.94
IDEX AEGON Income Plus
 Class A                                        $10.43                       4.75%               $0.52            $10.95
 Class B                                        $10.42                       0.00%               $0.00            $10.42
 Class M*                                       $10.42                       1.00%               $0.11            $10.53
IDEX AEGON Tax Exempt
 Class A                                        $11.94                       4.75%               $0.60            $12.54
 Class B                                        $11.94                       0.00%               $0.00            $11.94
 Class M*                                       $11.94                       1.00%               $0.12            $12.06
</TABLE>

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

* All shares designated as Class C shares prior to March 1, 1999 were renamed
  as Class M shares on that date. Effective November 1, 1999, each fund began
  offering a new Class C share that has different fees and expenses than the
  previous Class C share. Information is not included for the new Class C
  share because the Fund began offering those shares on November 1, 1999.

                       DIVIDENDS AND OTHER DISTRIBUTIONS

An investor may choose among several options with respect to dividends and
capital gains distributions payable to the investor. Dividends or other
distributions will be paid in full and fractional shares at the net asset value
determined as of the ex-dividend date unless the shareholder has elected
another distribution option as described in the prospectus. Transaction
confirmations and checks for payments designated to be made in cash generally
will be mailed on the payable date. The per share income dividends on Class B,
Class C and Class M shares of a fund are anticipated to be lower than the per
share income dividends on Class A shares of that fund (and Class T shares of
IDEX JCC Growth), as a result of higher distribution and service fees
applicable to the Class B, Class C and Class M shares.

                              SHAREHOLDER ACCOUNTS

Detailed information about general procedures for Shareholder Accounts and
specific types of accounts isset forth in the prospectus.


                                       54
<PAGE>

                                RETIREMENT PLANS


The Fund offers several types of retirement plans that an investor may
establish to invest in shares of a fund with tax deductible dollars. Prototype
retirement plans for both corporations and self-employed individuals, and for
Individual Retirement Accounts, Code Section 401(k) Plans and Simplified
Employee Pension Plans are available by calling or writing IDEX Customer
Service. These plans require the completion of separate applications which are
also available from IDEX Customer Service. IFTC, Kansas City, Missouri, acts as
the custodian or trustee under these plans for which it charges an annual fee
of up to $15.00 on each such account with a maximum of $30.00 per tax
identification number. However, if your retirement plan is under custody of
IFTC and your combined retirement account balances per taxpayer identification
number are more than $50,000, there is generally no fee. Shares of a fund are
also available for investment by Code Section 403(b)(7) retirement plans for
employees of charities, schools, and other qualifying employers. IDEX AEGON Tax
Exempt is not well-suited as an investment vehicle for tax-deferred retirement
plans which cannot benefit from tax-exempt income and whose distributed
earnings are taxable to individual recipients as ordinary income. To receive
additional information or forms on these plans, please call IDEX Customer
Service at 1-888-233-4339 (toll free) or write to Idex Investor Services, Inc.
at P.O. Box 9015, Clearwater, Florida 33758-9015. No contribution to a
retirement plan can be made until the appropriate forms to establish the plan
have been completed. It is advisable for an investor considering the funding of
any retirement plan to consult with an attorney, retirement plan consultant or
financial or tax advisor with respect to the requirements of such plans and the
tax aspects thereof.


                             REDEMPTION OF SHARES


Shareholders may redeem their shares at any time at any price equal to the net
asset value per share next determined following receipt of a valid redemption
order by the transfer agent, in proper form. Payment will ordinarily be made
within three days of the receipt of a valid redemption order. The value of
shares on redemption may be more or less than the shareholder's cost, depending
upon the market value of the fund's net assets at the time of redemption. CLASS
B SHARE AND CLASS M SHARE AND CERTAIN CLASS A AND CLASS T SHARE PURCHASES ARE
ALSO SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE UPON CERTAIN REDEMPTIONS.
THE PROSPECTUS DESCRIBES THE REQUIREMENTS AND PROCEDURES FOR THE REDEMPTION OF
SHARES.

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


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


The CDSC is waived on redemptions of Class B and Class M shares in the
circumstances described below:

(a) Redemption upon Total Disability or Death

A fund will waive the CDSC on redemptions following the death or total
disability (as evidenced by a determination of the Federal Social Security
Administration) of a Class B or M shareholder, but in the case of total
disability only as to shares owned at the time of the initial determination of
disability. The transfer agent or distributor will require satisfactory proof
of death or disability before it determines to waive the CDSC.


                                       55
<PAGE>

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

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

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

(c) Reinvestment Privilege

The CDSC is also waived on redemption of Class B or M shares as it relates to
the reinvestment of redemption proceeds in the same class of shares of another
fund within 90 days after redemption.

(d) Certain Retirement Plan Withdrawals

A fund will waive the CDSC on withdrawals from IRS qualified and nonqualified
retirement plans, individual retirement accounts, tax-sheltered accounts, and
deferred compensation plans, where such withdrawals are permitted under the
terms of the plan or account (e.g., attainment of age 591/2, separation from
service, death, disability, loans, hardships, withdrawals of excess
contributions pursuant to applicable IRS rules or withdrawals based on life
expectancy under applicable IRS rules). This waiver does not include transfer
of asset redemptions, broker directed accounts or omnibus accounts.


                                     TAXES


Each fund has qualified (except IDEX Goldman Sachs Growth, IDEX T. Rowe Price
Dividend Growth, IDEX Salomon All Cap, IDEX Pilgrim Baxter Mid Cap Growth and
IDEX T. Rowe Price Small Cap which all intend to qualify), and expects to
continue to qualify, for treatment as a regulated investment company ("RIC")
under the Internal Revenue Code of 1986, as amended (the "Code"). In order to
qualify for that treatment, a fund must distribute to its shareholders for each
taxable year at least 90% of its investment company taxable income
("Distribution Requirement") and must meet several additional requirements.
With respect to each fund, these requirements include the following: (1) the
fund must derive at least 90% of its gross income each taxable year from
dividends, interest, payments with respect to securities loans, and gains from
the sale or other disposition of securities or foreign currencies, or other
income (including gains from options, futures or forward contracts) derived
with respect to its business of investing in securities or those currencies
("Income Requirement"); (2) at the close of each quarter of a fund's taxable
year, at least 50% of the value of its total assets must be represented by cash
and cash items, U.S. government securities, securities of other RICs and other
securities that, with respect to any one issuer, do not exceed 5% of the value
of the fund's total assets and that do not represent more than 10% of the
outstanding voting securities of the issuer; and (3) at the close of each
quarter of a fund's taxable year, not more than 25% of the value of its total
assets may be invested in securities (other than U.S. government securities or
the securities of other RICs) of any one issuer. If each fund qualifies as a
regulated investment company and distributes to its shareholders substantially
all of its net income and net capital gains, then each fund should have little
or no income taxable to it under the Code.


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

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


Proposals may be introduced before Congress for the purpose of restricting or
eliminating the federal income tax exemption for interest on municipal
securities. If such a proposal were enacted, the availability of municipal
securities for investment by IDEX AEGON Tax Exempt

                                       56
<PAGE>

and the value of its portfolio securities would be affected. In that event,
IDEX AEGON Tax Exempt will re-evaluate its investment objective and policies.

Dividends and interest received by a fund may be subject to income, withholding
or other taxes imposed by foreign countries and U.S. possessions that would
reduce the yield on its securities. Tax conventions between certain countries
and the United States may reduce or eliminate these foreign taxes, however, and
foreign countries generally do not impose taxes on capital gains in respect of
investments by foreign investors. If more than 50% of the value of IDEX JCC
Global's total assets at the close of its taxable year consists of securities
of foreign corporations, it will be eligible to, and may, file an election with
the IRS that will enable its shareholders, in effect, to receive the benefit of
the foreign tax credit with respect to any foreign and U.S. possessions income
taxes paid by it.


Pursuant to the election, a fund will treat those taxes as dividends paid to
its shareholders and each shareholder will be required to: (1) include in gross
income, and treat as paid by him, his proportionate share of those taxes; (2)
treat his share of those taxes and of any dividend paid by the fund that
represents income from foreign or U.S. possessions sources as his own income
from those sources; and (3) either deduct the taxes deemed paid by him in
computing his taxable income or, alternatively, use the foregoing information
in calculating the foreign tax credit against his federal income tax. IDEX JCC
Global will report to its shareholders shortly after each taxable year their
respective shares of the income from sources within, and taxes paid to, foreign
countries and U.S. possessions if it makes this election.


Each fund, except IDEX AEGON Tax Exempt, may invest in the stock of "passive
foreign investment companies" ("PFICs"). A PFIC is a foreign corporation that,
in general, meets either of the following tests: (1) at least 75% of its gross
income is passive; or (2) an average of at least 50% of its assets produce, or
are held for the production of, passive income. Under certain circumstances, a
fund will be subject to federal income tax on a portion of any "excess
distribution" received on the stock of a PFIC or of any gain on disposition of
that stock (collectively, "PFIC income"), plus interest thereon, even if the
fund distributes the PFIC income as a taxable dividend to its shareholders. The
balance of the PFIC income will be included in the fund's investment company
taxable income and, accordingly, will not be taxable to it to the extent that
income is distributed to its shareholders. If a fund invests in a PFIC and
elects to treat the PFIC as a "qualified electing fund," then in lieu of the
foregoing tax and interest obligation, the fund will be required to include in
income each year its pro rata share of the qualified electing fund's annual
ordinary earnings and net capital gain (the excess of net long-term capital
gain over net short-term capital loss). This will occur even if they are not
distributed to the fund and those amounts would be subject to the distribution
requirements described above. In most instances it will be very difficult, if
not impossible, to make this election because of certain requirements thereof.

A fund, however, may qualify for, and may make, an election permitted under
Section 853 of the Code so that shareholders may be eligible to claim a credit
or deduction on their federal income tax returns for, and will be required to
treat as part of the amounts distributed to them, their pro rata portion of
qualified taxes paid or incurred by the fund to foreign countries (which taxes
relate primarily to investment income). A fund may make an election under
Section 853 of the Code, provided that more than 50% of the value of the fund's
total assets at the close of the taxable year consists of securities in foreign
corporations, and the fund satisfies applicable distribution provisions of the
Code. The foreign tax credit available to shareholders is subject to certain
limitations imposed by the Code. In addition, another election is available
that would involve marking to market a fund's PFIC stock at the end of each
taxable year (and on certain other dates prescribed in the Code), with the
result that unrealized gains are treated as though they were realized although
any such gains recognized will be ordinary income rather than capital gain. If
this election were made, tax at the fund level under the PFIC rules would be
eliminated, but a fund could, in limited circumstances, incur nondeductible
interest charges. A fund's intention to qualify annually as a regulated
investment company may limit a fund's election with respect to PFIC stock.


The use of hedging strategies, such as writing (selling) and purchasing options
and futures contracts and entering into forward contracts, involves complex
rules that will determine for income tax purposes the character and timing of
recognition of the income received in connection therewith by a fund. Income
from foreign currencies (except certain gains therefrom that may be excluded by
future regulations), and income from transactions in options, futures and
forward contracts derived by a fund with respect to its business of investing
in securities or foreign currencies, will qualify as permissible income under
the Income Requirement.

If a fund satisfies certain requirements, any increase in value on a position
that is part of a "designated hedge" will be offset by any decrease in value
(whether realized or not) of the offsetting hedging position during the period
of the hedge for purposes of determining whether the fund satisfies the
Short-Short Limitation. Thus, only the net gain (if any) from the designated
hedge will be


                                       57
<PAGE>


included in gross income for purposes of that limitation. Each fund intends
that, when it engages in hedging transactions, they will qualify for this
treatment, but at the present time it is not clear whether this treatment will
be available for all of the fund's hedging transactions. To the extent this
treatment is not available, a fund may be forced to defer the closing out of
certain options and futures contracts beyond the time when it otherwise would
be advantageous to do so, in order for the fund to continue to qualify as a
RIC.

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

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

                            PRINCIPAL SHAREHOLDERS

To the knowledge of the Fund, as of September 30, 1999, no shareholders owned
beneficially or of record 5% or more of the outstanding shares of beneficial
interest of IDEX Alger Aggressive Growth, IDEX JCC Capital Appreciation, IDEX
JCC Global, IDEX NWQ Value Equity, IDEX LKCM Strategic Total Return, IDEX Dean
Asset Allocation, IDEX JCC Balanced, IDEX JCC Flexible Income, IDEX AEGON Tax
Exempt, IDEX Goldman Sachs Growth, IDEX T. Rowe Price Dividend Growth, IDEX
Salomon All Cap, IDEX Pilgrim Baxter Mid Cap Growth, or IDEX T. Rowe Price
Small Cap. National Heritage Foundation for the benefit of VORA, Falls Church,
Virginia, owns approximately   % of the outstanding shares of beneficial
interest of the IDEX GE/Scottish Equitable International Equity; Donaldson,
Lufkin & Jenrette Securities Corporation, Jersey City, New Jersey, owns
approximately   % of the outstanding shares of beneficial interest of the IDEX
GE/Scottish Equitable International Equity, and ISI owned beneficially or of
record approximately   % of the IDEX GE/Scottish Equitable International Equity
and   % of IDEX C.A.S.E. Growth. As of September 30, 1999 certain affiliates of
AIMI were the record owners of shares of beneficial interest of IDEX AEGON
Income Plus, AUSA Life Insurance Company owned beneficially or of record   % of
the outstanding shares. As of September 30, 1999, State Street Bank and Trust
Company as Trustee for the ConAgra Retirement Income Savings Plan, Boston,
Massachusetts, owned approximately   % of the outstanding shares of beneficial
interest of IDEX JCC Growth.

As of           , 1999, G. John Hurley, as Trustee of the Lydia A. Bickerton
Charitable Trust ("Charitable Trust"), dated 1-18-84, Clearwater, Florida owned
   % of Class A outstanding shares of beneficial interest of the IDEX Goldman
Sachs Growth fund, and ISI, the Fund's principal underwriter, owned
beneficially or of record approximately   % of Class A outstanding shares of
beneficial interest of the IDEX Goldman Sachs fund. Mr. Hurley, as Chairman of
the Board of ISI and as Trustee of the Charitable Trust, may be deemed to have
"control" of the IDEX Goldman Sachs Growth fund as defined by the 1940 Act.


                                 MISCELLANEOUS

ORGANIZATION

Each fund is a series of the IDEX Mutual Funds, a Massachusetts business trust
that was formed by a Declaration of Trust dated January 7, 1986. The Trust
currently is governed by a Restatement of Declaration of Trust ("Declaration of
Trust") dated as of August 30, 1991.

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

On September 20, 1996 in a tax-free reorganization, IDEX JCC Growth (formerly
IDEX II Growth Fund) acquired all of the assets and assumed all of the
liabilities of IDEX Fund and IDEX Fund 3 in exchange for Class T shares of IDEX
JCC Growth which were then distributed on a pro rata basis to the respective
shareholders of IDEX Fund and IDEX Fund 3. Upon closing of the reorganization,
IDEX II Series Fund changed its name to IDEX Series Fund. IDEX Series Fund
became IDEX Mutual Funds effective March 1, 1999.


                                       58
<PAGE>

SHARES OF BENEFICIAL INTEREST

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


The shares of beneficial interest of each fund are divided into four classes,
Class A, Class B, Class C and Class M shares; IDEX JCC Growth includes a fifth
class, Class T shares. Each class represents interests in the same assets of
the fund and differ as follows: each class of shares has exclusive voting
rights on matters pertaining to its plan of distribution or any other matter
appropriately limited to that class; Class A shares are subject to an initial
sales charge and are subject to a CDSC on purchases of $1 million or more if
redeemed within 24 months of purchase; Class B shares are subject to a CDSC, or
back-end load, at a declining rate; Class C shares are not subject to an
initial sales charge or CDSC; Class M shares are subject to an initial sales
charge and are subject to a CDSC if redeemed within 18 months of purchase;
Class B, Class C and Class M shares are subject to higher ongoing distribution
and service fees; each class may bear differing amounts of certain
class-specific expenses; and each class has a separate exchange privilege.
Class T shares of the IDEX JCC Growth are subject to an initial sales charge
and are subject to a CDSC if redeemed with 24 months of purchase. Class T
shares have no annual distribution and service fees. Class T shares are NOT
available to new investors; only existing Class T shareholders (who were
shareholders of IDEX Fund or IDEX Fund 3 on September 20, 1996) may purchase
additional Class T shares. The Fund does not anticipate that there will be any
conflicts between the interests of holders of the different classes of shares
of the same fund by virtue of these classes. On an ongoing basis, the Board of
Trustees will consider whether any such conflict exists and, if so, take
appropriate action. On any matter submitted to a vote of shareholders of a
series or class, each full issued and outstanding share of that series or class
has one vote.

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


LEGAL COUNSEL AND AUDITORS

Sutherland Asbill & Brennan LLP, 1275 Pennsylvania Avenue, N.W., Washington,
D.C. 20004, serves as counsel to the Fund and certain of its affiliates.
PricewaterhouseCoopers LLP, 160 Federal Street, Boston, MA 02110 serves as
independent accountants for the Fund.

REGISTRATION STATEMENT


This SAI and the prospectus for the Fund does not contain all the information
set forth in the registration statement and exhibits relating thereto, which
the Fund has filed with the SEC, Washington, D.C. under the 1933 Act and the
1940 Act, to which reference is hereby made.

                            PERFORMANCE INFORMATION


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

                                P(1 + T)n = ERV


(where P = a hypothetical initial investment of $1,000; T = the average annual
total return; N = the number of years; and ERV = the ending redeemable value of
a hypothetical $1,000 investment made at the beginning of the period). All
average annual total return figures reflect the deduction of a proportionate
share of each fund's expenses on an annual basis, and assume that the maximum
sales load (Class A, M and Class T shares) is deducted from the initial $1,000
investment and all dividends and distributions are paid in additional shares.
(No information is included for the new Class C shares as the Fund began
offering those shares on November 1, 1999.)



