SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of
Commission Only [as permitted by
Rule 14a-6(e) (2)]
[ ] Definitive Additional Materials
[X] Definitive Proxy Statement
[ ] Soliciting Materal Under Rule 14a-12
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IDEX MUTUAL FUNDS
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
IDEX MUTUAL FUNDS
570 Carillon Parkway
St. Petersburg, Florida 33716
(Toll-Free) 1-888-233-4339
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
December 15, 2000
To the shareholders of IDEX NWQ Value Equity fund of IDEX Mutual Funds:
Notice is hereby given that a special meeting of the shareholders of the IDEX
NWQ Value Equity fund (the "Fund") of IDEX Mutual Funds ("IDEX") will be held at
570 Carillon Parkway, St. Petersburg, Florida 33716, on the 15th day of December
2000 at 10:30 a.m., local time, or any adjournment(s) thereof, for the following
purposes:
1. To approve a new Sub-Advisory Agreement between Idex Management,
Inc. ("IMI") and NWQ Investment Management Company, Inc. ("NWQ")
with respect to the Fund;
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Trustees of IDEX (the "Board") has fixed the close of business on
September 12, 2000 as the record date for the determination of shareholders of
the Fund that are entitled to notice of, and to vote at, the meeting. You are
entitled to vote at the meeting and any adjournment(s) thereof if you owned
shares of the Fund at the close of business on September 12, 2000. If you attend
the meeting, you may vote your shares in person. If you do not expect to attend
the meeting, please complete, date, sign and return the enclosed proxy card in
the enclosed postage paid envelope. If your shares are held in the name of your
brokerage firm (a street name account), please complete your proxy card and
return it to your broker. Your vote is still important. If you mail your vote by
proxy ballot and then decide to attend the meeting, you may change your vote in
person at the meeting. This Notice and Accompanying Proxy Statement will be
mailed on or about September 25, 2000.
The Board with respect to the Fund has unanimously approved the proposal set
forth above. The Board recommends that you vote shares that you are entitled to
vote "FOR" the proposal.
We look forward to your participation, and we thank you for your continued
confidence in IDEX.
By Order of the Board of Trustees,
John K. Carter, Secretary
IDEX Mutual Funds
St. Petersburg, Florida
September 25, 2000
<PAGE>
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed proxy card, date and
sign the card, and return it in the envelope provided. If you sign, date and
return the proxy card but give no voting instructions, your shares will be voted
"FOR" the proposal presented above.
IDEX will furnish, without charge, a copy of its most recent annual report to
shareholders upon request. Any such request should be directed to IDEX by
calling (888) 233-4339 or by writing to IDEX at P.O. Box 9015, Clearwater, FL
33758-9015.
Shareholders of the Fund are invited to attend the meeting in person. If you do
not expect to attend the meeting, please indicate your voting instructions on
the enclosed proxy card, date and sign the proxy card, and return it in the
envelope provided, which is addressed for your convenience and needs no postage
if mailed in the United States.
In order to avoid the additional expense and delay of further solicitation, we
ask that you mail your proxy promptly.
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<PAGE>
PROXY STATEMENT DATED September 25, 2000
IDEX MUTUAL FUNDS
570 Carillon Parkway
St. Petersburg, Florida 33716
(Toll Free) 1-888-233-4339
This is a proxy statement for the IDEX NWQ Value Equity fund (the "Fund") of
IDEX Mutual Funds ("IDEX"), a series mutual fund consisting of several separate
investment funds. This proxy statement is being furnished in connection with the
solicitation of proxies by the Board of Trustees of IDEX (the "Board") to be
used at the IDEX special meeting of shareholders of the Fund or any
adjournment(s) thereof (the "Meeting"). The Meeting will be held on December 15,
2000 at 10:30 a.m., local time, at 570 Carillon Parkway, St. Petersburg, Florida
33716.
