IDEX SERIES FUND
485APOS, 2000-12-15
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As filed with the SEC on December 15, 2000


                       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.           41
                                    --------

                                     and/or

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

Amendment No.                          43
                                    --------

                        (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 K. CARTER, ESQ. 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:

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

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

[X] On March 1, 2001 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>

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any State.


PRELIMINARY PROSPECTUS DATED            , 2001
SUBJECT TO COMPLETION

IDEX AMERICAN CENTURY INCOME & GROWTH
IDEX AMERICAN CENTURY INTERNATIONAL
IDEX ISABELLE SMALL CAP VALUE

                                                                          , 2001


                                                           The Securities and
                                                          Exchange Commission
                                                       (SEC) has not approved or
                                                           disapproved these
                                                       securities or determined
                                                         if this prospectus is
                                                       truthful or complete. Any
                                                         representation to the
                                                         contrary is a criminal
                                                                offense.


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

                                                                NOT FDIC
                                                                 INSURED
                                                       -------------------------
                                                             MAY LOSE VALUE
                                                       -------------------------
                                                           NO BANK GUARANTEE
                                                       -------------------------


                                                        [IDEX MUTUAL FUNDS LOGO]


<PAGE>

 IDEX MUTUAL FUNDS
--------------------------------------------------------------------------------


TABLE OF CONTENTS

ALL ABOUT THE IDEX FUNDS

  IDEX American Century
   Income & Growth ......................................................      2

  IDEX American Century International ...................................      4

  IDEX Isabelle Small Cap Value .........................................      6

EXPLANATION OF STRATEGIES
AND RISKS ...............................................................      8

HOW THE IDEX FUNDS ARE
MANAGED AND ORGANIZED ...................................................     12

SHAREHOLDER INFORMATION .................................................     14

[ ] Opening an Account ..................................................     14

[ ] Share Transactions ..................................................     14

[ ] How to Sell Shares ..................................................     14

[ ] How to Exchange Shares ..............................................     14

[ ] Other Account Information ...........................................     15

[ ] Distribution and Taxes ..............................................     16

PERFORMANCE INFORMATION .................................................     23

[ ] Performance .........................................................     23

[ ] Yield ...............................................................     23

[ ] Total Return ........................................................     23

[ ] Similar Sub-Adviser Performance .....................................     24

DISTRIBUTION ARRANGEMENTS ...............................................     25

FINANCIAL HIGHLIGHTS ....................................................     25

APPENDIX A ..............................................................    A-1



IDEX Mutual Funds ("Fund") consists of individual funds. Each fund invests in a
range of securities, such as stocks and/or bonds. Please read this prospectus
because it has been written to provide information and assist you in making an
informed decision. 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 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 goal 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.

/question mark/ The question mark provides additional information about the Fund
                or may direct you to sources for 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.
<PAGE>

--------------------------------------------------------------------------------
IDEX AMERICAN CENTURY INCOME & GROWTH
--------------------------------------------------------------------------------

/target/ OBJECTIVE


The objective of IDEX American Century Income & Growth is to seek dividend
growth, current income and capital appreciation by investing in common stock.


/chess piece/ PRINCIPAL STRATEGIES AND POLICIES

The fund's sub-adviser, American Century Investment Management, Inc. ("American
Century"), seeks to achieve this objective by investing principally in:

[ ] COMMON STOCKS

The fund's investment strategy utilizes quantitative management techniques in a
two-step process that draws heavily on computer technology. In the first step,
the fund manager ranks stocks, primarily the 1,500 largest publicly traded
companies in the United States (measured by the value of their stock), from
most attractive to least attractive. This is determined by using a computer
model that combines measures of a stock's value, as well as measures of its
growth potential. To measure value, the manager uses ratios of stock
price-to-book value and stock price-to-cash flow, among others. To measure
growth, the manager uses, among others, the rate of growth of company's
earnings and changes in its earnings estimates.

In the second step, the manager uses a technique called portfolio optimization.
In portfolio optimization, the manager uses a computer to build a portfolio of
stocks for the ranking described earlier that it believes will provide the
optimal balance between risk and expected return. The goal is to create a fund
that provides better returns than the S&P 500, without taking on significant
additional risk.