                                       59
<PAGE>

                          AVERAGE ANNUAL TOTAL RETURN



<TABLE>
<CAPTION>
                                                                         IDEX GE/SCOTTISH EQUITABLE
                                       IDEX ALGER AGGRESSIVE GROWTH         INTERNATIONAL EQUITY
AS OF OCTOBER 31, 1998                            CLASS                            CLASS
- ----------------------               -------------------------------- --------------------------------
                                          A          B        M***         A          B        M***
                                     ---------- ---------- ---------- ---------- ---------- ----------
<S>                                    <C>        <C>        <C>        <C>        <C>        <C>
Inception Date                         12/02/94   10/01/95   12/02/94   02/01/97   02/01/97   02/01/97
Sales Charge                              5.50%          *      1.00%      5.50%          *      1.00%
12b-1 Fee                                 0.35%      1.00%      0.90%      0.35%      1.00%      0.90%

Average Annual Total Return Including
 Sales Charges:
 1 year                                  15.74%     17.04%     20.89%    (3.07)%    (3.11)%      0.97%
 5 years                                    N/A        N/A        N/A        N/A        N/A        N/A
 10 years                                   N/A        N/A        N/A        N/A        N/A        N/A
 Inception                               25.31%     11.87%     26.45%     1.50 %     1.92 %      3.68%

Average Annual Total Return Without
 Deduction of Sales Charge:
 1 year                                  22.48%     22.04%     22.11%     2.58 %     1.89 %      1.99%
 5 years                                    N/A        N/A        N/A        N/A        N/A        N/A
 10 years                                   N/A        N/A        N/A        N/A        N/A        N/A
 Inception                               27.13%     12.37%     26.78%      4.85%      4.17%      4.28%

Cumulative Total Return Without
 Deduction of Sales Charge:
 1 year                                  22.48%     22.04%     22.11%     2.58 %     1.89 %      1.99%
 5 years                                    N/A        N/A        N/A        N/A        N/A        N/A
 10 years                                   N/A        N/A        N/A        N/A        N/A        N/A
 Inception                              156.14%     43.32%    153.33%     8.59 %     7.36 %      7.55%



<CAPTION>
                                      IDEX JCC CAPITAL APPRECIATION
AS OF OCTOBER 31, 1998                            CLASS
- ----------------------               --------------------------------
                                          A          B         M***
                                     ---------- ----------  ---------
<S>                                    <C>        <C>        <C>
Inception Date                         12/02/94   10/01/95   12/02/94
Sales Charge                              5.50%          *      1.00%
12b-1 Fee                                 0.35%      1.00%      0.90%

Average Annual Total Return Including
 Sales Charges:
 1 year                                   3.83%      4.35%      8.34%
 5 years                                    N/A        N/A        N/A
 10 years                                   N/A        N/A        N/A
 Inception                               16.00%     10.37%     16.89%

Average Annual Total Return Without
 Deduction of Sales Charge:
 1 year                                   9.87%      9.35%      9.43%
 5 years                                    N/A        N/A        N/A
 10 years                                   N/A        N/A        N/A
 Inception                               17.69%     10.90%     17.19%

Cumulative Total Return Without
 Deduction of Sales Charge:
 1 year                                   9.87%      9.35%      9.43%
 5 years                                    N/A        N/A        N/A
 10 years                                   N/A        N/A        N/A
 Inception                               89.29%     37.59%     86.17%
</TABLE>



<TABLE>
<CAPTION>
                                             IDEX JCC GLOBAL                       IDEX JCC GROWTH
AS OF OCTOBER 31, 1998                            CLASS                                 CLASS
- ----------------------               -------------------------------- -------------------------------------------
                                          A          B        M***          A          B        M***        T**
                                     ---------- ---------- ----------  ---------- ---------- ----------  --------
<S>                                    <C>        <C>        <C>         <C>        <C>        <C>        <C>
Inception Date                         10/01/92   10/01/95   10/01/93    05/08/86   10/01/95   10/01/93   6/04/85
Sales Charge                              5.50%          *      1.00%       5.50%          *      1.00%     8.50%
12b-1 Fee                                 0.35%      1.00%      0.90%       0.35%      1.00%      0.90%        0%

Average Annual Total Return Including
 Sales Charges:
 1 year                                   5.17%      5.93%      9.97%      27.77%     29.96%     32.65%    24.01%
 5 years                                 15.66%        N/A     16.33%      18.08%        N/A     18.84%    17.81%
 10 years                                   --%        N/A        N/A      18.81%        N/A        N/A    18.77%
 Inception                               19.59%     18.18%     17.69%      17.35%     22.46%     18.50%    17.65%

Average Annual Total Return Without
 Deduction of Sales Charge:
 1 year                                  11.30%     10.93%     11.08%      35.21%     34.96%     35.00%    35.53%
 5 years                                 16.98%        N/A     16.33%      19.43%        N/A     19.07%    19.92%
 10 years                                   --%        N/A        N/A      19.48%        N/A        N/A    19.83%
 Inception                               20.71%     18.64%     17.92%      17.89%     22.88%     18.74%    18.44%

Cumulative Total Return Without
 Deduction of Sales Charge:
 1 year                                  11.30%     10.93%     11.08%      35.21%     34.96%     35.00%    35.53%
 5 years                                119.02%        N/A    115.20%     142.96%        N/A    139.38%   147.99%
 10 years                                   N/A        N/A        N/A     493.06%        N/A        N/A   510.64%
 Inception                              213.98%     69.41%    131.08%     679.92%     88.79%    139.35%   866.59%
</TABLE>

                                       60
<PAGE>


<TABLE>
<CAPTION>
                                         IDEX C.A.S.E. GROWTH            IDEX NWQ VALUE EQUITY
AS OF OCTOBER 31, 1998                          CLASS                            CLASS
- ----------------------             -------------------------------- --------------------------------
                                        A          B        M***         A          B        M***
                                   ---------- ---------- ---------- ---------- ---------- ----------
<S>                                  <C>        <C>        <C>        <C>        <C>        <C>
Inception Date                       02/01/96   02/01/96   02/01/96   02/01/97   02/01/97   02/01/97
Sales Charge                            5.50%          *      1.00%      5.50%          *      1.00%
12b-1 Fee                               0.35%      1.00%      0.90%      0.35%      1.00%      0.90%

Average Annual Total Return
 Including Sales Charges:
 1 year                              (19.51)%   (19.63)%   (17.00)%   (10.18)%   (10.27)%    (7.34)%
 5 years                                  N/A        N/A        N/A        N/A        N/A        N/A
 10 years                                 N/A        N/A        N/A        N/A        N/A        N/A
 Inception                              3.18%      3.67%      4.40%      2.96%      3.51%      5.22%

Average Annual Total Return Without
 Deduction of Sales Charge:
 1 year                              (14.83)%   (15.40)%   (15.31)%    (4.96)%    (5.55)%    (5.46)%
 5 years                                  N/A        N/A        N/A        N/A        N/A        N/A
 10 years                                 N/A        N/A        N/A        N/A        N/A        N/A
 Inception                              5.33%      4.69%      4.79%      6.37%      5.74%      5.83%

Cumulative Total Return Without
 Deduction of Sales Charge:
 1 year                              (14.83)%   (15.40)%   (15.31)%    (4.96)%    (5.55)%    (5.46)%
 5 years                                  N/A        N/A        N/A        N/A        N/A        N/A
 10 years                                 N/A        N/A        N/A        N/A        N/A        N/A
 Inception                             15.32%     13.41%     13.70%     11.33%     10.18%     10.36%

<CAPTION>
                                   IDEX LKCM STRATEGIC TOTAL RETURN
AS OF OCTOBER 31, 1998                          CLASS
- ----------------------             --------------------------------
                                        A          B         M***
                                   ---------- ----------  ---------
<S>                                  <C>        <C>        <C>
Inception Date                       12/02/94   10/01/95   12/02/94
Sales Charge                            5.50%          *      1.00%
12b-1 Fee                               0.35%      1.00%      0.90%

Average Annual Total Return
 Including Sales Charges:
 1 year                                 1.52%      1.74%      4.78%
 5 years                                  N/A        N/A        N/A
 10 years                                 N/A        N/A        N/A
 Inception                             15.07%     14.03%     15.83%

Average Annual Total Return Without
 Deduction of Sales Charge:
 1 year                                 7.43%      6.74%      6.85%
 5 years                                  N/A        N/A        N/A
 10 years                                 N/A        N/A        N/A
 Inception                             16.74%     14.52%     16.12%

Cumulative Total Return Without
 Deduction of Sales Charge:
 1 year                                 7.43%      6.74%      6.85%
 5 years                                  N/A        N/A        N/A
 10 years                                 N/A        N/A        N/A
 Inception                             83.40%     51.95%     79.61%
</TABLE>



<TABLE>
<CAPTION>
                                        IDEX DEAN ASSET ALLOCATION           IDEX JCC BALANCED
AS OF OCTOBER 31, 1998                            CLASS                            CLASS
- ----------------------               -------------------------------- -------------------------------
                                          A          B        M***         A         B        M***
                                     ---------- ---------- ---------- ---------- --------- ----------
<S>                                    <C>        <C>        <C>        <C>        <C>       <C>
Inception Date                         10/01/95   10/01/95   10/01/95   12/02/94   10/1/95   12/02/94
Sales Charge                              5.50%          *      1.00%      5.50%         *      1.00%
12b-1 Fee                                 0.35%      1.00%      0.90%      0.35%     1.00%      0.90%

Average Annual Total Return Including
 Sales Charge:
 1 year                                   1.35%      1.56%      4.60%      8.38%     8.97%     11.94%
 5 years                                    N/A        N/A        N/A        N/A       N/A        N/A
 10 years                                   N/A        N/A        N/A        N/A       N/A        N/A
 Inception                               10.71%     11.52%     11.78%     17.68%    18.40%     18.45%

Average Annual Total Return Without
 Deduction of Sales Charge:
 1 year                                   7.25%      6.56%      6.67%     14.69%    13.97%     14.08%
 5 years                                    N/A        N/A        N/A        N/A       N/A        N/A
 10 years                                   N/A        N/A        N/A        N/A       N/A        N/A
 Inception                               12.75%     12.04%     12.15%     19.39%    18.85%     18.76%

Cumulative Total Return Without
 Deduction of Sales Charge:
 1 year                                   7.25%      6.56%      6.67%     14.69%    13.97%     14.08%
 5 years                                    N/A        N/A        N/A        N/A       N/A        N/A
 10 years                                   N/A        N/A        N/A        N/A       N/A        N/A
 Inception                               44.83%     42.01%     42.44%    100.23%    70.36%     96.12%

<CAPTION>
                                        IDEX JCC FLEXIBLE INCOME
AS OF OCTOBER 31, 1998                            CLASS
- ----------------------               --------------------------------
                                          A          B         M***
                                     ---------- ----------  ---------
<S>                                    <C>        <C>        <C>
Inception Date                         06/29/87   10/01/95   10/01/93
Sales Charge                              4.75%          *      1.00%
12b-1 Fee                                 0.35%      1.00%      0.90%

Average Annual Total Return Including
 Sales Charge:
 1 year                                   2.32%      1.74%      4.77%
 5 years                                  6.21%        N/A      6.44%
 10 years                                 7.74%        N/A        N/A
 Inception                                7.99%      7.75%      6.50%

Average Annual Total Return Without
 Deduction of Sales Charge:
 1 year                                   7.43%      6.74%      6.84%
 5 years                                  7.25%        N/A      6.65%
 10 years                                 8.27%        N/A        N/A
 Inception                                8.45%      8.30%      6.71%

Cumulative Total Return Without
 Deduction of Sales Charge:
 1 year                                   7.43%      6.74%      6.84%
 5 years                                 41.88%        N/A     38.00%
 10 years                               121.34%        N/A        N/A
 Inception                              150.96%     27.89%     39.11%
</TABLE>

                                       61
<PAGE>


<TABLE>
<CAPTION>
                                            IDEX AEGON INCOME PLUS                 IDEX AEGON TAX EXEMPT
AS OF OCTOBER 31, 1998                              CLASS                                  CLASS
- ----------------------               ------------------------------------   ------------------------------------
                                          A            B          M***           A            B           M***
                                     ----------   ----------   ----------   ----------   ----------    ---------
<S>                                    <C>          <C>          <C>          <C>          <C>          <C>
Inception Date                          6/14/85     10/01/95     10/01/93     04/01/85     10/01/95     10/01/93
Sales Charge                              4.75%            *        1.00%        4.75%            *        1.00%
12B-1 Fee                                 0.35%        1.00%        0.90%        0.35%        1.00%        0.60%

Average Annual Total Return
 Including Sales Charges:
 1 year                                 (1.38)%      (2.13)%        0.94%        2.10%        1.50%        4.85%
 5 years                                 6.16 %          N/A        6.28%        4.84%          N/A        5.39%
 10 years                                9.31 %          N/A          N/A        6.51%          N/A          N/A
 Inception                               9.79 %       7.05 %        6.42%        7.77%        6.06%        5.36%

Average Annual Total Return Without
 Deduction of Sales Charge:
 1 year                                  3.54 %       2.87 %        2.97%        7.19%        6.50%        6.92%
 5 years                                 7.19 %          N/A        6.49%        5.87%          N/A        5.60%
 10 years                                9.84 %          N/A          N/A        7.03%          N/A          N/A
 Inception                              10.19 %       7.62 %        6.63%        8.15%        6.63%        5.57%

Cumulative Total Return Without
 Deduction of Sales Charge:
 1 year                                  3.54 %       2.87 %        2.97%        7.19%        6.50%        6.92%
 5 years                                41.53 %          N/A       36.97%       33.00%          N/A       31.32%
 10 years                              155.67 %          N/A          N/A       97.29%          N/A          N/A
 Inception                             266.15 %      25.39 %       38.59%      189.91%       21.89%       31.69%
</TABLE>

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

* The contingent deferred sales charge on redemption of Class B shares is 5%
   during the first year, 4% during the second year, 3% during the third year,
   2% during the fourth year, 1% during the fifth and sixth years and 0%
   during the seventh year and later. The Class A, M and T shares are subject
   to a 1% contingent deferred sales charge.
 ** Performance of Class T Shares of IDEX JCC Growth is based on the historical
   performance of IDEX Fund from its inception on June 4, 1985 until the
   reorganization of IDEX Fund and IDEX Fund 3 into Class T Shares of IDEX
   Series Fund Growth Portfolio on September 20, 1996; and the historical
   performance of Class T Shares of IDEX JCC Growth thereafter.
*** Effective March 1, 1999, Class C shares became Class M shares.


No information is included for IDEX Goldman Sachs Growth, IDEX Pilgrim Baxter
Mid Cap Growth, IDEX T. Rowe Price Dividend Growth, IDEX T. Rowe Price Small
Cap and IDEX Salomon All Cap as they did not commence operations until March 1,
1999.


The current yield for a particular class of shares of each of IDEX JCC Flexible
Income, IDEX AEGON Tax Exempt, IDEX AEGON Income Plus, IDEX JCC Balanced, IDEX
AEGON Income Plus, IDEX Dean Asset Allocation or IDEX LKCM Strategic Total
Return is computed in accordance with a standardized method prescribed by rules
of the SEC. The yield is computed by dividing the fund's investment income per
share earned during a particular 30-day base period (including dividends, if
any and interest earned, minus expenses excluding reductions for affiliated
brokerage and custody earnings credits accrued during the period) by the
maximum offering price per share on the last day of the base period and then
annualizing the result.



                                       62
<PAGE>

                                  CURRENT YIELD


                                           30 DAY PERIOD
                                           ENDED 10/31/98
                                          ---------------
  IDEX LKCM STRATEGIC TOTAL RETURN
   Class A                                     1.06%
   Class B                                     0.52%
   Class M*                                    0.60%
  IDEX JCC BALANCED
   Class A                                     1.81%
   Class B                                     1.31%
   Class M*                                    1.41%
  IDEX JCC FLEXIBLE INCOME
   Class A                                     4.95%
   Class B                                     4.55%
   Class M*                                    4.66%
  IDEX AEGON TAX EXEMPT
   Class A                                     3.33%
   Class B                                     2.85%
   Class M*                                    3.25%
  IDEX AEGON INCOME PLUS
   Class A                                     5.57%
   Class B                                     5.20%
   Class M*                                    5.29%
  IDEX DEAN ASSET ALLOCATION
   Class A                                     1.31%
   Class B                                     0.78%
   Class M*                                    0.87%

- ------------------------------
* All shares designated as Class C shares prior to March 1, 1999 were renamed
  as Class M shares on that date. Effective November 1, 1999, each fund began
  offering a new Class C share that has different fees and expenses than the
  previous Class C share. Information is not included for the new Class C
  share because the Fund began offering those shares on November 1, 1999.

The tax equivalent yield of IDEX AEGON Tax Exempt is computed by dividing that
portion of the yield (as computed above) which is tax-exempt by one minus an
assumed tax rate of 28% and adding the product to that portion, if any, of the
fund's yield that is not tax-exempt. The tax equivalent yield of IDEX AEGON Tax
Exempt Class A, Class B and Class M shares based on a 30-day period ended
October 31, 1998 was 4.63%, 3.96% and 4.51%, respectively.

From time to time in advertisements or sales material, a fund may present and
discuss its performance rankings and/or ratings or other information as
published by recognized mutual fund statistical services or by publications of
general interest such as WALL STREET JOURNAL, BOSTON GLOBE, NEW YORK TIMES, LOS
ANGELES TIMES, CHRISTIAN SCIENCE MONITOR, USA TODAY, TAMPA TRIBUNE, ST.
PETERSBURG TIMES, FINANCIAL TIMES, HARTFORD CURRENT, INTERNATIONAL HERALD
TRIBUNE, INVESTOR'S BUSINESS DAILY, BOSTON HERALD, WASHINGTON POST, KIPLINGER'S
WASHINGTON LETTER, KIPLINGER'S TAX REPORT, KIPLINGER'S PERSONAL FINANCE
MAGAZINE, BARRON'S, BUSINESS WEEK, FINANCIAL SERVICES WEEK, NATIONAL
UNDERWRITER, TIME, NEWSWEEK, PENSIONS & INVESTMENTS, U.S. NEWS AND WORLD
REPORT, MORNINGSTAR MUTUAL FUND VALUES, ECONOMIST, BANK LETTER, BOSTON BUSINESS
JOURNAL, RESEARCH RECOMMENDATIONS, FACS OF THE WEKK, MONEY, MODERN MATURITY,
FORBES, FORTUNE, FINANCIAL PLANNER, AMERICAN BANKER, U.S. BANKER, ABA BANKING
JOURNAL, INSTITUTIONAL INVESTOR (U.S./EUROPE), REGISTERED REPRESENTATIVE,
INDEPENDENT AGENT, AMERICAN DEMOGRAPHICS, TRUSTS & ESTATES, CREDIT UNION
MANAGEMENT, PERSONAL INVESTOR, NEW ENGLAND BUSINESS, BUSINESS MONTH,
GENTLEMEN'S QUARTERLY, EMPLOYEE RESEARCH REPORT, EMPLOYEE BENEFIT PLAN REVIEW,
ICI MUTUAL FUND NEWS, SUCCEED, JOHNSON CHARTS, WEISENBERGER INVESTMENT
COMPANIES SERVICE, MUTUAL FUND QUARTERLY, FINANCIAL WORLD MAGAZINE, CONSUMER
REPORTS, BABSON-UNITED MUTUAL FUND SELECTOR AND MUTUAL FUND ENCYCLOPEDIA
(DEARBORN FINANCIAL PUBLISHING). A fund may also advertise non-standardized
performance information which is for a period in addition to those required to
be presented, or which provides actual year-by-year return, or any combination
thereof, or both. For Class A, Class M and Class T shares, non-standardized
performance may also be that which does not reflect deduction of the maximum
sales charge applicable to Class A, Class M and Class T shares or the


                                       63
<PAGE>

contingent deferred sales charge applicable to Class B and under certain
circumstances Class A, Class M and Class T shares. In addition, a fund may, as
appropriate, compare its performance to that of other types of investments such
as certificates of deposit, savings accounts and U.S. Treasuries, or to certain
interest rate and inflation indices, such as the Consumer Price Index. A fund
may also advertise various methods of investing including, among others, dollar
cost averaging, and may use compounding illustrations to show the results of
such investment methods. The Fund or the Distributor may also from time to time
in advertisements or sales material present tables or other information
comparing tax-exempt yields to the equivalent taxable yields, whether with
specific reference to IDEX AEGON Tax Exempt or otherwise.

                              FINANCIAL STATEMENTS

Audited financial statements for IDEX Alger Aggressive Growth, IDEX GE/Scottish
Equitable International Equity, IDEX JCC Capital Appreciation, IDEX JCC Global,
IDEX JCC Growth, IDEX C.A.S.E. Growth, IDEX NWQ Value Equity, IDEX LKCM
Strategic Total Return, IDEX Dean Asset Allocation, IDEX JCC Balanced, IDEX JCC
Flexible Income, IDEX AEGON Income Plus and IDEX AEGON Tax Exempt for the fiscal
year ended October 31, 1998 are incorporated by reference from the Fund's Annual
Report dated October 31, 1998. No information is included for IDEX Goldman Sachs
Growth, IDEX T. Towe Price Dividend Growth, IDEX Salomon All Cap, IDEX Pilgrim
Baxter Mid Cap Growth or IDEX T. Towe Price Small Cap as they did not commence
operations until March 1, 1999.