The primary purpose of the Meeting is to permit the shareholders of the Fund to
consider a proposed Sub-Advisory Agreement between Idex Management, Inc. ("IMI")
and NWQ Investment Management, Inc. ("NWQ") with respect to the Fund ("Proposed
Sub-Advisory Agreement") to take effect upon the later to occur of December 15,
2000 or obtaining shareholder approval.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with the directions indicated on your card provided it is received in
a timely manner and properly executed. If you properly execute your voting
instruction form and give no voting instructions, your shares will be voted FOR
the proposal set forth herein. Abstentions will be counted as present for
purposes of determining a quorum, but will not be counted as voting with respect
to the proposal from which shareholders abstain. Voting instructions may be
revoked at any time prior to their exercise by execution of a subsequent voting
instruction. The duly appointed proxies may, in their discretion, vote upon such
other matters as may properly come before the Meeting.
INTRODUCTION
Currently, IMI acts as investment adviser to the Fund pursuant to an investment
advisory agreement dated October 30, 1996 on behalf of IDEX NWQ Value Equity
(the "Current Advisory Agreement"). Under the Current Advisory Agreement, IMI is
responsible for providing investment management and supervision services to the
Fund. With respect to the Fund, IMI has in turn entered into a Sub-Advisory
Agreement with NWQ Investment Management, Inc. ("NWQ") dated October 30, 1996 on
behalf of the Fund (the "Current Sub-Advisory Agreement").
The Acquisition. On June 16, 2000, United Asset Management Corporation ("UAM"),
the parent corporation of NWQ, entered into an Agreement and Plan of Merger for
Old Mutual plc to acquire UAM through a tender offer and merger (the
"Acquisition"). The Acquisition is subject to a number of conditions, including
(but not limited to): (i) a tender by holders of a majority of UAM's outstanding
shares; (ii) the absence of any legal restraint or prohibition preventing the
Acquisition; and (iii) the expiration of any waiting period required by
antitrust laws. The acquisition is expected to close prior to the end of 2000,
although there is no assurance that the Acquisition will be consummated.
The Acquisition is deemed to result in a "change of control" of NWQ and,
therefore an "assignment," as defined in the Investment Company Act of 1940 (the
"1940 Act"), of the Current Sub-Advisory Agreement between IMI and NWQ. As
required by the 1940 Act, the Current Sub-Advisory Agreement provides for its
automatic termination in the event of its assignment. Shareholders of the Fund
are not being asked to approve the Acquisition; rather, they are being asked to
continue the existing sub-advisory relationship for the Fund under a new
contract. Therefore, in connection with the Acquisition, the IDEX Board of
Trustees is proposing that shareholders of the Fund VOTE FOR the Proposed
Sub-Advisory Agreement. The Proposed Sub-Advisory Agreement as it relates to the
Fund is substantially identical to the Current Sub-Advisory Agreement.
<PAGE>
The following factors should be considered by shareholders in determining
whether to approve the Proposed Sub-Advisory Agreement:
o The Proposed Sub-Advisory Agreement was unanimously approved by the Board of
Trustees.
o There will be no change in the investment objective or policies of the Fund.
o There will be no increase in the fees payable to the Sub-Adviser as a result
of the approval and implementation of the Proposed Sub-Advisory Agreement.
o No significant changes are contemplated in the personnel of the Sub-Adviser
who are responsible for managing the investments of the Fund.
VOTING INFORMATION
Shareholders of record of the Fund who own shares of beneficial interest at the
close of business on September 12, 2000 (the "Record Date") will be entitled to
vote at the Meeting, including any adjournment(s) thereof, with respect to the
Proposed Sub-Advisory Agreement. With respect to the proposal presented herein,
shareholders are entitled to one vote for each share held and fractional votes
for fractional shares held with no share having cumulative voting rights. With
respect to the Fund, a majority of the shares of beneficial interest outstanding
on the Record Date, represented in person or by proxy, will constitute a quorum
for the Meeting, and therefore must be present for the transaction of business
at the Meeting. Only proxies that are voted, abstentions and "broker non-votes"
(as defined below) will be counted towards establishing a quorum. In the event
that a quorum is not present at the Meeting, or a quorum is present but
sufficient votes to approve the proposals are not received, the persons named as
proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of the Fund shares represented at the Meeting in person or by
proxy (excluding abstentions and "broker non-votes", as defined below).
The person named as proxies will vote those proxies that they are entitled to
vote FOR any proposal in favor of an adjournment of the Meeting, and will vote
those proxies required to be voted AGAINST any proposal for the Fund against
such adjournment. A shareholder vote may be taken on any proposal prior to any
such adjournment if sufficient votes have been received and it is otherwise
appropriate.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with your directions, if your proxy is received in a timely manner
and is properly executed. If we receive your proxy, and it is executed properly,
but you give no voting instructions with respect to any proposal, your shares
will be voted FOR the proposal. The duly appointed proxies may, in their
discretion, vote upon such other matters as may properly come before the
Meeting.
Abstentions and "broker non-votes" (as defined below) are counted as shares
eligible to vote at the Meeting in determining whether a quorum is present, but
do not represent votes cast with respect to the proposals. "Broker non-votes"
are shares held by a broker or nominee as to which instructions have not been
received from the beneficial owners or persons entitled to vote and the broker
or nominee does not have discretionary voting power.
You may revoke your proxy: (a) at any time prior to its exercise by written
notice of its revocation to the Secretary of IDEX at the above address prior to
the Meeting; (b) by the subsequent execution and return of another proxy prior
to the Meeting; or (c) by being present and voting in person at the Meeting and
giving oral notice of revocation to the Chairman of the Meeting.
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<PAGE>
As of the Record Date, the Fund had 1,698,551.319 outstanding shares of
beneficial interest.
Beneficial Owners. Occasionally, the number of shares of the Fund held in the
"street name" accounts of various securities dealers for the benefit of their
clients may exceed 5% of the total shares outstanding. As of September 12, 2000,
no person owned of record or was known by the Fund to own beneficially 5% or
more of the Fund's outstanding Class A, Class B, Class C or Class M shares
except the following:
Donaldson, Lufkin & Jenrette Securities Corporation Inc., P.O. Box 2052, Jersey
City, NJ 07303-2052 which owned 12.86% of outstanding shares for the benefit of
its customers.
The principal solicitation of proxies will be by the mailing of this Proxy
Statement on or about September 25, 2000, but proxies may also be solicited by
telephone and/or in person by representatives of IDEX and its affiliates.
Arrangements will be made with brokerage houses and other custodians, nominees,
and fiduciaries to forward proxies and proxy materials to their principals. The
costs of the Meeting, including the preparation and mailing of the notice, Proxy
Statement and proxy, and the solicitation of proxies, including reimbursement to
broker-dealers and others who forward proxy materials to their clients, will be
borne by the shareholders of the Fund.
As the date of the Meeting approaches, certain shareholders of the Fund may
receive a call from a representative of IDEX if IDEX has not yet received their
votes. Authorization to permit the IDEX representative to execute proxies may be
obtained from shareholders by telephonic instructions. Proxies that are obtained
telephonically in the solicitation process will be recorded in accordance with
the procedures set forth below.
If a telephonic proxy is solicited by a representative of IDEX, the
representative is required to ask the shareholder for such shareholder's full
name, address, social security or employer identification number, title (if the
person giving the proxy is authorized to act on behalf of an entity, such as a
corporation), the number of shares owned, and to confirm that the shareholder
has received the Proxy Statement in the mail. If the information solicited
agrees with the information provided to the representative of IDEX, then the
IDEX representative has the responsibility to explain the process, read the
proposal listed on the proxy card, and ask for the shareholder's instructions on
such proposal. Although the IDEX representative is permitted to answer questions
about the solicitation process, he or she is not permitted to recommend to the
shareholder how to vote, other than to read the recommendation set forth in the
Proxy Statement. The IDEX representative will record the shareholder's
instructions on the card. Within 72 hours, IDEX will send the shareholder a
letter or mailgram to confirm the shareholder's vote and ask the shareholder to
call immediately if the shareholder's instructions are not correct in the
confirmation.
If a shareholder wishes to participate in the Meeting, but does not wish to give
a proxy by telephone, such shareholder may still submit the proxy card
originally sent with the Proxy Statement or attend the Meeting in person. Any
proxy given by a shareholder, whether in writing or by telephone, is revocable.
A shareholder may revoke the accompanying proxy or a proxy given telephonically
at any time prior to its use by filing with IDEX a written revocation or duly
executed proxy bearing a later date. In addition, any shareholder that attends
the Meeting in person may vote by ballot at the Meeting, thereby canceling any
proxy previously given.