                                       64
<PAGE>

                                  APPENDIX A

               CERTAIN SECURITIES IN WHICH THE FUNDS MAY INVEST

I. MUNICIPAL OBLIGATIONS IN WHICH IDEX AEGON TAX EXEMPT MAY INVEST

A. MUNICIPAL BONDS


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

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

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


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


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

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


B. MUNICIPAL NOTES


The IDEX AEGON Tax Exempt may invest in the following types of municipal notes,
subject to the quality requirements described in the prospectus:



                                      A-1
<PAGE>


PROJECT NOTES. Project notes ("PNs") are issued on behalf of local authorities
at auctions conducted by the United States Department of Housing and Urban
Development to raise funds for federally sponsored urban renewal, neighborhood
development and housing programs. PNs are backed by the full faith and credit
of the federal government through agreements with the local authority which
provide that, if required, the federal government will lend the issuer an
amount equal to the principal of and interest on the PNs. Ordinarily, PNs are
repaid by rolling over the notes or from the proceeds of new bonds or other
securities which are issued to provide permanent financing.


BOND ANTICIPATION NOTES. Bond anticipation notes ("BANs") are usually general
obligations of state and local governmental issuers which are sold to obtain
interim financing for projects that will eventually be funded through the sale
of long-term debt obligations or bonds. The ability of an issuer to meet its
obligations on its BANs is primarily dependent on the issuer's access to the
long-term municipal bond market and the likelihood that the proceeds of such
bond sales will be used to pay the principal and interest on the BANs.

TAX ANTICIPATION NOTES. Tax anticipation notes ("TANs") are issued by state and
local governments to finance their current operations. Repayment is generally
to be derived from specific future tax revenues. TANs are usually general
obligations of the issuer. A weakness in an issuer's capacity to raise taxes
due to, among other things, a decline in its tax base or a rise in
delinquencies, could adversely affect the issuer's ability to meet its
obligations on outstanding TANs.

REVENUE ANTICIPATION NOTES. Revenue anticipation notes ("RANs") are issued by
governments or governmental bodies with the expectation that future revenues
from a designated source will be used to repay the notes. In general, they also
constitute general obligations of the issuer. A decline in the receipt of
projected revenues, such as anticipated revenues from another level of
government, could adversely affect an issuer's ability to meet its obligations
on outstanding RANs. In addition, the possibility that the revenues would, when
received, be used to meet other obligations could affect the ability of the
issuer to pay the principal and interest on RANs.

CONSTRUCTION LOAN NOTES. Construction loan notes are issued to provide
construction financing for specific projects. Frequently, these notes are
redeemed with funds obtained from the Federal Housing Administration.

BANK NOTES. Bank notes are notes issued by local governmental bodies and
agencies as those described above to commercial banks as evidence of
borrowings. Banks on occasion sell such notes to purchasers such as the IDEX
AEGON Tax Exempt. The purposes for which the notes are issued vary, but bank
notes are frequently issued to meet short-term working-capital or
capital-project needs. These notes typically are redeemed with revenue from
taxes or from long-term financing proceeds, and may have risks similar to the
risks associated with TANs and RANs.

C. MUNICIPAL COMMERCIAL PAPER


Municipal commercial paper (also called "short-term discount notes") represents
short-term obligations of state and local governments and their agencies issued
typically to meet seasonal working capital or interim construction financing
requirements. Municipal commercial paper is often issued at a discount, with
shorter maturities than municipal notes. Such obligations are repayable from
general revenues of the issuer or refinanced with long-term debt. In most
cases, municipal commercial paper is backed by letters of credit, lending or
note repurchase agreements, or other credit facility agreements offered by
banks or other institutions.

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


D. FLOATING RATE AND VARIABLE RATE OBLIGATIONS


IDEX AEGON Tax Exempt may purchase floating rate and variable rate obligations,
including participation interests therein (see section E below). Investments in
floating or variable rate securities normally will include IDBs which provide
that the rate of interest is set as a specific percentage of a designated base
rate, such as the rate on Treasury bonds or bills or the prime rate at a major
commercial bank, and that the fund can demand payment of the obligation on
short notice at par value plus accrued interest. Variable rate securities
provide for a specified periodic adjustment in the interest


                                      A-2
<PAGE>

rate, while floating rate securities have flexible rates that change whenever
there is a change in the designated base interest rate. Frequently, such
securities are secured by letters of credit or other credit support
arrangements provided by banks. The quality of the underlying creditor (i.e.,
the corporation utilizing the IDBs financing) or the bank, as the case may be,
must be equivalent to the municipal obligation ratings required for purchases
for the IDEX AEGON Tax Exempt.


E. PARTICIPATION INTERESTS

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


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


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

The funds may invest in the following obligations for temporary defensive
purposes or as otherwise described in the prospectus.

A. U.S. GOVERNMENT OBLIGATIONS


As described in the prospectus, a fund may invest in some or all of the
following types of direct obligations of the federal government, issued by the
Department of the Treasury, and backed by the full faith and credit of the
federal government.


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


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


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

B. OBLIGATIONS OF FEDERAL AGENCIES, INSTRUMENTALITIES AND AUTHORITIES


Certain federal agencies have been established as instrumentalities of the
United States government to supervise and finance certain types of activities.
These agencies include, but are not limited to, the Banks for Cooperatives,
Federal Land Banks, Federal Intermediate Credit Banks, Federal Home Loan Banks
("FHLB"), Federal National Mortgage Association ("FNMA"), Government National
Mortgage Association ("GNMA"), Export-Import Bank of the United States, and


                                      A-3
<PAGE>

Tennessee Valley Authority ("TVA"). Issues of these agencies, while not direct
obligations of the United States government, are either backed by the full
faith and credit of the United States (e.g., GNMA Certificates or certain TVA
bonds) or are guaranteed by the Treasury (e.g., certain other TVA bonds) or
supported by the issuing agencies' right to borrow from the Treasury (e.g.,
FHLB and FNMA bonds). There can be no assurance that the United States
government itself will pay interest and principal on securities as to which it
is not legally obligated to do so.


C. CERTIFICATES OF DEPOSIT AND TIME DEPOSITS

A time deposit is a non-negotiable interest-bearing deposit with a bank which
generally cannot be withdrawn prior to a specified maturity date without
substantial interest penalties. A certificate of deposit ("CD") is a negotiable
instrument issued by a bank against a time deposit. CDs normally can be traded
in the secondary market prior to maturity, and are thus more liquid than other
forms of time deposits. The funds will only invest in U.S. dollar denominated
time deposits and CDs representing deposits in U.S. banks with assets of $1
billion or more, whose deposits are insured by the Federal Deposit Insurance
Corporation.

D. COMMERCIAL PAPER

Commercial paper refers to short-term unsecured promissory notes issued by
commercial and industrial corporations to finance their current operations.
Commercial paper may be issued at a discount and redeemed at par, or issued at
par with interest added at maturity. The interest or discount rate depends on
general interest rates, the credit standing of the issuer, and the maturity of
the note, and generally moves in tandem with rates on large CDs and Treasury
bills. An established secondary market exists for commercial paper,
particularly that of stronger issuers which are rated by Moody's Investors
Service, Inc. and Standard and Poor's Ratings Group. Investments in commercial
paper are subject to the risks that general interest rates will rise, that the
credit standing and outside rating of the issuer will fall, or that the
secondary market in the issuer's notes will become too limited to permit their
liquidation at a reasonable price.

E. BANKERS' ACCEPTANCES

A bankers' acceptance is a negotiable short-term draft, generally arising from
a bank customer's commercial transaction with another party, with payment due
for the transaction on the maturity date of the customer's draft. The draft
becomes a bankers' acceptance when the bank, upon fulfillment of the
obligations of the third party, accepts the draft for later payment at
maturity, thus adding the bank's guarantee of payment to its customer's own
obligation. In effect, a bankers' acceptance is a post-dated certified check
payable to its bearer at maturity. Such acceptances are highly liquid, but are
subject to the risk that both the customer and the accepting bank will be
unable to pay at maturity. A fund may invest in U.S. dollar denominated
bankers' acceptances issued by U.S. banks, their foreign branches, and by U.S.
branches of foreign banks.

F. REPURCHASE AGREEMENTS FOR U.S. GOVERNMENT SECURITIES


Subject to its investment restrictions, a fund may enter into repurchase
agreements with banks and dealers for securities of or guaranteed by the U.S.
government, under which the fund purchases securities and agrees to resell the
securities at an agreed upon time and at an agreed upon price. The difference
between the amount a fund pays for the securities and the amount it receives
upon resale is accrued as interest and reflected in the fund's net investment
income. When a fund enters into repurchase agreements, it relies on the seller
to repurchase the securities. Failure to do so may result in a loss for the
fund if the market value of the securities is less than the repurchase price.
Under the 1940 Act, repurchase agreements may be considered collateralized
loans by a fund.


At the time a fund enters into a repurchase agreement, the value of the
underlying security including accrued interest will be equal to or exceed the
value of the repurchase agreement and, for repurchase agreements that mature in
more than one day, the seller will agree that the value of the underlying
security including accrued interest will continue to be at least equal to the
value of the repurchase agreement.

Although repurchase agreements carry certain risks not associated with direct
investment in securities, a fund intends to enter into repurchase agreements
only with banks and dealers in transactions which the fund's sub-adviser
believes present minimal credit risks in accordance with guidelines adopted by
the Trustees. To the extent that proceeds from any sales of collateral upon a
default in the counterparty's obligation to repurchase were less than the
repurchase price, the


                                      A-4
<PAGE>

fund would suffer a loss. If the counterpart's petitions for bankruptcy or
otherwise becomes subject to bankruptcy or liquidation proceedings, there might
be restrictions on a fund's ability to sell the collateral and the fund could
suffer a loss.

III. OTHER SECURITIES IN WHICH THE FUNDS MAY INVEST

A. CORPORATE DEBT SECURITIES

A fund may invest in corporate bonds, notes and debentures of long and short
maturities and of various grades, including unrated securities. Corporate debt
securities exist in great variety, differing from one another in quality,
maturity, and call or other provisions. Lower grade bonds, whether rated or
unrated, usually offer higher interest income, but also carry increased risk of
default. Corporate bonds may be secured or unsecured, senior to or subordinated
to other debt of the issuer, and, occasionally, may be guaranteed by another
entity. In addition, they may carry other features, such as those described
under "Convertible Securities" and "Variable or Floating Rate Securities," or
have special features such as the right of the holder to shorten or lengthen
the maturity of a given debt instrument, rights to purchase additional
securities, rights to elect from among two or more currencies in which to
receive interest or principal payments, or provisions permitting the holder to
participate in earnings of the issuer or to participate in the value of some
specified commodity, financial index, or other measure of value.

B. INTERNATIONAL AGENCY OBLIGATIONS


A fund may invest in bonds, notes or Eurobonds of international agencies.
Examples are securities issued by the Asian Development Bank, the European
Economic Community, and the European Investment Bank. The funds may also
purchase obligations of the International Bank for Reconstruction and
Development which, while technically not a U.S. government agency or
instrumentality, has the right to borrow from the participating countries,
including the United States.


C. BANK OBLIGATIONS OR SAVINGS AND LOAN OBLIGATIONS

Subject to its investment restrictions, a fund may purchase certificates of
deposit, bankers' acceptances and other debt obligations of commercial banks
and certificates of deposit and other debt obligations of savings and loan
associations ("S&L's"). Certificates of deposit are receipts from a bank or an
S&L for funds deposited for a specified period of time at a specified rate of
return. Bankers' acceptances are time drafts drawn on commercial banks by
borrowers, usually in connection with international commercial transactions.
These instruments may be issued by institutions of any size, may be of any
maturity, and may be insured or uninsured. The quality of bank or savings and
loan obligations may be affected by such factors as (a) location -- the
strength of the local economy will often affect financial institutions in the
region, (b) asset mix -- institutions with substantial loans in a troubled
industry may be weakened by those loans, and (c) amount of equity capital --
under-capitalized financial institutions are more vulnerable when loan losses
are suffered. The sub-adviser will evaluate these and other factors affecting
the quality of bank and savings and loan obligations purchased by a fund, but
the fund is not restricted to obligations or institutions which satisfy
specified quality criteria.

D. VARIABLE OR FLOATING RATE SECURITIES

Subject to its investment restrictions, a fund may purchase variable rate
securities that provide for automatic establishment of a new interest rate at
fixed intervals (E.G., daily, monthly, semi-annually, etc.). Floating rate
securities provide for automatic adjustment of the interest rate whenever some
specified interest rate index changes. The interest rate on variable and
floating rate securities is ordinarily determined by reference to, or is a
percentage of, a bank's prime rate, the 90-day U.S. Treasury bill rate, the
rate of return on commercial paper or bank certificates of deposit, an index of
short-term interest rates, or some other objective measure.

E. PREFERRED STOCKS

Subject to a fund's investment restrictions, a fund may purchase preferred
stocks. Preferred stocks are securities which represent an ownership interest
in a corporation and which give the owner a prior claim over common stock on
the corporation's earnings and assets. Preferred stock generally pays quarterly
dividends. Preferred stocks may differ in many of their provisions. Among the
features that differentiate preferred stocks from one another are the dividend
rights, which may be cumulative or non-cumulative and participating or
non-participating, redemption provisions, and voting rights. Such features will
establish the income return and may affect the prospects for capital
appreciation or risks of capital loss.


                                      A-5
<PAGE>

F. CONVERTIBLE SECURITIES

Subject to its investment restrictions, a fund may invest in debt securities
convertible into or exchangeable for equity securities, or debt securities that
carry with them the right to acquire equity securities, as evidenced by
warrants attached to such securities or acquired as part of units of the
securities. Such securities normally pay less current income than securities
without conversion features, but add the potential opportunity for appreciation
from enhanced value for the equity securities into which they are convertible,
and the concomitant risk of loss from declines in those values.

G. COMMON STOCKS

Subject to its investment restrictions, a fund may invest in common stocks.
IDEX JCC Flexible Income will consider investment in income-producing common
stocks if the yields of common stocks generally become competitive with the
yields of other income securities. Common stocks are junior to the debt
obligations and preferred stocks of an issuer. Hence, dividend payments on
common stocks should be regarded as less secure than income payments on
corporate debt securities.


                                      A-6




<PAGE>

                                IDEX MUTUAL FUNDS

                                OTHER INFORMATION

PART C

ITEM 23.          EXHIBITS

    List all exhibits filed as part of the Registration Statement.

         (a)  Restatement of Declaration of Trust (1)

         (b)  Bylaws, as amended (1)

         (c)  Not Applicable

         (d)  (1) Management and Investment Advisory Agreement
                  (aa) IDEX Alger Aggressive Growth (1)
                  (bb) IDEX GE/Scottish Equitable International Equity (1)
                  (cc) Agreement for IDEX JCC Capital Appreciation,
                       Global, Growth, Balanced and Flexible Income (6)
                  (dd) IDEX C.A.S.E. Growth (3)
                  (ee) IDEX NWQ Value Equity (2)
                  (ff) IDEX LKCM Strategic Total Return (1)
                  (gg) IDEX Dean Asset Allocation (1)
                  (hh) IDEX AEGON Income Plus (1)
                  (ii) IDEX AEGON Tax Exempt (1)
                  (jj) Form of Agreement for IDEX Goldman  Sachs Growth,
                       IDEX T. Rowe Price Dividend Growth, IDEX Salomon All
                       Cap, IDEX Pilgrim Baxter Mid Cap Growth, and IDEX T.
                       Rowe Price Small Cap. (6)

              (2) Investment Counsel Agreement
                  (aa) IDEX Alger Aggressive Growth (1)
                  (bb) (i) IDEX GE/Scottish Equitable International Equity
                           (2) (ii) IDEX GE/Scottish Equitable International
                           Equity (2)
                  (cc) Agreement for IDEX JCC Capital Appreciation, Global,
                       Growth, Balanced and Flexible Income (6)
                  (dd) IDEX C.A.S.E. Growth (3)
                  (ee) IDEX NWQ Value Equity (5)
                  (ff) IDEX LKCM Strategic Total Return (1)
                  (gg) IDEX Dean Asset Allocation (4)
                  (hh) IDEX AEGON Income Plus (1)
                  (ii) IDEX AEGON Tax Exempt (1)
                  (jj) Form of Agreement for IDEX Goldman Sachs Growth (6)
                  (kk) Form of Agreement for IDEX T. Rowe Price Dividend Growth
                       and Small Cap (6)
                  (ll) Form of Agreement for IDEX Salomon All Cap (6)
                  (mm) Form of Agreement for IDEX Pilgrim Baxter Mid Cap
                       Growth (6)

         (e)   Administrative Services Agreement
                 (1) IDEX JCC Capital Appreciation (1)
                 (2) IDEX JCC Global (1)
                 (3) IDEX JCC Growth (1)
                 (4) IDEX JCC Balanced (1)
                 (5) IDEX JCC Flexible Income (1)


                                       1
<PAGE>

                  (6) Form of Agreement for IDEX Alger Aggressive Growth, IDEX
                      GE/Scottish Equitable International Equity, IDEX C.A.S.E.
                      Growth, IDEX NWQ Value Equity, IDEX LKCM Strategic Total
                      Return, IDEX Dean Asset Allocation, IDEX AEGON Income Plus
                      and IDEX AEGON Tax Exempt. (6)

                  (7) Form of Agreement for IDEX Goldman Sachs Growth, IDEX T.
                      Rowe Price Dividend Growth, IDEX Salomon All Cap, IDEX
                      Pilgrim Baxter Mid Cap Growth, and IDEX T. Rowe Price
                      Small Cap. (6)

         (f)  Underwriting Agreement (5)
                  (1) Dealer's Sales Agreement
                  (2) Service Agreement
                  (3) Wholesaler's Agreement (3)


         (g) Trustees/Directors Deferred Compensation Plan (2)

         (h) Custody Agreement (2)

         (i) Transfer Agency Agreement with Idex Investor Services, Inc. (1)

         (j) Opinion of Counsel (8)

         (k) (1)  Consent of PricewaterhouseCoopers LLP (8)

             (2) Consent of Sutherland Asbill & Brennan, LLP (8)

         (l) Not Applicable

         (m) Investment Letter from Sole Shareholder (1)

         (n) (1) Plan of Distribution under Rule 12b-1 - Class A Shares
                  (aa) IDEX Alger Aggressive Growth (1)
                  (bb) IDEX GE/Scottish Equitable International Equity (1)
                  (cc) IDEX JCC Capital Appreciation (1)
                  (dd) IDEX JCC Global (1)
                  (ee) IDEX JCC Growth (1)
                  (ff) IDEX C.A.S.E. Growth (3)
                  (gg) IDEX NWQ Value Equity (1)
                  (hh) IDEX LKCM Strategic Total Return (1)
                  (ii) IDEX Dean Asset Allocation (5)
                  (jj) IDEX JCC Balanced (1)
                  (kk) IDEX JCC Flexible Income (1)
                  (ll) IDEX AEGON Income Plus (1)
                  (mm) IDEX AEGON Tax Exempt (1)
                  (nn) Form of Plan for IDEX Goldman Sachs Growth (6)
                  (oo) Form of Plan for IDEX T. Rowe Price Dividend Growth (6)
                  (pp) Form of Plan for IDEX Salomon All Cap (6)
                  (qq) Form of Plan for IDEX Pilgrim Baxter Mid Cap Growth (6)
                  (rr) Form of Plan for IDEX T. Rowe Price Small Cap (6)