PROPOSAL 1: APPROVAL OF NEW SUB-ADVISORY AGREEMENT
IMI, on behalf of the Fund, has entered into the Current Sub-Advisory Agreement
with NWQ pursuant to which NWQ provides investment management services with
respect to assets of the Fund.
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<PAGE>
In anticipation of the Acquisition and in order for NWQ to continue to serve as
the sub-adviser to the Fund after the closing of the Acquisition, the Proposed
Sub-Advisory Agreement must be approved as it relates to the Fund (i) by a
majority of the Trustees of IDEX who are not parties to the Proposed
Sub-Advisory Agreement or interested persons of any such party or interested
persons of IDEX as defined in Section 2(a)(19) of the 1940 Act ("Disinterested
Trustees") and (ii) by the holders of a majority of the outstanding voting
securities (as defined by Section 2(a)(42) of the 1940 Act ("voting securities")
of the Fund. (If, for any reason, the closing of the Acquisition does not occur,
the Interim Sub-Advisory Agreement described below will remain in effect subject
to the terms and conditions contained in the agreement.)
Prior to and at a meeting on September 11, 2000, the Board, including a majority
of Disinterested Trustees, reviewed and, at the Board meeting, unanimously
approved the terms of the Proposed Sub-Advisory Agreement, which appears as
Exhibit A to this Proxy Statement.
The shareholders of the Fund are being asked to approve the Proposed
Sub-Advisory Agreement between IMI and NWQ with respect to the Fund that will
take effect upon the later to occur of (a) obtaining shareholder approval or (b)
December 15, 2000. The initial term of the agreement terminates on April 30,
2002; and the Proposed Sub-Advisory Agreement reflects minor stylistic and
clarifying changes. The Proposed Sub-Advisory Agreement appears as Exhibit A to
this Proxy Statement.
Compensation earned by NWQ under an Interim Sub-Advisory Agreement is held in an
interest-bearing escrow account pending shareholder approval of the Proposed
Sub-Advisory Agreement for a period of up to 150 days from the termination of
the Current Sub-Advisory Agreement. If shareholders approve the Proposed
Sub-Advisory Agreement, the amount held in the escrow account, plus interest,
will be paid to NWQ. If shareholders do not approve the Proposed Sub-Advisory
Agreement, NWQ will be paid the lesser of the costs incurred in performing its
services under the Interim Sub-Advisory Agreement or the total amount in the
escrow account, plus interest earned. The form of the Proposed Sub-Advisory
Agreement is attached to this proxy statement as Exhibit A. The Proposed
Sub-Advisory Agreement will be identical in all material respects to the Fund's
Current Sub-Advisory Agreement. In addition, the Fund's advisory fee rate will
remain unchanged.
Information Concerning IMI. IMI, a Delaware corporation, located at 570 Carillon
Parkway, St. Petersburg, Florida 33716 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. The
primary emphasis of the subsidiary companies of AUSA is generally the sale and
servicing of 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.
IMI does not currently act as an investment adviser with respect to any
registered investment company other than IDEX. IMI has served as investment
adviser of the Fund since March 1, 1999. Prior to that date, InterSecurities,
Inc. served as investment adviser.
IMI's directors and principal officer, together with their principal
occupations, are listed below. The address of each is 570 Carillon Parkway, St.
Petersburg, Florida 33716.
-4-
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------ ---------------------------------------------------------
Name and Position with IMI Principal Occupation
------------------------------------------------------------ ---------------------------------------------------------
<S> <C>
John R. Kenney Trustee/Chairman of IDEX Mutual Funds; Director/
Director Chairman of WRL Series Fund, Inc.; Director of ISI
Insurance Agency, Inc.; Chairman & Chief Executive
Officer of Western Reserve Life Assurance Co. of Ohio;
Senior Vice President of AEGON USA, Inc.; Director,
Chairman and Co-CEO of Great Companies, L.L.C.
------------------------------------------------------------ ---------------------------------------------------------
Jerome C. Vahl Executive Vice President of IDEX Mutual Funds and WRL
Director Series Fund, Inc.; President of Western Reserve Life
Assurance Co. of Ohio; Director of Idex Investor
Services, Inc.; Vice President, AEGON USA, Cedar
Rapids, Iowa.