             (2) Plan of Distribution under Rule 12b-1 - Class B Shares
                  (aa) IDEX Alger Aggressive Growth (1)

                                       2
<PAGE>

                  (bb) IDEX GE/Scottish Equitable International Equity (1)
                  (cc) IDEX JCC Capital Appreciation (1)
                  (dd) IDEX JCC Global (1)
                  (ee) IDEX JCC Growth (1)
                  (ff) IDEX C.A.S.E. Growth (4)
                  (gg) IDEX NWQ Value Equity (1)
                  (hh) IDEX LKCM Strategic Total Return (1)
                  (ii) IDEX Dean Asset Allocation (5)
                  (jj) IDEX JCC Balanced (1)
                  (kk) IDEX JCC Flexible Income (1)
                  (ll) IDEX AEGON Income Plus (1)
                  (mm) IDEX AEGON Tax-Exempt (1)
                  (nn) Form of Plan for IDEX Goldman Sachs Growth (6)
                  (oo) Form of Plan for IDEX T. Rowe Price Dividend Growth (6)
                  (pp) Form of Plan for IDEX Salomon All Cap (6)
                  (qq) Form of Plan for IDEX Pilgrim Baxter Mid Cap Growth (6)
                  (rr) Form of Plan for IDEX T. Rowe Price Small Cap (6)

              (3) Plan of Distribution under Rule 12b-1 - Class C Shares
                  (aa) IDEX Alger Aggressive Growth
                  (bb) IDEX GE/Scottish Equitable International Equity
                  (cc) IDEX JCC Capital Appreciation
                  (dd) IDEX JCC Global
                  (ee) IDEX JCC Growth
                  (ff) IDEX C.A.S.E. Growth
                  (gg) IDEX NWQ Value Equity
                  (hh) IDEX LKCM Strategic Total Return
                  (ii) IDEX Dean Asset Allocation
                  (jj) IDEX JCC Balanced
                  (kk) IDEX JCC Flexible Income
                  (ll) IDEX AEGON Income Plus
                  (mm) IDEX AEGON Tax Exempt
                  (nn) IDEX Goldman Sachs Growth
                  (oo) IDEX T. Rowe Price Dividend Growth
                  (pp) IDEX Salomon All Cap
                  (qq) IDEX Pilgrim Baxter Mid Cap Growth
                  (rr) IDEX T. Rowe Price Small Cap

              (4) Plan of Distribution under Rule 12b-1 - Class M Shares
                  (aa) IDEX Alger Aggressive Growth (1)
                  (bb) IDEX GE/Scottish Equitable International Equity (1)
                  (cc) IDEX JCC Capital Appreciation (1)
                  (dd) IDEX JCC Global (1)
                  (ee) IDEX JCC Growth (1)
                  (ff) IDEX C.A.S.E. Growth (4)
                  (gg) IDEX NWQ Value Equity (1)
                  (hh) IDEX LKCM Strategic Total Return (1)
                  (ii) IDEX Dean Asset Allocation (5)
                  (jj) IDEX JCC Balanced (1)
                  (kk) IDEX JCC Flexible Income (1)
                  (ll) IDEX AEGON Income Plus (1)
                  (mm) IDEX AEGON Tax Exempt (1)
                  (nn) Form of Plan for IDEX Goldman Sachs Growth (6)
                  (oo) Form of Plan for IDEX T. Rowe Price Dividend Growth (6)
                  (pp) Form of Plan for IDEX Salomon All Cap (6)
                  (qq) Form of Plan for IDEX Pilgrim Baxter Mid Cap Growth (6)

                                       3
<PAGE>

                  (rr) Form of Plan for IDEX T. Rowe Price Small Cap (6)

         (o)  Financial Data Schedule (8)

         (p)  Multiple Class Shares

- ----------
(1) Filed previously with Post-Effective Amendment No. 24 to Registration
    Statement filed on November 15, 1996 (File No. 33-2659).
(2) Filed previously with Post-Effective Amendment No. 25 to Registration
    Statement filed on January 31, 1997 (File No. 33-2659)
(3) Filed previously with Post-Effective Amendment No. 20 to Registration
    Statement filed on November 17, 1995 (File No. 33-2659).
(4) Filed previously with Post-Effective Amendment No. 18 to Registration
    Statement filed on June 30, 1995 (File No. 33-2659).
(5) Filed previously with Post-Effective Amendment No. 26 to Registration
    Statement filed on July 16, 1997 (File No. 33-2659).
(6) Filed previously with Post-Effective Amendment No. 29 to Registration
    Statement filed on December 15, 1998 (File No. 33-2659).
(7) Filed previously by the registrant with the registration statement filed on
    Form N-14 on June 3, 1996 (File No. 33-05113).

(8)  To be filed by amendment.


ITEM 24  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

     To the knowledge of the Registrant, IDEX GE/Scottish Equitable
International Equity, IDEX Alger Aggressive Growth, IDEX JCC Capital
Appreciation, IDEX JCC Global, IDEX JCC Growth, IDEX C.A.S.E. Growth, IDEX NWQ
Value Equity, IDEX LKCM Strategic Total Return, IDEX Dean Asset Allocation, IDEX
JCC Balanced, IDEX JCC Flexible Income, IDEX AEGON Income Plus and IDEX AEGON
Tax Exempt, IDEX Goldman Sachs Growth, IDEX T. Rowe Price Dividend Growth, IDEX
Salomon All Cap, IDEX Pilgrim Baxter Mid Cap Growth and IDEX T. Rowe Price Small
Cap are not controlled by or under common control with any other person. The
Registrant has no subsidiaries.

ITEM 25  INDEMNIFICATION

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

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

ITEM 26  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS

          (a). IDEX JCC Capital Appreciation, IDEX JCC Global, IDEX JCC Growth,
               IDEX JCC Balanced, IDEX JCC Flexible Income, IDEX Alger
               Aggressive Growth, IDEX GE/Scottish Equitable International
               Equity, IDEX CA.S.E. Growth, IDEX NWQ Value Equity, IDEX LKCM
               Strategic Total Return, IDEX Dean Asset Allocation,, IDEX AEGON
               Income Plus, IDEX AEGON Tax Exempt, IDEX Goldman Sachs Growth,
               IDEX T. Rowe Price Dividend Growth, IDEX Salomon All Cap, IDEX
               Pilgrim Baxter Mid Cap Growth and IDEX T. Rowe Price Small Cap:

                                       4
<PAGE>

        The only business of Idex Management, Inc. ("IMI") is to serve as the
investment adviser to each Fund of IDEX Series Fund.

                                      * * *

        Janus Capital Corporation also serves as sub-adviser to certain of the
mutual funds within the WRL Series Fund and as investment adviser or sub-adviser
to other mutual funds, and for private and retirement accounts. Thomas H.
Bailey, Trustee, Chairman and President of Janus Investment Fund and Janus Aspen
Series, Chairman, CEO, Director and President of the Sub-Adviser Director of
Janus Distributors, Inc., and Chairman and Director of Idex Management, Inc.,
has no business, profession, vocation or employment of a substantial nature
other than his positions with Idex Management, Inc. and Janus Capital
Corporation. James P. Craig, Executive Vice President and Trustee of Janus
Investment Fund and Janus Aspen Series, Director, Vice Chairman and Chief
Investment Officer of Janus Capital Corporation, has no substantial business,
profession, vocation or employment other than his positions with Janus Capital
Corporation. Michael N. Stolper, a Director of Janus Capital Corporation, is
President of Stolper & Company, 525 "B" Street, Suite 1080, San Diego, CA 92101,
an investment performance consultant. Michael E. Herman, a Director of Janus
Capital Corporation, is Chairman of the Finance Committee of Ewing Marion
Kauffman Foundation, 4900 Oak, Kansas City, MO 64112. Thomas A. McDonnell, a
Director of Janus Capital Corporation, is President, Director and CEO of DST
Systems, Inc., 333 West 11th Street, 5th Floor, Kansas City, MO 64105, a
provider of data processing and recordkeeping services for various mutual funds.
Landon H. Rowland, a Director of Janus Capital, President and Chief Executive
Officer of Kansas City Southern Industries, Inc. Steven R. Goodbarn is Vice
President and Chief Financial Officer of Janus Investment Fund and Janus Aspen
Series, Vice President of Finance, Treasurer and Chief Financial officer of
Janus Capital Corporation, Janus Service Corporation and Janus Distributors,
Inc., Director of Janus Distributors, Inc., Janus Service Corporation, and Idex
Management, Inc. and Vice President of Finance of Janus Capital International
Ltd., Margie G. Hurd, Vice President and Chief Operations Officer of Janus
Capital, Director and President of Janus Service Corporation. Mark B. Whiston,
Vice President and Chief Marketing Officer of Janus Capital, Director and
President of Janus Capital International, Ltd. Sandy R. Rufenacht, Executive
Vice President of Janus Investment Fund and Aspen Series, and Assistant Vice
President of Janus Capital. Helen Young Hayes, Scott W. Schoelzel, and Ronald V.
Speaker are each a Vice President of Janus Capital Corporation and an Executive
Vice President of Janus Investment Fund and Janus Aspen Series.

                                      * * *

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

        Fred M. Alger III, serves as Chairman of the Board, David D. Alger
serves as President and Director, Gregory S. Duch serves as Treasurer and Mary
Marsden-Cochran serves as Secretary of the following companies: Alger
Associates, Inc.; Alger Management; Alger, Inc.; Alger Properties, Inc., Alger
Shareholder Services, Inc.; Alger Life Insurance Agency, Inc.; and Castle
Convertible Fund, Inc. Fred M. Alger also serves as Chairman of the Board of
Analysts Resources, Inc. ("ARI") and Chairman of the Board and Trustee of The
Alger Fund, The Alger American Fund, Spectra Fund and The Alger Retirement Fund.
David D. Alger also serves as Executive Vice President and Director of ARI and
as President and Trustee of The Alger Fund, The Alger American Fund, Spectra
Fund and The Alger Retirement Fund. Gregory S. Duch also serves as Treasurer of
ARI, The Alger Fund, The Alger American Fund, Spectra Fund and The Alger
Retirement Fund. Mary Marsden-Cochran also serves as Secretary of ARI, The Alger
Fund, Spectra Fund, The Alger American Fund and The Alger Retirement Fund. The
principal business address of each of the companies listed above, other than
Alger, Inc., is 1 World Trade Center, Suite 9333, New York, NY 10048. The
principal business address of Alger, Inc. is 30 Montgomery Street, Jersey City,
NJ 07302.

                                      * * *

        Scottish Equitable Investment Management Limited ("Scottish Equitable")
serves as a Co-Sub-Adviser to IDEX GE/Scottish Equitable International Equity.
See "Management of the Fund - The Co-Sub-Advisers" in the Prospectus and
Statement of Additional Information regarding the business of Scottish
Equitable. Scottish Equitable is a wholly-owned subsidiary of Scottish Equitable
Asset Management plc.

        The Directors and Officers of Scottish Equitable are listed below.
Unless otherwise indicated, each Director and Officer has a principal business
address of Edinburgh Park, Edinburgh EH12 9SE: William W. Stewart, Chairman of
the Board and Executive Director, Strategy; Russell Hogan, Investment
Development Director; Roy Patrick, Director


                                       5
<PAGE>

and Company Secretary; Paul N. Ritchie, Director and Investment Administration
Manager; Otto Thoresen, Director, International Business.

       None of these Directors or Officers has any substantial business,
profession, vocation or employment other than their positions with Scottish
Equitable, Scottish Equitable plc and other group companies.

       GE Investment Management Incorporated ("GEIM") also serves as a
Co-Sub-Adviser for IDEX GE/Scottish Equitable International Equity. GEIM is a
wholly-owned subsidiary of General Electric Company ("GE"). GEIM's principal
officers and directors serve in similar capacities with respect to General
Electric Investment Corporation ("GEIC," and, together with GEIM, collectively
referred to as "GE Investments"), which like GEIM is a wholly-owned subsidiary
of GE. The directors and executive officers of GEIM are: John H. Myers,
President and Director, Michael J. Cosgrove, Executive Vice President and
Director, Alan M. Lewis, Executive Vice President, General Counsel, and
Director; Robert A. MacDougall, Executive Vice President; Eugene K. Bolton,
Executive Vice President and Director; Donald W. Torey, Executive Vice President
and Director, Ralph R. Layman, Executive Vice President and Director, Thomas J.
Szkutak, Executive Vice President, Chief Financial Officer and Director and
Geoffrey R. Norman, Executive Vice President and Director. All of these officers
and/or directors have no substantial business, profession, vocation or
employment other than their positions with GEIC and its affiliates.

                                      * * *

        C.A.S.E. Management, Inc. ("C.A.S.E".), sub-adviser to IDEX C.A.S.E.
Growth, is a registered investment advisory firm and a wholly-owned subsidiary
of C.A.S.E., Inc. C.A.S.E., Inc. is indirectly controlled by William Edward
Lange, President and Chief Executive Officer of C.A.S.E. C.A.S.E. provides
investment management services to financial institutions, high net worth
individuals, and other professional money managers.

        William E. Lange is the President, Chief Executive Officer and Founder;
Robert G. Errigo, Executive Vice President; John Gordon, Senior Vice President;
and Bruce H. Jordan, Senior Vice President. Officers of C.A.S.E. have no other
business, professions, vocations or employments of a substantial nature. The
business address of each of the officers is 5355 Town Center Road, Suite 702,
Boca Raton, FL 33486.

                                      * * *

         NWQ Investment Management Company, Inc. ("NWQ") serves as Sub-Adviser
  for IDEX NWQ Value Equity. NWQ is a Massachusetts corporation and is a
  wholly-owned subsidiary of United Asset Management Corporation. NWQ provides
  investment advice to individuals, pension funds, profit sharing funds,
  charitable institutions, educational institutions, trust accounts,
  corporations, insurance companies, municipalities and governmental agencies.

        The directors and officers of NWQ are listed below. Unless otherwise
indicated, each director and officer has held the positions listed for at least
the past two years and is located at NWQ's principal business address of 2049
Century Park East, 4th Floor, Los Angeles, CA 90067: David A. Polak, President,
Chief Investment Officer; Edward C. Friedel, Jr., Managing Director; Jon D.
Bosse, Executive Managing Director (Feb. 1999)/Director Equity Research; James
H. Galbreath (Denver), Managing Director; Mary-Gene Slaven, Secretary/Treasurer
& Managing Director; James P. Owen, Managing Director; Michael C. Mendez
(Scottsdale, AZ), Executive Managing Director (Feb. 1999); Phyllis G. Thomas,
Managing Director; Louis T. Chambers (Atlanta), Vice President, Justin T.
Clifford, Managing Director; Jeffrey M. Cohen, Vice President; Ronald R.
Halverson (Minneapolis, MN), Vice President; Thomas J. Laird, Managing Director,
Karen S. McCue, Vice President; Martin Pollack, Vice President; Ronald R.
Sternal (Minneapolis, MN), Vice President and Michael Wood (San Fransisco), Vice
President.

                                                    *     *     *
        Luther King Capital Management Corporation, the Sub-Adviser to the IDEX
LKCM Strategic Total Return, is a registered investment adviser providing
investment management services.

        Luther King Capital Management Corporation also provides investment
management services to individual and institutional investors on a private
basis. J. Luther King, Jr., President of the Sub-Adviser, Paul W. Greenwell,
Robert M. Holt, Jr., Scot C. Hollmann, David L. Dowler, Joan M. Maynard, Vincent
G. Melashenko, Steven R. Purvis, Timothy E. Harris, and Barbara S. Garcia,
officers of Luther King Capital Management Corporation, have no substantial

                                       6
<PAGE>

business, profession, vocation or employment other than their positions with
Luther King Capital Management Corporation.

                                      * * *

        Dean Investment Associates ("Dean"), the Sub-Adviser to IDEX Dean Asset
Allocation, is a division of C.H. Dean and Associates, Inc. Dean is the money
management division of C.H. Dean and Associates, Inc. Dean became a registered
investment adviser in October, 1972 and will assume all of the investment
advisory functions. C.H. Dean and Associates is a Nevada corporation (6/30/95)
which was an Ohio corporation originally incorporated on March 28, 1975.

        Chauncey H. Dean is the Chairman and Chief Executive Officer; Robert D.
Dean is President; Frank H. Scott is Senior Vice President; John C. Riazzi is
Vice President and Director of Consulting Services; Richard M. Luthman is Senior
Vice President. The business address of each of the Officers of the Sub-Adviser
is 2480 Kettering Tower, Dayton, Ohio 45423-2480.

                                      * * *

        AEGON USA Investment Management, Inc. ("AIMI"), the Sub-Adviser to IDEX
AEGON Income Plus and IDEX AEGON Tax Exempt, is an Iowa corporation which was
incorporated on April 12, 1989. AIMI became a registered investment adviser on
March 16, 1992 and has assumed all of the investment advisory functions of AEGON
USA Securities, Inc. ("AEGON Securities"). AIMI and AEGON Securities are
wholly-owned subsidiaries of First AUSA Holding Company which is a wholly-owned
subsidiary of AEGON USA, Inc.