------------------------------------------------------------ ---------------------------------------------------------
Thomas R. Moriarty Executive Vice President, Treasurer and Principal
Director, President and CEO Financial Officer of IDEX Mutual Funds; President,
Chief Executive Officer and Director of
InterSecurities, Inc. (ISI); Senior Vice President of
ISI Insurance Agency, Inc.; President and CEO of Idex
Investor Services, Inc.; Senior Vice President of
Western Reserve Life Assurance Co. of Ohio; and
President and CEO of AEGON Asset Management Services,
Inc.
------------------------------------------------------------ ---------------------------------------------------------
</TABLE>
All directors and the principal officer as set forth above, serve as officers or
trustees of IDEX. No officer or trustee of IDEX (who is not a director of IMI)
owns securities or has any other material direct or indirect interest in IMI or
is a person controlling, controlled by or under common control with IMI.
Information Concerning NWQ. NWQ, the current sub-adviser to the Fund, is located
at 2049 Century Park East, 4th Floor, Los Angeles, CA 90067-3214.
None of the officers or Trustees of IMI or IDEX is an officer, employee,
director, or shareholder of NWQ.
NWQ and its affiliates provide investment management and related services to
other mutual funds and individual, corporate and retirement accounts. The
following are registered investment company funds advised by NWQ with an
investment objective similar to that of the Fund; the table identifies and sets
forth the size of such fund as of June 30, 2000, along with the management fee
expressed as a percentage of average daily net assets for the fund. NWQ receives
the fees in exchange for providing investment services, which are comprised of
investment advisory services or administrative services, or both.
IDEX NWQ VALUE EQUITY:
<TABLE>
<CAPTION>
------------------------------------- ----------------------------------- -----------------------------------
<S> <C> <C>
Name of NWQ Portfolio with Similar Net Assets as of June 30, 2000 Annual Management Fee Rate
Investment Objective
------------------------------------- ----------------------------------- -----------------------------------
Travelers Series Trust - (NWQ Large 0.75% of the portfolio's
Cap Portfolio) $ 20.7 Million average daily net assets
------------------------------------- ----------------------------------- -----------------------------------
0.80% of the portfolio's
WRL NWQ Value Equity $135.2 Million average daily net assets
------------------------------------- ----------------------------------- -----------------------------------
</TABLE>
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<PAGE>
The following table sets forth certain information concerning the principal
executive officer and directors of NWQ:
<TABLE>
<CAPTION>
Principal Occupation/Position
Name with NWQ
-------------------------------------------------------------------------------------------------------------------
<S> <C>
David A. Polak Chairman & Chief Investment Officer
Edward Friedel, Jr. Managing Director
Kevin P. O'Brien Director
Jon D. Bosse Managing Director
James H. Galbreath Managing Director
Mary-Gene Slaven Secretary/Treasurer & Managing Director
Phyllis G. Thomas Managing Director
Justin T. Clifford Managing Director
Thomas J. Laird Managing Director
</TABLE>
Current Sub-Advisory Agreement. Under the Fund's Current Sub-Advisory Agreement,
and subject to review and supervision by IMI and the Board, NWQ is responsible
for the actual management of the Fund and for making decisions to buy, sell or
hold any particular security, and NWQ places orders to buy or sell securities on
behalf of the Fund. NWQ bears all of its expenses in connection with the
performance of its services, such as compensating and furnishing office space
for its officers and employees connected with investment and economic research,
trading and investment management of the Fund. NWQ is also responsible for
selecting the broker-dealers who execute the Fund's portfolio transactions. The
Current Sub-Advisory Agreement was last approved by shareholders on October 30,
1996, the date of its initial approval.
For its services, NWQ receives the following compensation:
IDEX NWQ Value Equity 50% of the fees received by IMI under the
Advisory Agreement (IMI receives 0.80% of
the first $500 million of the Fund's average
daily net assets and 0.70% of the Fund's
average daily net assets over $500 million),
less 50% of any amount reimbursed pursuant
to the Fund's expense limitation as set
forth in the Fund's prospectus.
For the IDEX fiscal year ended October 31, 1999, IDEX NWQ Value Equity received
compensation in the amount of $16,106.00.
Evaluation by the Board. Prior to and at the meeting of the Board on September
11, 2000, the Trustees of IDEX, including the Disinterested Trustees, reviewed
information regarding the Acquisition and the Proposed Sub-Advisory Agreement as
it relates to the Fund. The Board also discussed the Acquisition and its
possible effects on the Fund.
In evaluating the Proposed Sub-Advisory Agreement, the Board took into account
that the Fund's Current Sub-Advisory Agreement, including the terms relating to
the services provided thereunder by NWQ and the expenses payable by the Fund, is
substantially identical to the Proposed Sub-Advisory Agreement, except for the
effective date and the initial term. The Board gave greatest weight to ensuring
continuity of management of the Fund. In light of the capabilities, resources,
and personnel of NWQ, the Board concluded that such continuity was in the best
interests of shareholders. After consideration of all factors and information
that the Board deemed relevant, the Board, including Disinterested Trustees,
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<PAGE>
unanimously approved the Proposed Sub-Advisory Agreement and voted to recommend
approval of the agreement to shareholders of the Fund.
Vote Required. As provided under the 1940 Act, approval of the Proposed
Sub-Advisory Agreement will require the affirmative vote of a majority of the
outstanding shares of the Fund. Such a majority is defined in the 1940 Act as
the lesser of: (a) 67% or more of the shares present at such meeting, if the
holders of more than 50% of the outstanding share of the Fund are present or
represented by proxy, or (b) more than 50% of the total outstanding shares of
the Fund.
In the event that the Proposed Sub-Advisory Agreement is not approved by the
shareholders of the Fund, the Board will consider such alternative measures as
the Board deems prudent and in the best interest of the Fund and its
shareholders.
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THE BOARD OF TRUSTEES RECOMMENDS THAT
YOU VOTE "FOR" PROPOSAL NO. 1
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Shareholder Proposals
As a general matter, IDEX does not hold annual meetings of shareholders.
Shareholders wishing to submit proposals for inclusion in a proxy statement or
for submission to shareholders for a subsequent shareholders' meeting should
send their written proposals to the Secretary of IDEX Mutual Funds, 570 Carillon
Parkway, St. Petersburg, Florida 33716. Such proposals must be received in a
reasonable time prior to the solicitation.
Annual Reports
IDEX will furnish, without charge, a copy of its most recent annual report to
shareholders upon request. Any such request should be directed to IDEX by
calling (888) 233-4339 or by writing to IDEX at P.O. Box 9015, Clearwater, FL
33758-9015.
Additional Information
The Fund's investment adviser, Idex Management, Inc., its transfer agent, Idex
Investor Services, Inc., and its principal underwriter/distributor,
InterSecurities, Inc., are located at 570 Carillon Parkway, St. Petersburg,
Florida 33716.
Other Business
Management knows of no business to be presented to the Meeting other than the
matters set forth in this Proxy Statement, but should any other matter requiring
a vote of shareholders arise, the proxies will vote thereon according to their
best judgment in the interests of IDEX and its shareholders.
By Order of the Board of Trustees,
John K. Carter, Esq., Secretary
IDEX Mutual Funds
St. Petersburg, Florida
Exhibit A - Proposed Sub-Advisory Agreement
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<PAGE>
EXHIBIT A
IDEX MUTUAL FUNDS
ON BEHALF OF IDEX NWQ VALUE EQUITY
SUB-ADVISORY AGREEMENT
This Agreement is entered into as of _____________, between IDEX MANAGEMENT,
INC., a Delaware corporation (referred to herein as "IMI"), and NWQ Investment
Management Company, Inc., a Massachusetts corporation (referred to herein as
"NWQ").