         AIMI also serves as sub-adviser to WRL Series Fund's WRL AEGON Balanced
and WRL AEGON Bond. Douglas C. Kolsrud is Director, Chairman of the Board and
President of AIMI; Director, Senior Vice President, Chief Investment Officer and
Corporate Actuary of Life Investors Insurance Company of America ("LIICA"),
Bankers United Life Assurance Company ("Bankers United"), PFL Life Insurance
Company ("PFL Life"); First AUSA Life Insurance Company ("First AUSA") and
Monumental Life Insurance Company ("Monumental Life"); Director, Chief
Investment Officer and Vice President of Monumental General Casualty Company
("Monumental General") and Commonwealth General Corporation; Senior Vice
President, Chief Investment Officer and Corporate Actuary of Western Reserve
Life Assurance Co. of Ohio ("Western Reserve"); Director and President of AIMI;
Executive Vice President of AEGON USA, Inc.; Chief Investment Officer of
Diversified Financial Products Inc., and Director of United Financial Services,
Inc., Realty Information Systems, Inc., AEGON USA Realty Advisors Inc.,
Southlife, Inc.and Quantra Corporation; Brenda K. Clancy, Director, Treasurer,
Vice President and Chief Financial Officer of LIICA and Monumental Life;
Treasurer, Vice President and Chief Financial Officer of Bankers United and PFL
Life; Director, Treasurer and Vice President of First AUSA and Investors
Warranty of America, Inc.; Director, Treasurer and Cashier of Massachusetts
Fidelity Trust Company; Director and Vice President of Peoples Benefit Life
Insurance Company, Academy Life Insurance Company and Pension Life Insurance
Company of America; Director and Vice President of Veterans Life Insurance
Company; Treasurer and Vice President of Money Services, Inc. and Commonwealth
General Corporation; Director and Treasurer of Zahorik Company, Inc.; Vice
President of Western Reserve, Commonwealth General Assignment Corporation;
Monumental Agency Group, Inc. and AEGON Assignment Corporation of Kentucky;
Director of AEGON USA Securities, Inc., AEGON USA Investment Management, Inc.
and AEGON USA Realty Advisors Inc.; Treasurer of AUSA Life and AUSA Holding
Company; Assistant Secretary of Benefit Plans, Inc.; Senior Vice President and
Treasurer of AEGON USA, Inc.; Assistant Treasurer of Diversified Financial
Products, Inc., Independence Automobile Association, Inc. and Independence
Automobile Club, Inc. and Senior Vice President, Treasurer and Controller of
Cadet Holding Corp.; Craig D. Vermie, Director of AIMI; Director, Secretary,
Vice President and General Counsel of LIICA, Bankers United, PFL Life, and First
AUSA; Director, Vice President, General Counsel and Assistant Secretary of
Monumental Life; Vice President, Corporate Counsel and Assistant Secretary of
Western Reserve; Director, Vice President and Assistant Secretary of Monumental
General Casualty Company and Zahorik Company, Inc.; Director, Secretary and Vice
President of Investors Warranty of America, Inc.; Secretary, Vice President and
General Counsel of AEGON USA, Inc.; Director, Counsel, Assistant Secretary of
Commonwealth General Corporation; Director and Vice President of The Whitestone
Corporation; Director and Secretary of Peoples Benefit Life Assurance Company,
Veterans Life Insurance Company, Massachusetts Fidelity Trust Company, AUSA
Holding Company, Cadet Holding Corp., AEGON Management Company and AEGON USA
Charitable Foundation, Inc.; Director and Assistant Secretary of Academy Life
Insurance Company, Providian Auto & Home Insurance Company, Providian Life
Insurance Company, Providian Property & Casualty Insurance Company, Monumental
Agency Group, Inc., Creditor Resources, Inc., Great American Insurance Agency,
Inc. and Monumental General Mass Marketing, Inc.; Director, Pension Life

                                       7
<PAGE>

Insurance Company of America, Monumental General Insurance Group, Inc, United
Financial Services, Inc., AEGON Financial Services Group, Inc., AIMI, Southlife,
Inc., Durco Agency, Inc., Executive Management & Consultant Services, Inc.,
Monumental General Administrators, Inc., AUSA Financial Markets, Inc., Short
Hills Management Company, Corpa Reinsurance Company, AEGON Special Markets Group
and Monumental General Mass Marketing, Inc.; Secretary, AUSA Life Insurance
Company , Inc., Money Services, Inc., Supplemental Insurance Division, Inc.;
Assistant Secretary, Bankers Financial Life Insurance Company, ZCI, Inc.;
Clifford A. Sheets, Executive Vice President, Director of Securities of AIMI;
Vice President of Life Investors Insurance Company of America, Bankers United
Life Assurance Company, PFL Life Insurance Company, First AUSA Life Insurance
Company, Western Reserve Life Assurance Co. of Ohio, AUSA Life Insurance
Company, Inc., Monumental General Casualty Company and Monumental Life Insurance
Company; Second Vice President of Peoples Benefit Life Insurance Company,
Academy Life Insurance Company, Veterans Life Insurance Company Providian Auto &
Home Insurance Company, Providian Fire Insurance Company, Providian Property &
Casualty Insurance Company; Eric B. Goodman, Executive Vice President and Head
of Portfolio Management of AIMI, Vice President of Life Investors Insurance
Company of America, Bankers United Life Assurance Company, PFL Life Insurance
Company, Western Reserve Life Assurance Co. of Ohio, AUSA Life Insurance
Company, Inc. and Monumental Life Insurance Company; Second Vice President of
Peoples Benefit Life Insurance Company, Academy Life Insurance Company, Pension
Life Insurance Company of America, Veterans Life Insurance Company, Providian
Auto & Home Insurance Company, Providian Fire Insurance Company and Providian
Property & Casualty Insurance Company; William S. Cook, Executive Vice President
and Head of Portfolio Management of AIMI, Vice President of Life Investors
Insurance Company of America, Bankers United Life Assurance Company, PFL Life
Insurance Company, Western Reserve Life Assurance Co. of Ohio, AUSA Life
Insurance Company, Inc. and Monumental Life Insurance Company; Second Vice
President of Peoples Benefit Life Insurance Company, Academy Life Insurance
Company, Pension Life Insurance Company of America, Veterans Life Insurance
Company, Providian Auto & Home Insurance Company, Providian Fire Insurance
Company and Providian Property & Casualty Insurance Company; David R. Ludke,
Executive Vice President of AIMI Chief Actuary and Vice President of Diversified
Financial Products Inc., Second Vice President of Academy Life Insurance
Company, Pension Life Insurance Company of America, Veterans Life Insurance
Company, Providian Auto & Home Insurance Company, Providian Fire Insurance
Company and Providian Property & Casualty insurance Company; David M. Carney,
Senior Vice President and Chief Financial Officer of AIMI, Vice President of
Life Investors Insurance Company of America, Peoples Benefit Life Insurance
Company, Bankers United Life Assurance Company, Academy Life Insurance Company,
Pension Life Insurance Company of America, PFL Life Insurance Company, Western
Reserve Life Insurance Co. of Ohio, AUSA Life Insurance Company, Inc. Veterans
Life Insurance Company, Monumental General Insurance Group, Inc., Monumental
General Casualty Company, Monumental Life Insurance Company, Commonwealth
General Corporation and Investors Warranty of America, Inc.; Ralph M. O'Brian,
Senior Vice President of AIMI, Vice President of Life Investors Insurance
Company of America, Bankers United Life Assurance Company, PFL Life Insurance
Company, First AUSA Life Insurance Company, Western Reserve Life Assurance Co.
of Ohio, AUSA Life Insurance Company, Inc., Monumental General Casualty Company,
Monumental Life Insurance Company and AEGON USA Managed Portfolios, Inc.; Second
Vice President of Peoples Benefit Life Insurance Company, Academy Life Insurance
Company, Pension Life Insurance Company of America, Veterans Life Insurance
Company, Providian Auto & Home Insurance Company, Providian Fire Insurance
Company and Providian Property & Casualty Insurance Company; Trust Officer of
Massachusetts Fidelity Trust Company; David R. Halfpap, Senior Vice President of
AIMI, Vice President and Assistant Secretary of AEGON USA Managed Portfolios,
Inc.; Vice President of Life Investors Insurance Company of America, Bankers
United Life Assurance Company, PFL Life Insurance Company, First AUSA Life
Insurance Company, Western Reserve Life Assurance Co. of Ohio, AUSA Life
Insurance Company, Inc., Monumental General Casualty Company and Monumental Life
Insurance Company, Second Vice President of Peoples Benefit Life Insurance
Company, Academy Life Insurance Company, Pension Life Insurance Company of
America, Veterans Life Insurance Company, Providian Auto & Home Insurance
Company. Providian Fire Insurance Company and Providian Property & Casualty
Insurance Company; Steven P. Opp, Senior Vice President of AIMI; Kirk W. Buese,
Senior Vice President of AIMI; Vice President of Life Investors Insurance
Company of America, Bankers United Life Assurance Company, PFL Life Insurance
Company, Western Reserve Life Assurance Co. of Ohio, AUSA Life Insurance
Company, Inc., Monumental Life Insurance Company, PB Investment Advisors, Inc.;
Second Vice President of Peoples Benefit Life Insurance Company, Academy Life
Insurance Company of America, Veterans Life Insurance Company, Providian Auto &
Home Insurance Company, Providian Fire Insurance Company, Providian Property &
Casualty Insurance Company; Gregory W. Theobald, Vice President and Assistant
Secretary of AIMI, Life Investors Insurance Company of America, Bankers United
Life Assurance Company, PFL Life Insurance Company, First AUSA Insurance
Company, Western Reserve Life Assurance Co. of Ohio, AUSA Life Insurance
Company, Inc., Monumental General Casualty Company,

                                       8
<PAGE>

Monumental Life Insurance Company, Vice President of Money Services, Inc.,
Secretary of AEGON USA Managed Portfolios, Inc.; Lewis O. Funkhouser, Vice
President of AIMI; Jon D. Kettering, Vice President of AIMI, Life Investors
Insurance Company of America, Bankers United Life Assurance Company, PFL Life
Insurance Company, First AUSA Life Insurance Company, Western Reserve Life
Assurance Co. of Ohio, AUSA Life Insurance Company, Inc., Monumental General
Casualty Company, Monumental Life Insurance Company; Second Vice President of
Peoples Benefit Life Insurance Company, Academy Life Insurance Company, Pension
Life Insurance Company of America, Veterans Life Insurance Company, Providian
Auto & Home Insurance Company, Providian Fire Insurance Company and Providian
Property & Casualty Insurance Company; Robert L. Hanson, Vice President of AIMI,
Life Investors Insurance Company of America, Bankers United Life Assurance
Company, PFL Life Insurance Company, First AUSA Life Insurance Company, Western
Reserve Life Assurance Co. of Ohio, AUSA Life Insurance Company, Inc.,
Monumental General Casualty Company, Monumental Life Insurance Company; Second
Vice President of Peoples Benefit Life Insurance Company, Academy Life Insurance
Company, Pension Life Insurance Company of America, Veterans Life Insurance
Company, Providian Auto & Home Insurance Company, Providian Fire Insurance
Company and Providian Property & Casualty Insurance Company; Bradley Beman, Vice
President of AIMI, Michael B. Simpson, Vice President of AIMI, Life Investors
Insurance Company of America, Bankers United Life Assurance Company, PFL Life
Insurance Company, Western Reserve Life Assurance Co. of Ohio, AUSA Life
Insurance Company, Inc., Monumental Life Insurance Company; Second Vice
President of Peoples Benefit Life Insurance Company, Academy Life Insurance
Company, Pension Life Insurance Company of America, Veterans Life Insurance
Company, Providian Auto & Home Insurance Company, Providian Fire Insurance
Company and Providian Property & Casualty Insurance Company; Douglas A. Dean,
Vice President of AIMI; Stephanie M. Phelps, Vice President of AIMI; Jon L.
Skaags, Vice President of AIMI, Life Investors Insurance Company of America,
Bankers United Life Assurance Company, PFL Life Insurance Company, First AUSA
Life Insurance Company, Monumental Life Insurance Company; Second Vice President
of Peoples Benefit Life Insurance Company, Academy Life Insurance Company,
Pension Life Insurance Company of America, Veterans Life Insurance Company,
Providian Auto & Home Insurance Company, Providian Fire Insurance Company,
Providian Property & Casualty Insurance Company; Daniel P. Fox, Vice President
of AIMI; Robert S. Jett III, Secretary of AIMI, Assistant Secretary of AUSA Life
Insurance Company, Money Services, Inc. and AUSA Financial Markets, Inc.; and
Counsel and Vice President of Investors Warranty of America, Inc. and Blaine E.
Rolland, Treasurer of AIMI.

                                      * * *

        Goldman Sachs Asset Management ("GSAM"), located at One New York Plaza,
New York, NY 10004, serves as sub-adviser to the IDEX Goldman Sachs Growth.
David B. Ford serves as Co-Head of GSAM and as Managing Director of Goldman
Sachs, & Co.; John P. McNulty serves as Co-Head of GSAM and Managing Director of
Goldman, Sachs & Co.

                                      * * *

         Salomon Brothers Asset Management Inc ("SBAM"), 7 World Trade Center,
New York, NY, 10048 serves as sub-adviser to IDEX Salomon All Cap. Michael S.
Hyland, President and Managing Director, also serves as Managing Director of
Salomon Brothers Inc., New York, NY, Director and Chairman of Salomon Brothers
Asset Management Limited, London, England; Director of Salomon Brothers Asset
Management Japan Limited, Tokyo, Japan, and Chairman of Salomon Brothers Asset
Management (Ireland) Limited ; Vilas V. Gadkari, Managing Director, also serves
as Managing Director and Chief Investment Officer of Salomon Brothers Asset
Management Limited, London England, Managing Director of Salomon Brothers Inc.,
New York, NY, and Salomon Brothers International Limited, London, England ;
Zacharay Snow, Secretary also serves as Managing Director of Salomon Brothers
Inc, New York, NY; Alan M. Mandel, Vice President and Chief Operating Officer,
serves as Director of Salomon Brothers Inc., New York, NY; Mutual Funds; Mitchel
E. Schulman, Director and Chief Operating Officer - Mutual Funds also serves as
Director and Chief Operating Officer of Salomon Brothers Inc., New York, NY;
Marcus A. Peckman, Director, Vice President and Chief Financial Officer also
serves as Director of Salomon Brothers, Inc., New York, NY; Jeffrey S. Scott,
Chief Compliance Officer; Michael F. Rosenbaum, Chief Legal Officer, also serves
as Chief Legal Officer of Salomon Brothers Asset Management Limited, London,
England, Chief Legal officer of Salomon Brothers Asset Management Asia Pacific
Limited, Hong Kong, Corporate Secretary of The Travelers Investment Management
Company, New York, NY, and General Counsel to Asset Management, Travelers Group
Inc., New York, NY and its predecessors; and Thomas W. Jasper, Treasurer, also
serves as Managing Director of Salomon Brothers Inc, New York, NY.

                                       9
<PAGE>

                                      * * *

        T. Rowe Price Associates, Inc., ("T. Rowe") 100 E. Pratt Street,
Baltimore, MD 21202, serves as sub-adviser to IDEX T. Rowe Price Dividend Growth
and IDEX T. Rowe Price Small Cap. James E. Halbkat, Jr., Director of T. Rowe.
Mr. Halbkat is President of 9U.S. Monitor Corporation, a provider of public
response systems. Mr. Halbkat's address is P.O. Box 23109, Hilton Head Island,
South Carolina 29925; Richard L. Menschel, Director of T. Rowe. Mr. Menschel is
a limited partner of The Goldman Sachs Group, L.P., an investment banking firm.
Mr. Menschel's address is 85 Broad Street, 2nd Floor, New York, New York 10004.
Robert L. Strickland, Director of T. Rowe. Mr. Strickland retired as Chairman of
Lowe's Companies, Inc., a retailer of specialty home supplies, as of January 31,
1998 and continues to serve as a Director. He is a Director of Hannaford Bros.,
Co., a food retailer. Mr. Stickland's address is: 2000 W. First Street, Suite
604, Winston-Salem, North Carolina 27104. Philip C. Walsh, Director of T. Rowe
is a retired mining industry executive. Mr. Walsh's address is Pleasant Valley,
Peapack, New Jersey 07977. Anne Marie Whittemore, Director of T. Rowe. Mrs.
Whittemore is a partner of the law firm of McGuire, Woods, Battle & Boothe
L.L.P. and a Director of Owens & Minor, Inc., Fort James Corporation; and
Albemarle Corporation. Mrs. Whittemore's address is: One James Center, Richmond,
Virginia 23219. Henry H. Hopkins Director and Managing Director of T. Rowe;
Director of T. Rowe Price Insurance Agency, Inc.; Vice President and Director of
T. Rowe Price (Canada), Inc., T. Rowe Price Investment Services, Inc., T. Rowe
Price Services, Inc., T. Rowe Price Threshold Fund Associates, Inc., T. Rowe
Price Trust Company, TRP Distribution, Inc., and TRPH Corporation; Director of
T. Rowe Price Insurance Agency, Inc.; Vice President of Price-Fleming, T. Rowe
Price Real Estate Group, Inc., T. Rowe Price Retirement Plan Services, Inc., T.
Rowe Price Stable Asset Management, Inc., and T. Rowe Price Strategic Partners
Associates, Inc.; James A.C. Kennedy III, Director and Managing Director of T.
Rowe, President and Director of T. Rowe Price Strategic Partners Associates,
Inc.; Director and Vice President of T. Rowe Price Threshold Fund Associates,
Inc.; John H. LaPorte, Jr., Director and Managing Director of T. Rowe; William
T. Reynolds, Director and Managing Director of T. Rowe; Chairman of the Board of
T. Rowe Price Stable Asset Management, Inc.; Director of TRP Finance, Inc.;
James S. Riepe, Vice-Chairman of the Board, Director, and Managing Director of
T. Rowe; Chairman of the Board and President of T. Rowe Price Trust Company;
Chairman of the Board of T. Rowe Price (Canada), Inc., T. Rowe Price Investment
Services, Inc., T. Rowe Price Investment Technologies, Inc. T. Rowe Price
Retirement Plan Services, Inc., and T. Rowe Price Services, Inc.; Director of
Price-Fleming, T. Rowe Price Insurance Agency, Inc., and TRPH Corporation;
Director and President of TRP Distribution, Inc., TRP Suburban Second, Inc., and
TRP Suburban, Inc.; and Director and Vice President of T. Rowe Price Stable
Asset Management, Inc.; George A. Roche, Chairman of the Board, President and
Managing Director of T. Rowe; Chairman of the Board of TRP Finance, Inc.,
Director of Price-Fleming, T. Rowe Price Retirement Plan Services, Inc., and T.
Rowe Price Strategic Partners, Inc.; and Director and Vice President of T. Rowe
Price Threshold Fund Associates, Inc., TRP Suburban Second, Inc., and TRP
Suburban, Inc.; Brian C. Rogers, Director and Managing Director of T. Rowe, Vice
President of T. Rowe Price Trust Company; M. David Testa, Vice-Chairman of the
Board, Chief Investment Officer, and Managing Director of T. Rowe; Chairman of
the Board of Price-Fleming; President and Director of T. Rowe Price (Canada),
Inc.; Director and Vice President of T. Rowe Price Trust Company; and Director
of TRPH Corporation; Edward C. Bernard, Managing Director of T. Rowe; Director
and President of T. Rowe Price Insurance Agency, Inc., and T. Rowe Price
Investment Services, Inc.; Director of T. Rowe Price Services, Inc.; Vice
President of TRP Distribution, Inc.; Michael A. Goff, Managing Director of T.
Rowe; Director and the President of T. Rowe Price Investment Technologies, Inc.;
Charles E. Vieth, Managing Director of T. Rowe; Director and President of T.
Rowe Price Retirement Plan Services, Inc.; Director and Vice President of T.
Rowe Price Investment Services, Inc. and T. Rowe Price Services, Inc.; Vice
President of T. Rowe Price (Canada), Inc., T. Rowe Price Trust Company, and TRP
Distribution, Inc.; Alvin M. Younger, Jr., Chief Financial Officer, Managing
Director, Secretary and Treasurer of T. Rowe; Director, Vice President,
Treasurer, and Secretary of TRP Suburban Second, Inc. and TRP Suburban, Inc.;
Director of TRP Finance, Inc.; Secretary and Treasurer for Price-Fleming, T.
Rowe Price (Canada), Inc., T. Rowe Price Insurance Agency, Inc., T. Rowe Price
Investment Services, Inc., T. Rowe Price Real Estate Group, Inc., T. Rowe Price
Retirement Plan Services, Inc., T. Rowe Price Services, Inc., T. Rowe Price
Stable Asset Management, Inc., T. Rowe Price Strategic Partners Associates,
Inc., T. Rowe Price Threshold Fund Associates, Inc., T. Rowe Price Trust
Company, TRP Distribution, Inc., and TRPH Corporation; Treasurer and Clerk of T.
Rowe Price Insurance Agency of Massachusetts, Inc.; Preston G. Athey, Managing
Director of T. Rowe; Brian W.H. Berghuis, Managing Director of T. Rowe; Stephen
W. Boesel, Managing Director of T. Rowe; Vice President of T. Rowe Price Trust
Company; Gregory A. McCrickard, Managing Director of T. Rowe; Vice President of
T. Rowe Price Trust Company; Mary J. Miller, Managing Director of T. Rowe;
Charles A. Morris, Managing Director of T. Rowe; George A. Murnaghan, Managing
Director of T. Rowe; Executive Vice President of Price-Fleming; Vice

                                       10
<PAGE>

President of T. Rowe Price Investment Services, Inc., and T. Rowe Price Trust
Company; Edmund M. Notzon III, Managing Director of T. Rowe; Vice President of
T. Rowe Price Trust Company; Wayne D. O'Melia, Managing Director of T. Rowe;
Director and President of T. Rowe Price Services, Inc.; Vice President of T.
Rowe Price Trust Company; Larry J. Puglia, Managing Director of T. Rowe; Vice
President of T. Rowe Price (Canada), Inc.; John R. Rockwell, Managing Director
of T. Rowe; Director and Senior Vice President of T. Rowe Price Retirement Plan
Services, Inc.; Director and Vice President of T. Rowe Price Stable Asset
Management, Inc. and T. Rowe Price Trust Company; Vice President of T. Rowe
Price Investment Services, Inc.; R. Todd Ruppert, Managing Director of T. Rowe;
President and Director of TRPH Corporation; Vice President of T. Rowe Price
Retirement Pan Services, Inc., and T. Rowe Price Trust Company; Robert W. Smith,
Managing Director of T. Rowe; Vice President of Price-Fleming; William J.
Stromberg, Managing Director of T. Rowe; Richard T. Whitney, Managing Director
of T. Rowe; Vice President of Price-Fleming and T. Rowe Price Trust Company.