WHEREAS, IMI entered into a Management and Investment Advisory Agreement
(referred to herein as the "Advisory Agreement"), dated ____________, with IDEX
Mutual Funds, a Massachusetts business trust (referred to herein as "IDEX") on
behalf of IDEX NWQ Value Equity fund (the "Fund"), under which IMI has agreed,
among other things, to act as investment adviser to IDEX;
WHEREAS, the Advisory Agreement provides that IMI may engage NWQ to furnish
investment information and advice to assist IMI in carrying out its
responsibilities under the Advisory Agreement as investment adviser to the Fund;
and
WHEREAS, it is the purpose of this Agreement to express the mutual agreements of
the parties hereto with respect to the services to be provided by NWQ to IMI and
the terms and conditions under which such services will be rendered.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:
1. Services of NWQ. NWQ shall act as investment counsel to IMI. In this
capacity, NWQ shall have the following responsibilities:
(a) to furnish continuous investment information, advice and recommendations to
IMI as to the acquisition, holding or disposition of any or all of the
securities or other assets which the Fund may own or contemplate acquiring from
time to time;
(b) to cause its officers to attend meetings of IMI or IDEX and furnish oral or
written reports, as IMI may reasonably require, in order to keep IMI and its
officers and the Trustees of IDEX and appropriate officers of IDEX fully
informed as to the condition of the investment portfolio of the Fund, the
investment recommendations of NWQ, and the investment considerations which have
given rise to those recommendations;
(c) to furnish such statistical and analytical information and reports as may
reasonably be required by IMI from time to time; and
(d) to supervise the purchase and sale of securities as directed by the
appropriate officers of IDEX or of IMI.
2. Obligations of IMI. IMI shall have the following obligations under this
Agreement:
(a) to keep NWQ continuously and fully informed as to the composition of the
Fund's investment portfolio and the nature of the Fund's assets and liabilities
from time to time;
(b) to furnish NWQ with a certified copy of any financial statement or report
prepared for the Fund by certified or independent public accountants, and with
copies of any financial statements or reports made by IDEX to its shareholders
or to any governmental body or securities exchange;
-8-
<PAGE>
(c) to furnish NWQ with copies of the IDEX's Declaration of Trust, By-laws, and
current registration statement and any amendments thereto applicable to the
Fund, together with any further materials or information which NWQ may
reasonably request to enable it to perform its functions under this Agreement;
and
(d) to compensate NWQ for its services under this Agreement by the payment of
fees equal to (i) 50% of the fees received by IMI pursuant to Section 6 of the
Advisory Agreement for services rendered by IMI to the Fund during the term of
this Agreement, less (ii) 50% of any amount reimbursed to the Fund by IMI
pursuant to the provisions of Section 8 of the Advisory Agreement. In the event
that this Agreement shall be effective for only part of a period to which any
such fee received by IMI is attributable, then an appropriate proration of the
fee that would have been payable hereunder if this Agreement had remained in
effect until the end of such period shall be made, based on the number of
calendar days in such period and the number of calendar days during the period
in which this Agreement was in effect. The fees payable to NWQ hereunder shall
be payable upon receipt by IMI from the Fund of fees payable to IMI under
Section 5 of the Advisory Agreement.
3. Treatment of Investment Advice. IMI shall treat the investment information,
advice and recommendations of NWQ as being advisory only, and shall determine
the extent to which such advice and recommendations shall be passed on to the
Fund or incorporated in investment advice by IMI to the Fund. IMI may direct NWQ
to furnish its investment information, advice and recommendations directly to
officers or Trustees of IDEX.
4. Purchases by Affiliates. Neither NWQ nor any of its officers or Directors
shall take a long or short position in the securities issued by IDEX. This
prohibition, however, shall not prevent the purchase from IDEX of shares issued
by IDEX by the officers and Directors of NWQ (or deferred benefit plans
established for their benefit) at the current price available to the public, or
at such price with reductions in sales charge as may be permitted in IDEX's
current prospectus in accordance with Section 22(d) of the Investment Company
Act of 1940.
5. Liability of NWQ. NWQ may rely on information reasonably believed by it to be
accurate and reliable. Except as may otherwise be provided by the Investment
Company Act of 1940, neither NWQ nor its officers, directors, employees or
agents shall be subject to any liability to IDEX or any shareholders of IDEX for
any error of judgment, mistake of law or any loss arising out of any investment
or other act or omission in the course of, connected with or arising out of any
service to be rendered hereunder, except by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under this Agreement.