                                      * * *

          Pilgrim Baxter & Associates, Ltd., ("Pilgrim") 825 Duportail Road,
Wayne, PA 19087, serves as sub-adviser to IDEX Pilgrim Baxter Mid Cap Growth.
Harold J. Baxter, Chairman, Chief Executive Officer and Director, also serves as
Trustee to PBHG Fund Distributors; Director, Chairman and Chief Executive
Officer of Pilgrim Baxter Value Investors, Inc., Director and Chairman of PBHG
Insurance Series Fund, Inc., Trustee of PBHG Fund Services, and Chairman and
Director of The PBGH Funds, Inc. and PBHG Advisor Funds, Inc.; Gary L. Pilgrim,
Chief Investment Officer, President and Director, Director and President of
Pilgrim Baxter Value Investors, Inc., Trustee of PBHG Fund Services, and
President of PBHG Advisor Funds, Inc., PBHG Insurance Series Fund, Inc., and The
PBHG Funds, Inc.; Eric C. Schnieder, Chief Financial Officer and Treasurer, is
Chief Financial Officer and Treasurer of Pilgrim Baxter Value Investors, Inc.,
and Chief Financial Officer of PBHG Fund Services and Trustee and Chief
Financial Officer of PBHG Fund Distributors; Amy S. Yuter, Chief Compliance
Officer, is Chief Compliance Officer of PBHG Fund Distributors, Pilgrim Baxter
Value Investors, Inc., and is Director of NSCP, an industry association; and
John M. Zerr, General Counsel and Secretary, also serves as General Counsel and
Secretary of Pilgrim Baxter Value Investors, Inc., PBHG Fund Distributors, PBHG
Fund Services, and as Vice President and Secretary of PBHG Advisor Funds, Inc.,
The PBHG Funds, Inc. and PBHG Insurance.

         Each person and entity may be reached c/o Pilgrim Baxter & Associates,
Ltd., at the above address.

                                      * * *

                                       11
<PAGE>

ITEM 27  PRINCIPAL UNDERWRITER

InterSecurities, Inc.

          (a)  The Registrant has entered into an Underwriting Agreement with
               InterSecurities, Inc. ("ISI"), whose address is P.O. Box 9053,
               Clearwater, FL 33758-9053, to act as the principal underwriter of
               Fund shares.

          (b)  Directors and Officers of Principal Underwriter

<TABLE>
<CAPTION>
    NAME                   POSITIONS AND OFFICES WITH UNDERWRITER                 POSITIONS AND OFFICES WITH REGISTRANT
    ----                   --------------------------------------                 -------------------------------------
<S>                        <C>                                               <C>
G. John Hurley               Chairman and Director                           President, Chief Executive
                                                                             Officer and Trustee

Larry G. Brown               Vice President                                  N/A

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

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

Cynthia L. Remley            Vice President and Associate                    N/A
                             General Counsel

A. Kenneth Fine              Vice President and Counsel                      N/A

Herbert Pontzer              Vice President - Compliance                     N/A

Stanley R. Orr               Vice President                                  N/A

William G. Cummings          Vice President and Treasurer                    N/A

Gary Richardson              Vice President                                  N/A

Kimberly Scouller            Vice President and Counsel                      N/A

Michael V. Williams          Vice President                                  N/A

Kristy L. Dowd               Vice President                                  N/A

Terry L. Garvin              Vice President                                  N/A

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

Nathan Anguiano              Assistant Vice President                        N/A

Stephen Breininger           Assistant Vice President                        N/A

Donna Craft                  Assistant Vice President                        N/A

Michael Lane                 Assistant Vice President                        N/A

                                       12
<PAGE>

Scott M. Lenhart             Assistant Vice President                        N/A

Teresa Rooney                Assistant Vice President                        N/A

Scott Russell                Assistant Vice President                        N/A

Frank Wollett                Assistant Vice President                        N/A

Diane Rogers                 Assistant Vice President                        N/A

Russell W. Crooks            Assistant Vice President                        N/A

Greg Limardi                 Assistant Vice President                        N/A

Christine M. Goodwin         Assistant Vice President                        N/A

Stuart Walsky                Assistant Vice President                        N/A

Duncan H. Cameron            Assistant Vice President                        N/A

Tracey Creighton             Assistant Secretary                             N/A

Meg Cullem-Fiore             Assistant Secretary                             N/A

Jayne Flood                  Assistant Secretary                             N/A

Kristina Mackowiak           Assistant Secretary                             N/A

Carol Ann MacLean            Assistant Secretary                             N/A

Laura Hunt                   Assistant Secretary                             N/A
</TABLE>


ITEM 28  LOCATION OF ACCOUNTS AND RECORDS

         The accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the rules promulgated thereunder are
maintained as follows:

          (a)  Shareholder records are maintained by the Registrant's transfer
               agent, Idex Investor Services, Inc., P.O. Box 9015, Clearwater,
               FL 33758-9015.

          (b)  All other accounting records of the Registrant are maintained at
               the offices of the Registrant at 570 Carillon Parkway, St.
               Petersburg, Florida 33716 and are in the physical possession of
               the officers of the Fund, or at the offices of the Custodian,
               Investors Fiduciary Trust Company, 801 Pennsylvania, Kansas City,
               MO 64105-1307.

                                       13
<PAGE>

ITEM 29  MANAGEMENT SERVICES

         The Registrant has no management-related service contract that is not
discussed in Part I of this form. See the section of the Prospectus entitled
"Investment Advisory and Other Services" for a discussion of the management and
advisory services furnished by IMI, ISI, Alger Management, Scottish Equitable,
GEIM, Janus Capital, C.A.S.E., NWQ, Luther King, Dean Investment, AEGON
Management GSAM, T. Rowe Price, SBAM and Pilgrim pursuant to the Management and
Investment Advisory Agreements, the Investment Counsel Agreements, the
Administrative Services Agreements and the Underwriting Agreement.

ITEM 30  UNDERTAKINGS

                 Not applicable

                                       14
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, the Registrant, IDEX Mutual Funds,
has duly caused this Post-Effective Amendment No. 31 to its Registration
Statement to be signed on its behalf by the undersigned thereunder duly
authorized, in the City of St. Petersburg, State of Florida, on this 31st
August, 1999.


                                      IDEX Mutual Funds

                                      By: /s/ G. JOHN HURLEY
                                          ------------------------
                                          G. John Hurley
                                          President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933 and
Investment Company Act of 1940, this Post-Effective Amendment No. 31 to its
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:



<TABLE>
<CAPTION>

<S>                                        <C>                                  <C>
/s/ JOHN R. KENNEY                         Chairman and Trustee                 August 31, 1999
- ---------------------------------
John R. Kenney


/s/ G. JOHN HURLEY                         President and Trustee                August 31, 1999
- ---------------------------------          (Principal Executive Officer)
G. John Hurley


/s/ THOMAS R. MORIARTY                     Senior Vice President                August 31, 1999
- ---------------------------------          Treasurer and Principal
Thomas R. Moriarty                         Financial Officer



/s/ CHRISTOPHER G. ROETZER                 Vice President, Assistant            August 31, 1999
- ---------------------------------          Treasurer and Principal
Christopher G. Roetzer                     Accounting Officer



/s/ PETER R. BROWN *                       Trustee                              August 31, 1999
- ---------------------------------
Peter R. Brown *


/s/ DANIEL CALABRIA*                       Trustee                              August 31, 1999
- ---------------------------------
Daniel Calabria *


/s/ JAMES L. CHURCHILL *                   Trustee                              August 31, 1999
- ---------------------------------
James L. Churchill *

<PAGE>


/s/ CHARLES C. HARRIS *                    Trustee                              August 31, 1999
 --------------------------------
Charles C. Harris*


/s/ JULIAN A. LERNER*                      Trustee                              August 31, 1999
- ---------------------------------
Julian A. Lerner *


/s/ WILLIAM W. SHORT, JR. *                Trustee                              August 31, 1999
- ---------------------------------
William W. Short, Jr. *


/s/ JACK E. ZIMMERMAN *                    Trustee                              August 31, 1999
- ---------------------------------
Jack E. Zimmerman *



/s/ G. JOHN HURLEY
- ---------------------------------
*Signed by G. John Hurley
 Attorney in Fact
</TABLE>

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               EXHIBITS FILED WITH
                       POST-EFFECTIVE AMENDMENT NO. 31 TO
                            REGISTRATION STATEMENT ON
                                    FORM N-1A
                                IDEX MUTUAL FUNDS
                            REGISTRATION NO. 33-2659



<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.                 DESCRIPTION OF EXHIBIT
- -----------                 ----------------------

23. (f) (1)                 Dealers Sales Agreement

    (f) (2)                 Service Agreement

    (n) (3)                 Plan of Distribution under Rule 12b-1
                            Class C Shares

    (o)                     Multiple Class Shares


                                                                 EXHIBIT 99.B9-1



                                EXHIBIT 23(F)(1)

                             DEALER SALES AGREEMENT



<PAGE>

                                IDEX MUTUAL FUNDS

                                                           InterSecurities, Inc.
                                                            570 Carillon Parkway
                                                        St. Petersburg, FL 33716
                                                       Telephone: (727) 299-1800

                                                          Date:_________________

                                                       Broker Dealer No:________

                                     PART I
                                IDEX MUTUAL FUNDS
                            DEALER'S SALES AGREEMENT

Ladies and Gentlemen:

         We have entered into an underwriting agreement with IDEX Mutual Funds
(the "IDEX Fund") whereby we will act as Principal Underwriter as defined in the
Investment Company Act of 1940, with the right to purchase shares of beneficial
interest of the IDEX Fund for sale of such shares to investors either directly
or indirectly through other broker-dealers. As Principal Underwriter, we offer
to sell to you the various series and classes of shares of the IDEX Fund
representing the various funds of the IDEX Fund (each fund and class thereof
referred to individually as a "fund" or "Class", as applicable, and
collectively, the "funds" or "Classes", as applicable), subject to the following
conditions:

     1.  In all sales of shares to the public you shall act as dealer for your
         own account.

     2.  On purchases of Class A and Class T fund shares, you shall receive a
         discount amounting to a percentage of the applicable public offering
         price, as set forth in the then current prospectus (which includes the
         Statement of Additional Information) for the fund. On purchases of
         Class B fund shares, you shall receive a commission amounting to a
         percentage of the net asset value, as set forth in the then current
         prospectus for the fund. Such payment shall be subject to all of the
         terms and conditions relating thereto as set forth in the then current
         prospectus for the Class A, Class B and Class T shares of the fund. In
         addition to the discount or commission payable to you pursuant to this
         Section 2: (a) for your distribution, marketing and/or administrative
         services in the promotion and sale of fund shares, we shall, providing
         this Agreement is in force, pay to you a fee as to each Class of shares
         of a fund sold by you, computed on an annual basis and paid quarterly,
         to the extent and in the amount such fee, if any, is set forth in the
         then current prospectus for the applicable Class of the fund based on a
         percentage of the average daily aggregate value (at net asset value) of
         shares of the applicable Class of the fund held by your clients; and
         (b) for your personal service and/or maintenance of shareholder
         accounts with respect to your customers who own shares of a fund, we
         shall, providing this Agreement is in force, pay to you a fee as to
         each Class of shares of a fund computed on an annual basis and paid
         quarterly, to the extent and in the amount such fee, if any, is set
         forth in the then current prospectus for the applicable Class of the
         fund based on a percentage of the average daily aggregate value (at net
         asset value) of shares of the applicable Class of the fund held by your
         clients. Payment of these fees or the terms thereof, may be modified or
         terminated by us at any time.

     3.  You represent that you are, and at the time of purchasing any shares of
         a fund will be, a member in good standing of the National Association
         of Securities Dealers, Inc. (the "NASD"), along with NASD Regulation,
         Inc.

     4.  Orders received from you will be accepted by us only at the public
         offering price applicable to each order as established by the then
         current prospectus applicable to the particular shares of the IDEX
         Fund. The procedure relating to handling orders shall be subject to
         instructions which we shall forward to you from time to time. All
         orders are subject to acceptance or rejection by us in our sole
         discretion.

     5.  You agree to purchase shares only from us or from your customers. If
         you purchase shares from us, you agree that all such purchases shall be
         made only to cover orders already received by you from your customers,
         or for your own bona fide investment.

         If you purchase shares from your customers, you agree to pay such
         customers not less than the redemption price in effect on the date of
         purchase, as defined in the then current prospectus applicable to the
         particular


<PAGE>


         shares of the IDEX Fund. We in turn agree that we will not purchase any
         shares from the IDEX Fund except for the purpose of covering purchase
         orders which we have already received.

     6.  You shall sell shares only (a) to customers at the public offering
         price then in effect and (b) to the IDEX Fund or to any dealer who is a
         member of the NASD at the redemption price in effect with respect to
         the particular shares on the date of sale.

     7.  Only unconditional orders for shares of a definite specified price will
         be accepted.

     8.  If any shares sold to you under the terms of this agreement are
         repurchased by the IDEX Fund or are tendered for redemption within
         seven business days after the date of confirmation, it is agreed that
         you shall forfeit your right to any discount received by you on such
         shares.

     9.  Remittance of the net amount due for shares purchased from us shall be
         made payable to Idex Investor Services, Inc., Agent for the
         Underwriter, promptly, but in no event later than the maximum amount of
         time legally permissible after our confirmation of sale to you
         (currently, three business days). Such payment should be sent, together
         with any stock transfer stamps required on account of the sale by you,
         to Idex Investor Services, Inc., P. O. Box 9015, Clearwater, FL
         33758-9015, with your transfer instructions on the appropriate copy of
         our confirmation of sale to you. If such payment is not received by
         Idex Investor Services, Inc., we reserve the right, without notice,
         forthwith to cancel the sale.

     10. Promptly upon receipt of payment, shares sold to you shall be deposited
         by us or our agent, Idex Investor Services, Inc. No certificates will
         be issued unless specifically requested.

     11. No person is authorized to make any representations concerning shares
         of a fund except those contained in the then current prospectus
         applicable to the particular shares of the IDEX Fund and in supplements
         thereto. In purchasing shares from us you shall rely solely on the
         representations contained in the prospectus applicable to the
         particular shares of the IDEX Fund and supplements thereto.

     12. Additional copies of the current prospectus and supplements thereto and
         other literature will be supplied by us in reasonable quantities upon
         request.

     13. Certain of your registered representatives may, from time to time,
         request access to certain account information with respect to the
         shares of the IDEX Fund (the "Account Information") via downloading of
         such Account Information to an electronic mailbox which will be
         accessed by the registered representative through his or her personal
         computer. The Account Information will be accessed by the registered
         representative via software purchased from an outside vendor to whom
         the IDEX Fund provides access to the Account Information. In exchange
         for the cooperation of the IDEX Fund and of InterSecurities, Inc. in
         providing access to the Account Information for the convenience of the
         registered representatives, you agree that it is your sole
         responsibility to oversee and supervise your registered representatives
         in the utilization of such Account Information, including verification
         of the accuracy of all written material produced by a registered
         representative from the Account Information. Further, you are solely
         responsible for ensuring that all NASD, SEC and other regulations are
         fully complied with by the registered representatives in connection
         with the utilization of and preparation of any written or oral material
         from, the Account Information. You shall fully indemnify and hold
         harmless the undersigned and the IDEX Fund from any and all claims made
         against them by any party with respect to your registered
         representatives' use of such Account Information.

     14. We reserve the right in our discretion, without notice, to suspend
         sales or withdraw the offering of shares entirely or to modify or
         cancel this agreement.

     15. We both hereby agree to abide by the rules of the NASD ("NASD Rules").
         Specifically, and without limiting the foregoing, we both hereby agree
         that sales of the shares of each fund, and each Class thereof, shall be
         effected in accordance with Section 2310 and Section 2830 of the NASD
         Rules, as interpreted by the NASD.

     16. All communications to us should be sent to the above address. Any
         notice to you shall be duly given if mailed or telecopied to you at
         your address specified below. This agreement shall be construed in
         accordance with the laws of Florida, without regard to the choice of
         law principles thereof.

     17. You agree to abide by the Sales Compliance Policies Relating to the
         Multiple Class Distribution System, attached to this Agreement as
         Appendix A, with respect to each fund of the IDEX Fund and to include
         such Sales Compliance Policies in your internal guidelines for sales
         compliance.

<PAGE>

     18. Your registered representatives may, from time to time, assist your
         customers in determining and documenting such customers' eligibility
         for reductions in, or waivers of, front end sales charges or contingent
         deferred sales charges to which one or more Classes of shares may be
         subject. You agree that it is your responsibility to oversee and
         supervise the activities of your registered representatives in
         connection with the sale and redemption of shares of the funds,
         including verification of the eligibility of customers for reductions
         in, or waivers of, sales charges to the extent that your registered
         representatives assist customers in determining and documenting such
         eligibility. You shall fully indemnify and hold harmless the
         undersigned and the IDEX Fund from any and all losses sustained by them
         as a result of any inaccurate, or incomplete, representations made by
         your registered representatives or your customers in connection with
         eligibility for reductions in, or waivers of, sales charges, if and to
         the extent that you or your registered representatives knew, or should
         have known, of such inaccuracies or omissions.


<PAGE>


                                     PART II
                              CASH EQUIVALENT FUND
                                 SALES AGREEMENT

     We have entered into a Services Agreement (the "Kemper Agreement") with
Zurich Kemper Investments, Inc. ("Kemper"), the administrator, distributor and
principal underwriter for Cash Equivalent Fund ("CEF"), pursuant to which we
have agreed to sell shares of CEF and perform certain shareholder services and
provide certain facilities and equipment in connection with such services. The
Kemper Agreement permits us to enter into agreements with other broker-dealers
pursuant to which such broker-dealers shall sell shares of CEF and we will
perform certain shareholder servicing functions with respect to CEF shares owned
by the clients of such broker-dealers. Accordingly, we agree as follows:

     19. SALE OF CEF SHARES. You shall sell shares of CEF to the public in
         accordance with the terms and conditions set forth in this Agreement:

         (a)  You shall offer and sell CEF shares only in states where they may
              legally be sold.

         (b)  In all sales of CEF shares to the public, you shall act as dealer
              for your own account, and you shall not have authority to act as
              agent for CEF, for Kemper, for InterSecurities, Inc., or for any
              representative or agent of such parties.

         (c)  All orders shall be subject to acceptance or rejection by Kemper
              in its sole discretion, and will be accepted by Kemper only at the
              public offering price applicable to each order as established by
              CEF's then current prospectus. You may offer and sell CEF shares
              to your customers only at the public offering price, which is the
              net asset value per share as described in CEF's prospectus. Kemper
              will not accept any conditional orders for shares. You shall place
              orders for CEF shares in the manner set forth in CEF's prospectus.

         (d)  You shall purchase shares only from Kemper or your client, and you
              shall not purchase shares from your clients at a price lower than
              that quoted by or for CEF. You may sell shares for the account of
              your customer to CEF, or to Kemper as agent for CEF, at the price
              currently quoted by or for CEF.

         (e)  You will purchase shares from Kemper only to cover purchase orders
              already received from your clients or for your own bona fide
              investment.

         (f)  You will not withhold placing with Kemper orders received from
              your clients so as to profit yourself as a result of such
              withholding.

         (g)  All sales will be made subject to receipt by Kemper of shares from
              CEF.

     20. UNAUTHORIZED REPRESENTATIONS. No person is authorized to make any
         representations concerning shares of CEF except those contained in the
         current prospectus of CEF and in supplemental printed information
         subsequently issued by CEF or by Kemper.

     21. NASD MEMBERSHIP. You represent that you are, and at the time of
         purchasing any shares of CEF will be, a member in good standing of the
         NASD.

     22. AGREEMENTS OF INTERSECURITIES, INC.

         (a)  We agree to supply you with such reasonable number of copies of
              CEF's prospectus and sales literature as you may request.

         (b)  We shall perform the following services with respect to your
              clients who own CEF shares: answer routine client inquiries
              regarding CEF, assist clients in changing dividend options,
              account designations and addresses, and similar coordination of
              shareholder matters with Kemper and CEF, provided, however, that
              we may terminate such service at any time upon written notice to
              you. In the event that we cease to perform such services, those
              services will be performed directly by Kemper.

         (c)  We shall pay you a fee after the end of each calendar quarter in
              the amount of .10 of 1% of the average aggregate daily net asset
              value of CEF shares owned by your clients. In computing your fee,

<PAGE>

              one-fourth of the applicable fee rate shall be applied to the
              average aggregate daily net asset value of such CEF shares owned
              by your clients for the quarter in question.

         Each quarter's fee shall be determined independently of every other
         quarter's fee. For the quarter in which this Agreement becomes
         effective or terminates, there shall be an appropriate proration on the
         basis of the number of days that the Agreement is in effect during that
         quarter.

<PAGE>

     23. REPORTS. You shall prepare such reports as we may request in order to
         comply with our reporting obligations to Kemper.

     24. DOWNLOADING OF ACCOUNT INFORMATION. Certain of your registered
         representatives may, from time to time, request access to certain
         account information with respect to the CEF shares (the "Account
         Information") via downloading of such Account Information to an
         electronic mailbox which will be accessed by the registered
         representative through his or her personal computer. The Account
         Information will be accessed by the registered representative via
         software purchased from an outside vendor to whom access to the Account
         Information is provided. In exchange for the cooperation of the IDEX
         Fund and of InterSecurities, Inc. in providing access to the Account
         Information for the convenience of the registered representatives, you
         agree that it is your sole responsibility to oversee and supervise your
         registered representatives in the utilization of such Account
         Information, including verification of the accuracy of all written
         material produced by a registered representative from the Account
         Information. Further, you are solely responsible for ensuring that all
         NASD, SEC and other regulations are fully complied with by the
         registered representatives in connection with the utilization of and
         preparation of any written or oral material from, the Account
         Information. You shall fully indemnify and hold harmless the
         undersigned and the IDEX Fund from any and all claims made against them
         by any party with respect to your registered representatives' use of
         such Account Information.

     25. TERMS AND TERMINATION. This Agreement shall become effective on the
         date hereof and continue in effect until terminated. This Agreement
         shall automatically terminate in the event of its assignment and upon
         any termination of the Kemper Agreement. It may be terminated at any
         time by us or you on thirty (30) days written notice.

     26. NOTICES AND COMMUNICATIONS. All notices and communications to us should
         by sent to the above address. Any notice to you shall be duly given if
         mailed, hand delivered or telegraphed to the address specified below.


                                   Very truly yours,
                                   InterSecurities,
                                   Inc.

By:_________________________________________
            Registered Principal

The undersigned hereby accepts and agrees to the terms of this Agreement.

Firm Name:___________________________________

By:_________________________________________
        Authorized Securities Principal

Name:_______________________________________

Title: ________________________________________

Address: ___________________________________________

______________________________________________

Telephone: ___________________________________

Federal Tax I.D.:_______________________________

NASD CRD No.:_______________________________


                     (RETAIN A COPY AND RETURN THE ORIGINAL)


<PAGE>


                                   APPENDIX A
                                       TO
                                IDEX MUTUAL FUNDS
                            DEALER'S SALES AGREEMENT

                    SALES COMPLIANCE POLICIES RELATING TO THE
                       MULTIPLE CLASS DISTRIBUTION SYSTEM

         Each fund of IDEX Mutual Funds (each a "fund" and collectively, the
"funds"), other than the IDEX JCC Growth, which includes four classes of shares,
currently offers four classes of shares as follows:

         Class A shares are ordinarily purchased with a front-end sales load and
are currently subject to an annual 12b-1 fee of up to .35% of the average daily
net assets of that fund's Class A shares.

         Class B shares are purchased with no front-end sales charge and are
currently subject to an annual 12b-1 fee of 1.00% of the average daily net
assets of that fund's Class B shares. Class B shares are also subject to a
contingent deferred sales charge at a declining rate, payable upon redemption of
the shares during the first six years after purchase. Class B shares
automatically convert to Class A shares eight years after purchase.

         Class C shares are purchased with no front-end sales charge and are
currently subject to an annual 12b-1 fee up to 1.00% of the average daily net
assets of that fund's Class C shares.


         Class M shares are purchased with a front-end sales charge and are
currently subject to an annual 12b-1 fee of up to .90% (.60% for the IDEX AEGON
Tax Exempt) of the average daily net assets of that fund's Class M shares.
Class M shares automatically convert to Class A shares ten years after purchase.


         Class T Shares of IDEX JCC Growth will be subject to a maximum initial
8.50% sales charge, but no ongoing annual 12b-1 fees. Class T Shares will be
available for sale only to existing Class T shareholders (former shareholders of
IDEX Fund and IDEX Fund 3). CLASS T SHARES WILL NOT BE OFFERED OR SOLD TO NEW
INVESTORS.

         To assist investors in selecting the method of investing that best
meets their needs and to ensure proper supervision of mutual fund purchase
recommendations, we request that your internal guidelines include the following
policies:


     (1) Any purchases of fund shares for less than $500,000 may be of shares
         either 1) subject to a front-end sales charge and an ongoing 12b-1 fee
         of up to .35% of the average daily net assets of those shares (Class A
         Shares); 2) subject to an ongoing 12b-1 fee of 1.00% of the average
         daily net assets of those shares, a contingent deferred sales charge on
         the lesser of the original purchase price or redemption proceeds at a
         declining rate for the six years following purchase as follows: 5%
         during the first year, 4% during the second year, 3% during the third
         year, 2% during the fourth year, 1% during the fifth and sixth years,
         and 0% after the sixth year, and automatic conversion to Class A shares
         eight years after purchase (Class B Shares); 3) subject to no front-end
         sales charge and a 12b-1 fee of up to 1.00% of the average daily net
         assets of those share (Class C Shares) or 4) subject to a front-end
         sales charge and a 12b-1 fee of up to .90% (.60% for IDEX AEGON Tax
         Exempt) of the average daily net assets of those shares; and automatic
         conversion to Class A shares ten years after purchase (Class M Shares).
         (Purchases of IDEX JCC Growth shares for less than $500,000 may also be
         of Class T shares, if available to the investor (I.E., the investor is,
         at the time of purchase, an existing Class T shareholder). Such shares
         are subject to a front-end sales charge, but no ongoing annual 12b-1
         fees).


     (2) Any purchases of fund shares for $500,000 or more but less than
         $1,000,000 may be of shares either 1) subject to a front-end sales
         charge and an ongoing 12b-1 fee of up to .35% of the average daily net
         assets of those shares (Class A shares); 2) subject to no front-end
         sales charge and a higher 12b-1 fee (Class C shares); or 3) Subject to
         no front-end sales charge and a 12b-1 fee of up to 1.00% of the average
         daily net assets of those shares (Class C Shares). (Purchases of IDEX
         JCC Growth shares for $500,000 or more but less than $1,000,000 may
         also be of Class T shares, if available to the investor (I.E., the
         investor is, at the time of purchase, an existing Class T shareholder).
         Such shares are subject to a front-end sales charge, but no ongoing
         annual 12b-1 fees). Purchases of $500,000 or more for Class B shares
         will be declined.

     (3) Sales personnel should determine which class of shares best meets the
         investor's needs based on the relevant facts and circumstances,
         including, but not limited to:

<PAGE>

         (a)   the specific dollar amount of the purchase;

         (b)   the length of time the investor expects to hold his or her
               shares;


         (c)   any other relevant circumstances, such as the availability of
               sales or redemption charge waivers or reductions on Class A,
               Class B and Class M shares (and Class T shares, if available to
               the investor);


         (d)   the availability of breakpoints for reduced sales loads on Class
               A shares (and Class T shares, if available to the investor); and

         (e)   sales of shares of each fund, and each Class thereof, shall be
               effected in accordance with Section 2310 (formerly Section 2) and
               Section 2830 (formerly Section 26) of the NASD Rules, as
               interpreted by the NASD.

     (4) Any purchase of fund shares for $1,000,000 or more normally should be
         for Class A shares because such a purchase will not be subject to a
         front-end sales charge and will have lower ongoing 12b-1 fees than
         those imposed on Class B, Class C and Class M shares. (If, however,
         Class T shares of the IDEX JCC Growth are available to the investor
         (I.E., the investor is, at the time of purchase, an existing Class T
         shareholder), the purchase of IDEX JCC Growth shares for $1,000,000 or
         more normally should be for Class T shares, because such a purchase
         will not be subject to a front-end sales charge and will have no
         ongoing 12b-1 fees.) However, if no front-end sales charge is incurred
         because a Class A or Class T purchase equals or exceeds $1,000,000, a
         deferred sales charge of 1% will be imposed at redemption of such
         shares within the first twenty-four months of the purchase.

     (5) Investors who are eligible for a complete waiver of the front-end sales
         charge on Class A shares, and in the case of the IDEX JCC Growth, are
         not eligible to purchase Class T shares on such a basis, normally
         should purchase Class A shares because the ongoing 12b-1 fees of such
         shares are lower than those of Class B, Class C and Class M shares
         (keeping in mind that upon redemption of such shares within the first
         twenty-four months of purchase, a 1% deferred sales charge may be
         imposed on such redemption).

     (6) With respect to the IDEX JCC Growth, investors who are eligible to
         purchase Class T shares and are eligible for a complete waiver of the
         front-end sales charge on Class T shares normally should purchase Class
         T shares because Class T shares have no ongoing 12b-1 fees (keeping in
         mind that upon redemption of such shares within the first twenty-four
         months of purchase, a 1% deferred sales charge may be imposed on such
         redemption, unless the shares were purchased through a qualified
         retirement plan).

         Investors should consider both ongoing annual expenses and front-end
and contingent deferred sales charges, if any, in estimating the costs of
investing in the respective classes of fund shares over time. For example, new
investors that qualify for a substantial reduction in a front-end sales charge
ordinarily should determine that a purchase of Class A shares, subject to lower
ongoing expenses, is preferable to a purchase of Class B shares which are
subject to higher ongoing 12b-1 fees and a contingent deferred sales charge or
of Class C and Class M shares which would be subject to payment of a higher
ongoing 12b-1 fee.


         Alternatively, an investor whose purchase of fund shares would not
qualify for a reduction of the front-end sales charge, may wish to avoid the
sales charge and thus initially invest all of his or her dollars in Class B or
Class C shares. Such an investor should consider how long he or she plans to
hold such shares when deciding which class of shares to purchase. Certain
investors may elect to purchase Class B shares if they determine it to be most
advantageous to have all their funds invested initially and intend to hold their
shares for an extended period of time. Investors in Class B shares should take
into account whether they intend to remain invested until the end of the
conversion period and thereby take advantage of the reduction in ongoing fees
resulting from the conversion into Class A shares. Other investors may elect to
purchase Class C shares if they determine that it is advantageous to have all
their assets invested initially and they are uncertain as to the length of time
they intend to hold their assets in the Fund. See especially the sections "Fees
and Expenses," "Shareholder Information - Opening an Account" "Distribution
Arrangements-Distribution Plans" in the prospectus for the respective fund.


         The above policies are reflected in a revised prospectus for the funds.
These policies are in addition to, and not intended to override, any other of
your internal policies.

                                                                 EXHIBIT 99.B9-2


                                EXHIBIT 23(F)(2)
                                SERVICE AGREEMENT


<PAGE>


                                SERVICE AGREEMENT

         This AGREEMENT is entered into between ________________ ("Servicer")
and InterSecurities, Inc. ("Distributor") (collectively, "Parties"), effective
as of _____________, _____.

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

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

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

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

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

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

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

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

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


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


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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

         Regardless of whither the Servicer is permitted or required to become a
member of the NASD, Servicer shall perform the foregoing in accordance with NASD
Conduct Rule 2830. The Services set forth above are illustrative. Servicer is
not required to perform each Service and may at any time perform either more or
fewer Services than described above as Servicer shall deem appropriate under the
circumstances.

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

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

         5. PURCHASES AND REDEMPTION OF SHARES.

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

<PAGE>

             as set forth in the Prospectus of the Fund. Distributor reserves
             the right in its discretion and without notice to Servicer to
             reject any purchase request, suspend sales, or withdraw the
             offering of Shares.

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

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

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

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

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

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

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

         6. INDEMNIFICATION. Servicer agrees to indemnify and hold harmless
Distributor, the Fund and the Transfer Agent, and their respective subsidiaries,
affiliates, officers, trustees, directors, agents and employees against any and
all direct and indirect claims, damages, liabilities, losses, expenses or costs

<PAGE>

(including any legal or other expenses incurred in connection with investigating
or defending any such claim, damage, liability or loss) to which any of them
become subject arising from, related to, or otherwise connected with: (1) any
breach by Servicer of any provision of this Agreement; (2) any action or
omission of Distributor or the Fund in reliance upon oral, written or
electronically transmitted communication given by or on behalf of Servicer which
Distributor or the Fund believes to be genuine; and (3) any act or failure to
act by Servicer. This Paragraph 6 shall survive the termination of this
Agreement.

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

         8. STATUS OF SERVICER.

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

                                                                   EXHIBIT 99.B6


                                  EXHIBIT 23(N)
              PLAN OF DISTRIBUTION UNDER RULE 12B-1 CLASS C SHARES



<PAGE>


                                 CLASS C SHARES
                                IDEX MUTUAL FUNDS

                        PLAN OF DISTRIBUTION PURSUANT TO
               RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, IDEX Mutual Funds (the "Trust") is registered under the Investment
Company Act of 1940, as amended ("1940 Act"), as an open-end management
investment company, and offers for public sale shares of beneficial interest;

WHEREAS, the Trust desires to adopt a Plan of Distribution ("Plan") pursuant to
Rule 12b-1 under the 1940 Act applicable to the Class C shares of each fund (the
"Fund") listed on Schedule A hereto, each a series of shares of the Trust; and

WHEREAS, the Trust has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Trust during the
continuous offering of its shares.

NOW THEREFORE, the Trust hereby adopts this Plan with respect to the Class C
shares of the Fund in accordance with Rule 12b-1 under the 1940 Act.

1.   (A) The Fund is authorized to pay to ISI, as compensation for ISI's
     services as Distributor of the Fund's Class C shares, a distribution fee at
     the rate of up to 0.75% on an annualized basis of the average daily net
     assets of the Fund's Class C shares. Such fee shall be calculated and
     accrued daily and paid quarterly or at such other intervals as the Trust
     and ISI shall agree.

     (B) The Fund is authorized to pay ISI, as compensation for ISI's services
     as Distributor of the Fund's Class C shares, a service fee at the rate of
     up to 0.25% on an annualized basis of the average daily net assets of the
     Fund's Class C shares. Such fee shall be calculated and accrued daily and
     paid quarterly or at such other intervals as the Trust and ISI shall agree.

     (C) The total fees payable under this Plan by the Fund with respect to its
     Class C shares shall not exceed the maximum rate of 1.00% on an annual
     basis of the average daily net assets of the Fund's Class C shares. To the
     extent the sum of any service fee paid under Paragraph 1(B) plus the
     distribution fee paid under paragraph 1(A) would otherwise exceed such
     maximum rate of 1.00%, the distribution fee paid under paragraph 1(A) shall
     be reduced pro tanto so that such maximum rate is not exceeded.

     (D) The Fund may pay a distribution or service fee to ISI at a lesser rate
     than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
     Plan, in either case as agreed upon by the Trust and ISI and as approved in
     the manner specified in paragraph 4 of this Plan.

<PAGE>

2. As Distributor of the Class C shares of the Fund, ISI may spend such amounts
as it deems appropriate on any activities or expenses primarily intended to
result in the sale of the Class C shares of the Fund or the servicing and/or
maintenance of Class C shareholder accounts, including, but not limited to:
compensation to employees of ISI; compensation to and expenses, including
overhead and telephone expenses, of ISI and other selected dealers who engage in
or support the distribution of shares or who service shareholder accounts; the
costs of printing and distributing prospectuses, statements of additional
information and reports for other than existing shareholders; and the costs of
preparing, printing and distributing sales literature and advertising materials.

3. This Plan shall not take effect unless it first has been approved by a vote
of a majority of the outstanding voting securities of the Class C shares of the
Fund.

4. This Plan shall not take effect with respect to the Class C shares of the
Fund unless it first has been approved, together with any related agreements, by
votes of a majority of both (a) the Board and (b) those Trustees of the Trust
who are not "interested persons" of the Trust and have no direct or indirect
financial interest in the operation of this Plan or any agreements related
thereto ("Independent Trustees"), cast in person at a meeting or (meetings)
called for the purpose of voting on such approval; and until the Trustees who
approve the Plan's taking effect have reached the conclusion required by Rule
12b-1(e) under the 1940 Act.

5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class C shares of the
Fund for so long as such continuance is specifically approved at least annually
in the manner provided for approval of this Plan in paragraph 4.

6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.

For purposes of this Plan, "distribution activities" shall mean any activities
in connection with ISI's performance of its obligations under this Plan or the
Underwriting Agreement that are not deemed "service activities." "Service
activities" shall mean activities in connection with the provision by ISI or
other entity of personal service and/or the maintenance of shareholder accounts
with respect to the Class C shares of the Fund, within the meaning of the
definition of "service fee" for purposes of Section 2830(b) (formerly Section
26(d)) of the Rules of Fair Practice of the National Association of Securities
Dealers, Inc. Overhead and other expenses of ISI related to its "distribution
activities" or "service activities," including telephone and other
communications expenses, may be included in the information regarding amounts

<PAGE>

expended for such activities.

7. This Plan may be terminated at any time by vote of the Board, by vote of a
majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class C shares of the Fund.

8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class C shares of the
Fund, and no material amendment to the Plan shall be made unless approved in the
manner provided for approval and annual renewal in paragraph 5 hereof.