6. Compliance With Laws. NWQ represents that it is, and will continue to be
throughout the term of this Agreement, an investment adviser registered under
all applicable federal and state laws. In all matters relating to the
performance of this Agreement, NWQ will act in conformity with IDEX's
Declaration of Trust, Bylaws, and current registration statement applicable to
the Fund and with the instructions and direction of IMI and IDEX's Trustees, and
will conform to and comply with the Investment Company Act of 1940, as amended
(the "1940 Act") and all other applicable federal or state laws and regulations.
7. Termination. This Agreement shall terminate automatically upon the
termination of the Advisory Agreement. This Agreement may be terminated at any
time, without penalty, by IMI or by IDEX by giving 60 days' written notice of
such termination to NWQ at its principal place of business, provided that such
termination is approved by the Board of Trustees of IDEX or by vote of a
majority of the outstanding voting securities (as that phrase is defined in
Section 2(a)(42) of the 1940 Act) of IDEX. This Agreement may be terminated at
any time by NWQ by giving 60 days' written notice of such termination to IDEX
and IMI at their respective principal places of business.
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<PAGE>
8. Assignment. This Agreement shall terminate automatically in the event of any
assignment (as that term is defined in Section 2(a)(4) and the rules thereunder
of the 1940 Act) of this Agreement.
9. Term. This Agreement shall continue in effect, unless sooner terminated in
accordance with its terms, for an initial term ending April 30, 2002, and shall
continue in effect from year to year thereafter only so long as such continuance
is specifically approved at least annually by the vote of a majority of the
Trustees of IDEX who are not parties hereto or interested persons (as the term
is defined in Section 2(a)(19) of the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on the approval of the
terms of such renewal, and by either the Trustees of IDEX or the affirmative
vote of a majority of the outstanding voting securities of IDEX (as that phrase
is defined in Section 2(a)(42) of the 1940 Act).
10. Amendments. This Agreement may be amended only with the approval by the
affirmative vote of a majority of the outstanding voting securities of the Fund
(as that phrase is defined in Section 2(a)(42) of the 1940 Act) and the approval
by the vote of a majority of the Trustees of IDEX who are not parties hereto or
interested persons (as that term is defined in Section 2(a)(19) of the 1940 Act)
of any such party, cast in person at a meeting called for the purpose of voting
on the approval of such amendment, unless otherwise permitted in accordance with
the 1940 Act.
11. Prior Agreements. This Agreement supersedes all prior agreements between the
parties relating to the subject matter hereof, and all such prior agreements are
deemed terminated upon the effectiveness of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
ATTEST: NWQ INVESTMENT MANAGEMENT
COMPANY, INC.
________________________________ BY:___________________________
Title:
ATTEST: IDEX MANAGEMENT, INC.
________________________________ BY:___________________________
Title:
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<PAGE>
FORM OF PROXY CARD
IDEX MUTUAL FUNDS
570 Carillon Parkway
St. Petersburg, Florida 33716
The undersigned hereby appoints Thomas R. Moriarty and John K. Carter,
or any of them, as proxies each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated below, all shares
of the IDEX NWQ Value Equity fund (the "fund") of IDEX Mutual Funds ("IDEX"),
that the undersigned is entitled to vote at the Special Meeting of Shareholders
to be held Friday, December 15, 2000 at 10:30 a.m. Eastern Standard Time, at 570
Carillon Parkway, St. Petersburg, Florida 33716, and at any and all adjournments
thereof, with respect to the matters set forth below and described in the Notice
of Meeting and Proxy Statement dated September 25, 2000, receipt of which is
hereby acknowledged:
(1) To approve a Proposed Sub-Advisory Agreement between Idex
Management, Inc. and NWQ Investment Management Company, Inc.
with respect to the IDEX NWQ Value Equity fund.
____ For _____ Against _____ Abstain
(2) In the discretion of IDEX, transact such other business as
may properly come before the meeting or any adjournments thereof.
____ For _____ Against _____ Abstain
THIS PROXY IS SUBMITTED ON BEHALF OF
THE BOARD OF TRUSTEES OF IDEX MUTUAL FUNDS
I hereby revoke any and all proxies with respect to such shares, if
any, previously given by me. I acknowledge receipt of the Proxy Statement dated
September 25, 2000. This instruction will be voted as specified. If no
specification is made, this instruction will be voted "FOR" each proposal.
___________________________ _____________
Authorized signature Date