9. The amount of the fees payable by the Fund to ISI under paragraph 1 hereof
and the Underwriting Agreement is not related directly to expenses incurred by
ISI on behalf of the Fund in serving as Distributor of the Class C shares, and
paragraph 2 hereof and the Underwriting Agreement do not obligate the Trust to
reimburse ISI for such expenses. The fees set forth in paragraph 1 hereof will
be paid by the Fund to ISI unless and until either the Plan or the Underwriting
Agreement is terminated or not renewed with respect to the Class C shares. If
either the Plan or the Underwriting Agreement is terminated or not renewed with
respect to the Class C shares, any distribution expenses incurred by ISI on
behalf of the Class C shares of the Fund in excess of the payments of the fees
specified in paragraph 1 hereof and the Underwriting Agreement which ISI has
received or accrued through the termination date are the sole responsibility and
liability of ISI, and are not obligations of the Trust.

10. While this Plan is in effect, the selection and nomination of Trustees who
are not interested persons of the Trust shall be committed to the discretion of
the Trustees who are not interested persons of the Trust.

11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.

12. The Trust shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.

<PAGE>

IN WITNESS WHEREOF, the Trust has executed this Plan of Distribution on the day
and year set forth below in St. Petersburg, Florida.

Dated as of November 1, 1999

ATTEST:                                    IDEX MUTUAL FUNDS

                                              By:__________________________
____________________________                     G. John Hurley
Thomas E. Pierpan                                President and Chief Executive
Vice President, Secretary & Associate            Officer
General Counsel






                                  EXHIBIT 23(O)
                              MULTIPLE CLASS SHARES


<PAGE>

                                IDEX MUTUAL FUNDS
            AMENDED AND RESTATED PLAN FOR MULTIPLE CLASSES OF SHARES

         WHEREAS, IDEX Mutual Fund (the "Fund") is a Massachusetts business
trust engaged in business as an open-end management investment company and
registered as such under the Investment Company Act of 1940, as amended (the
"1940 Act");

         WHEREAS, the Fund has established a Plan for Multiple Classes of Shares
dated as of June 30, 1995 ("Prior Plan");

         WHEREAS, the Board of Trustees, including a majority of Trustees who
are disinterested persons of the Fund, have approved amendments to the Prior
Plan, as in the best interests of each class of shares and the Fund as a whole;

         WHEREAS, pursuant to the terms of the Fund's Declaration of Trust, as
well as the 1940 Act and the rules and regulations thereunder, the Board of
Trustees of the Fund has authority to approve and authorize the issuance of, and
has previously approved and authorized the issuance of, an unlimited number of
shares of beneficial interest as Class A, Class B, Class C, and Class M shares
of each fund listed herein on Schedule A, as may be amended, and Class T shares
of IDEX JCC Growth; and

         WHEREAS, the terms of such Class A, Class B, Class C, Class M and Class
T shares as previously approved and authorized for issuance by the Board are the
same as the terms of Class A, Class B, Class C, Class M and Class T shares set
forth in this Amended and Restated Plan for Multiple Classes of Shares (the
"Plan").

         NOW, THEREFORE, this Plan is a plan as contemplated by Rule 18f-3(d)
under the 1940 Act with respect to each class of shares of the Fund set forth on
Schedule A. The Plan shall remain in effect until such time as the Board of
Trustees terminates the Plan or makes a material amendment to the Plan. Any
material amendment to the Plan must be approved by the Trustees, including a
majority of the Trustees who are disinterested persons of the Fund, as in the
best interests of each class of shares and the Fund as a whole.

SECTION I:  CLASS DISTRIBUTION FEES AND SHAREHOLDER SERVICES

         (A) Class A shares are offered at net asset value and shall be subject
to a front-end sales charge as set forth below:

                     IDEX ALGER AGGRESSIVE GROWTH, IDEX JCC
             CAPITAL APPRECIATION, IDEX JCC GLOBAL, IDEX JCC GROWTH,
              IDEX LKCM STRATEGIC TOTAL RETURN, IDEX JCC BALANCED,
     IDEX DEAN ASSET ALLOCATION, IDEX T. ROWE PRICE SMALL CAP, IDEX SALOMON
     ALL CAP, IDEX GE/SCOTTISH EQUITABLE INTERNATIONAL EQUITY, IDEX PILGRIM
    BAXTER MID CAP GROWTH, IDEX GOLDMAN SACHS GROWTH, IDEX C.A.S.E. GROWTH,
           IDEX NWQ VALUE EQUITY, IDEX T. ROWE PRICE DIVIDEND GROWTH

              ----------------------------------- ----------------
                                                    ALES CHARGE
                                                        AS % OF
                         AMOUNT OF PURCHASE        OFFERING PRICE
              ----------------------------------- ----------------
              Less than $50,000                         5.50%
              ----------------------------------- ----------------
              $50,000 but less than $100,000            4.75%
              ----------------------------------- ----------------
              $100,000 but less than $250,000           3.50%
              ----------------------------------- ----------------
              $250,000 but less than $500,000           2.75%
              ----------------------------------- ----------------
              $500,000 but less than $1,000,000         2.00%
              ----------------------------------- ----------------
              $1,000,000 or more                        0.00%
              ----------------------------------- ----------------


<PAGE>


                IDEX JCC FLEXIBLE INCOME, IDEX AEGON INCOME PLUS,
                              IDEX AEGON TAX EXEMPT

                  --------------------------------- --------------
                                                     SALES CHARGE
                                                       AS % OF
                          AMOUNT OF PURCHASE        OFFERING PRICE
                  --------------------------------- --------------
                  Less than $50,000                     4.75%
                  --------------------------------- --------------
                  $50,000 but less than $100,000        4.00%
                  --------------------------------- --------------
                  $100,000 but less than $250,000       3.50%
                  --------------------------------- --------------
                  $250,000 but less than $500,000       2.25%
                  --------------------------------- --------------
                  $500,000 but less than $1,000,000     1.25%
                  --------------------------------- --------------
                  $1,000,000 or more                    0.00%
                  --------------------------------- --------------

         (B) Class A shares may pay an annual distribution fee of up to 0.35%,
and an annual service fee of up to 0.25%, of the average daily net assets of
each fund's Class A shares. However, to the extent that a fund pays service
fees, the amount which the fund may pay as a distribution fee is reduced
accordingly, so that the total distribution and service fees payable may not
exceed on an annualized basis 0.35% of the average daily net assets of that
fund's Class A shares. Such fees shall be calculated and accrued daily and paid
monthly on an annualized basis of the average daily net assets of each fund's
Class A shares.


         A 1% contingent deferred sales charge will be applied to any redemption
within 24 months after a $1 million or more purchases on which no front-end
sales charge was imposed, unless the Class A shares were purchased through a
qualified retirement plan.

         Class A share purchases in an amount of less that $1,000,000 by defined
contribution plans, other than 403(b) plans, that are sponsored by employers
with 100 or more eligible employees will be treated as if such purchases were
equal to an amount more than $1,000,000.


         (C) Class B shares are offered at net asset value and shall be subject
to a contingent deferred sales charge if redeemed within 6 years of purchase,
payable upon redemption, which shall be imposed as follows as a percentage of
the lesser of the then current net asset value per share of the shares being
redeemed or the net asset value per share of the shares being redeemed at the
time of purchase:

 REDEMPTION DURING YEAR   APPLICABLE CONTINGENT DEFERRED SALES CHARGE PERCENTAGE
           1...........................................5%
           2...........................................4%
           3...........................................3%
           4...........................................2%
           5...........................................1%
           6...........................................1%
           7 and later.................................0%

         (D) Class B shares are subject to an annual service fee at a rate of up
to 0.25% and an annual distribution fee at a rate of up to 0.75% of the average
daily net assets of each fund's Class B shares. Such fees shall be calculated
and accrued daily and paid monthly on an annualized basis of the average daily
net assets of each fund's Class B shares.

         (E) Class C shares are offered at net asset value, and shall be subject
to annual service and distribution fees of up to 1.00% of the average daily net
assets of each fund's Class C shares. Such fees shall be calculated and accrued
daily and paid quarterly on an annualized basis of the average daily net assets
of each fund's Class C shares.

<PAGE>

         (F) Class M shares are offered at net asset value, shall be subject to
a 1% front-end sales charge, and shall be subject to an annual service fee of up
to 0.25% and an annual distribution fee of up to 0.75% of the average daily net
assets of each fund's Class M shares; however, the total annual service and
distribution fees may exceed 0.90% of the daily net assets of the fund's Class M
shares, except for IDEX AEGON Tax Exempt which annual service and distribution
fees shall be up to 0.60% of the average daily net assets of the fund's Class C
shares. Such fees shall be calculated and accrued daily and paid monthly on an
annualized basis of the average daily net assets of each fund's Class M shares.


         A 1% contingent deferred sales charge will be applied to any redemption
within 18 months after the date of purchase.


         (G) Class T shares of IDEX JCC Growth are offered at net asset value
and subject to a front-end sales charge as set forth below:

             ---------------------------------- --------------
                                                 SALES CHARGE
                                                    AS % OF
                       AMOUNT OF PURCHASE       OFFERING PRICE
             ---------------------------------- --------------
             Less than $10,000                       8.50%
             ---------------------------------- --------------
             $10,000 but less than $25,000           7.75%
             ---------------------------------- --------------
             $25,000 but less than $50,000           6.25%
             ---------------------------------- --------------
             $50,000 but less than $75,000           5.75%
             ---------------------------------- --------------
             $75,000 but less than $100,000          5.00%
             ---------------------------------- --------------
             $100,000 but less than $250,000         4.25%
             ---------------------------------- --------------
             $250,000 but less than $500,000         3.00%
             ---------------------------------- --------------
             $500,000 but less than $1,000,000       1.25%
             ---------------------------------- --------------
             $1,000,000 and over                     0.00%
             ---------------------------------- --------------

         (H) In determining whether a contingent deferred sales charge is
payable, the Fund will comply with the provisions of Rule 6c-10 under the 1940
Act as currently adopted. Under Rule 6c-10, no contingent deferred sales charge
is imposed with respect to 1) the portion of redemption proceeds attributable to
the increase in the value of an account above the net cost of the investment due
to increases in the net asset value per Class A, Class B, Class M or Class T
shares; 2) Class A, Class B, Class M or Class T shares which have been acquired
through reinvestment of income dividends or capital gain distributions; or 3)
Class B shares held for more than six years after purchase, Class A or Class T
shares held for more than 24 months after purchase or Class M shares held more
than 18 months after purchase.

         (I) Notwithstanding the foregoing, the aggregate amounts of any
front-end sales charge, any asset-based distribution plan fee and any contingent
deferred sales charge imposed by the Fund shall comply with the requirements of
Section 26(d) of the National Association of Securities Dealers, Inc. Variations
in front-end or back-end loads for Class A, Class B, Class M or Class T shares,
respectively, may be available in accordance with Rule 22d-1 or Rule 6c-10 of
the 1940 Act, as applicable.

SECTION II:  CONVERSION FEATURES

         (A) Class A, Class C, and Class T shares do not have conversion
features.

         (B) Class B shares will convert automatically to Class A shares of the
same fund eight (8) years after the end of the calendar month in which the
shareholder's order to purchase such Class B shares was accepted, on the basis
of the relative net asset values per share, without the imposition of any sales
load, fee or other charge.

<PAGE>

         (C) Class B shares in a shareholder's account that is purchased through
the reinvestment of dividends and other distributions paid with respect to Class
B shares (and which have not converted to Class A shares) are considered to be
held in a separate sub-account. Each time any Class B shares in the
shareholder's fund account (other than those in the sub-account) convert to
Class A shares, an equal pro rata portion of the Class B shares in the
sub-account will also convert to Class A shares. The portion converting is
determined by the ratio that the shareholder's Class B shares converting to
Class A shares bears to the shareholder's total Class B shares not acquired
through dividends and distributions.


         (D) Class M shares will convert automatically to Class A shares of the
same fund ten (10) years after the end of the calendar month in which the
shareholder's order to purchase such Class M shares was accepted on the basis of
the relative net asset values per share, without the imposition of any sales
load, fee or other charge.


SECTION III:  EXCHANGE PRIVILEGES

         (A) Shares of one fund may be exchanged only for shares in the same
class of another fund on which a front-end sales charge was imposed. Class T
shares may be exchanged for only Class A shares of any fund, other than IDEX JCC
Growth. Class A and T Shares may be exchanged for shares of any of the three
portfolios of the Cash Equivalent Fund. Class B, C and M shares may be exchanged
for shares of the Money Market Portfolio of the Cash Equivalent Fund.

         (B) Class B shares are exchangeable on the basis of relative net asset
value per share without the payment of any contingent deferred sales charge that
might otherwise be due on the redemption of such Class B shares. For purposes of
computing the contingent deferred sales charge that may be payable upon a
disposition of the Class B shares acquired in the exchange, the holding period
for the previously owned Class B shares is "tacked" to the holding period of the
Class B shares acquired through the exchange.

         (C) Any IDEX exchange will be based on the respective net asset value
of the shares involved and may be made in amounts of $50 or more. There is no
sales commission involved in an exchange of Class A, Class B, Class C, Class M
or Class T shares.

SECTION IV:  ALLOCATION OF CLASS EXPENSES

         Class A, Class B, Class C, Class M and Class T shares of each Portfolio
shall have the same rights, preferences, voting powers, restrictions and
limitations as to dividends, qualifications, and terms and conditions of
redemption, except as follows:

               (1)  Expenses related to the distribution of a class of shares or
                    to services provided to the shareholders of a class of
                    shares, shall be borne solely by such class;

               (2)  The bearing of the expenses set forth in Section IV (1)
                    solely by shares of each class shall be appropriately
                    reflected (in the manner determined by the Board of
                    Trustees) in the net asset value, dividend, distribution and
                    liquidation rights of the shares of such class;

               (3)  Expenses that may be borne by a particular class may also
                    include: transfer agency fees attributable to a particular
                    class; preparing, printing, mailing and distributing
                    materials such as shareholder reports, prospectuses and
                    proxy statements to current shareholders of a specific
                    class; state and federal registration fees incurred by a
                    specific class; litigation and other legal expenses relating
                    to a particular class; administrative personnel and services
                    required to support the shareholders of a specific class;
                    and fees and other payments made to entities performing
                    services for a particular class, including maintenance,
                    dividend disbursing or subaccounting services or
                    administration of a dividend reinvestment or systematic
                    investment or withdrawal plan; and

               (4)  Investment advisory fees, custodial fees and other expenses
                    relating to the management of the Portfolio's assets shall
                    not be allocated on a class-specific basis.

<PAGE>

SECTION V:  ALLOCATION OF FUND INCOME AND EXPENSES

         (A) Income, realized and unrealized capital gains and losses, and
expenses that are not allocable to a specific class pursuant to Section IV
above, shall be allocated to each class of a Portfolio in accordance with Rule
18f-3(c) under the 1940 Act.

         (B) Dividends and other distributions paid by each fund with respect to
its Class A, Class B, Class C, Class M and Class T shares are calculated in the
same manner and declared and paid at the same time. The per share dividends from
net investment income on Class B, Class C and Class M shares are anticipated to
be lower than the per share dividends from net investment income on Class A
shares as a result of the higher service and distribution fees applicable to
Class B, Class C and Class M shares.

         (C) All dividends and capital gain distributions, if any, with respect
to a particular class, will be paid automatically in additional shares of that
class at the net asset value per share determined as of the next business day
following the record date, unless otherwise elected by the shareholder.

SECTION VI:  REDEMPTIONS

         The value of fund shares on certain redemptions may be more or less
than the shareholder's cost or basis, depending upon the fund's net asset value
at the time of redemption. Class A, Class B, Class M and Class T shares may be
subject to a contingent deferred sales charge, as defined in Rule 6c-10 of the
1940 Act as set forth in Section I above. Shares will normally be redeemed for
cash.

SECTION VII:  RECORDKEEPING

         The Fund shall preserve copies of this Plan and any related agreements
for a period of not less than six years from the date of this Plan or agreement,
the first two years in an easily accessible place.

SECTION VIII:  AMENDMENTS

         This Plan may not be amended to change any material provision unless
such amendment is approved by the vote of the majority of the Board of Trustees,
including a majority of the Trustees who are not interested persons of the Fund,
based on their finding that the amendment is in the best interest of each class
individually and the Fund as a whole.

         In Witness Whereof, the Fund has executed this Amended and Restated
Plan for Multiple Classes of Shares on the day and year set forth below.


Dated as of November __, 1999.


                                    __________________________________
                                    By:  Thomas Moriarty
                                         President and Chief Executive Officer

         ATTEST:

                                    ___________________________________
                                    By: Thomas E. Pierpan, Vice President,
                                        Secretary and Associate General Counsel


<PAGE>
<TABLE>
<CAPTION>
                                   Schedule A

                                IDEX Mutual Funds

<S>                         <C>                             <C>
IDEX JCC GROWTH             IDEX LKCM STRATEGIC             IDEX T. ROWE PRICE
                            TOTAL RETURN                    DIVIDEND GROWTH
Class A Shares
Class B Shares              Class A Shares                  Class A Shares
Class C Shares              Class B Shares                  Class B Shares
Class M Shares              Class C Shares                  Class C Shares
Class T Shares              Class M Shares                  Class M Shares

IDEX JCC GLOBAL             IDEX DEAN ASSET ALLOCATION      IDEX ALGER AGGRESSIVE GROWTH

Class A Shares              Class A Shares                  Class A Shares
Class B Shares              Class B Shares                  Class B Shares
Class C Shares              Class C Shares                  Class C Shares
Class M Shares              Class M Shares                  Class M Shares

IDEX JCC FLEXIBLE INCOME    IDEX JCC CAPITAL APPRECIATION   IDEX GOLDMAN SACHS GROWTH

Class A Shares              Class A Shares                  Class A Shares
Class B Shares              Class B Shares                  Class B Shares
Class C Shares              Class C Shares                  Class C Shares
Class M Shares              Class M Shares                  Class M Shares

IDEX AEGON TAX EXEMPT       IDEX T. ROWE PRICE SMALL CAP    IDEX NWQ VALUE EQUITY

Class A Shares              Class A Shares                  Class A Shares
Class B Shares              Class B Shares                  Class B Shares
Class C Shares              Class C Shares                  Class C Shares
Class M Shares              Class M Shares                  Class M Shares

                            IDEX PILGRIM BAXTER             IDEX GE/SCOTTISH EQUITABLE
IDEX AEGON INCOME PLUS      MID CAP GROWTH                  INTERNATIONAL EQUITY

Class A Shares              Class A Shares                  Class A Shares
Class B Shares              Class B Shares                  Class B Shares
Class C Shares              Class C Shares                  Class C Shares
Class M Shares              Class M Shares                  Class M Shares


IDEX JCC BALANCED           IDEX SALOMON ALL CAP            IDEX C.A.S.E. GROWTH

Class A Shares              Class A Shares                  Class A Shares
Class B Shares              Class B Shares                  Class B Shares
Class C Shares              Class C Shares                  Class C Shares
Class M Shares              Class M Shares                  Class M Shares

</TABLE>
<PAGE>

                                   Schedule A


                    PARTICIPATING FUNDS AS OF NOVEMBER , 1999


                                 IDEX JCC Growth
                                 IDEX JCC Global
                                IDEX JCC Balanced
                            IDEX JCC Flexible Income
                          IDEX JCC Capital Appreciation
                             IDEX AEGON Income Plus
                              IDEX AEGON Tax Exempt
                          IDEX Alger Aggressive Growth
                              IDEX C.A.S.E. Growth
                              IDEX NWQ Value Equity
                        IDEX GE / SE International Equity
                           IDEX Dean Asset Allocation
                        IDEX LKCM Strategic Total Return
                       IDEX T. Rowe Price Dividend Growth
                          IDEX T. Rowe Price Small Cap
                       IDEX Pilgrim Baxter Mid Cap Growth
                              IDEX Salomon All Cap
                            IDEX Goldman Sachs Growth


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