The fund manager does not attempt to time the market. Instead, under normal
market conditions, it intends to keep the fund essentially fully invested in
stocks regardless of the movement of stock prices generally. When the manager
believes it is prudent, the fund may invest a portion of its assets in
convertible debt securities, foreign securities, short-term securities,
non-leveraged stock index futures contracts and other similar securities.

Stock index futures contracts, a type of derivative security, can help the
fund's cash assets remain liquid while performing more like stocks. The fund
has a policy governing stock index futures and similar derivative securities to
help manage the risk of these type of instruments. For example, the manager
cannot leverage the fund's assets by investing in a derivative security. A
complete description of the derivatives policy is included in the SAI.


/warning sign/ PRINCIPAL RISKS

The fund is subject to the following principal investment risks:

[ ] 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.

[ ] FOREIGN STOCKS

Investments in foreign securities (including American Depositary Receipts
(ADRs), Global Depositary Receipts (GDRs) and European Depositary Receipts
(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:

 [ ] 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 prices
 [ ] Delays in settling foreign securities transactions
 [ ] Higher costs for holding shares (custodial fees)
 [ ] Higher transaction costs
 [ ] Vulnerability to seizure and taxes
 [ ] Political instability and small markets
 [ ] Different market trading days
 [ ] Forward foreign currency contracts for hedging


[ ] QUANTITATIVE MODELS

A quantitative model that is developed to select stocks may not be effective.
As a result, overall returns of the fund may be lower than if other methods
were used to select the stock held by the fund.


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

    WHAT IS A QUANTITATIVE MODEL?

    A quantitative model is fashioned by a fund's sub-adviser to assist the
    sub-adviser in evaluating a potential security. The sub-adviser creates a
    model that is designed using characteristics that the sub-adviser deems
    advantageous in a security. The sub-adviser then compares a potential
    security's characteristics against those of the model, and makes a
    determination of whether or not to purchase the security based on the
    results of that comparison.

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




                                       2
<PAGE>

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 8.

For information regarding a similar sub-adviser fund, please see page 24.

[ ] INVESTOR PROFILE

The fund may be appropriate for the investor who is seeking long-term capital
growth from his or her investment, is comfortable with the fund's short-term
price volatility and the risks associated with the fund's investment strategy
or is investing through an IRA or other tax-advantaged retirement plans.


/graph/ PAST PERFORMANCE



Because the fund will commence operations in March 2001, no historical
performance information is presented here. Performance information will be
presented for the fund after it has been in operation for one complete calendar
year.


/dollar sign/ FEES AND EXPENSES


This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
================================================================================
SHAREHOLDER FEES (fees paid directly from your investment)

                                              CLASS OF SHARES
                                        A          B         C            M
--------------------------------------------------------------------------------
Maximum sales charge (load)
imposed 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)
================================================================================

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
% of average daily net assets

                                       Class of Shares
                                A         B         C         M
--------------------------------------------------------------------------------
  Management fees                        0.90%      0.90%      0.90%      0.90%

  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                     3.95%      4.70%      4.70%      4.60%

  Expense reduction (d)                  2.30%      2.30%      2.30%      2.30%
                                      ------------------------------------------
  Net operating expenses                 1.65%      2.40%      2.40%      2.30%
--------------------------------------------------------------------------------

(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 will commence operations in March 2001, the "Other
    expenses" are estimates.
(d) Contractual arrangement with Idex Management, Inc. through 4/30/2002, for
    expenses that exceed 1.30%, excluding 12b-1 fees.

A $10 semi-annual fee is imposed on accounts open for over 2 years that are
below a minimum balance due to redemptions. See page 15.
================================================================================

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 would 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
   B
   C
   M
--------------------------------------------------------------------------------

If the shares are not redeemed:

SHARE CLASS                                           1 YEAR      3 YEARS
--------------------------------------------------------------------------------
   A
   B
   C
   M
--------------------------------------------------------------------------------


                                       3
<PAGE>

--------------------------------------------------------------------------------
IDEX AMERICAN CENTURY INTERNATIONAL
--------------------------------------------------------------------------------

/target/ OBJECTIVE


The objective of IDEX American Century International is to seek capital growth.

/chess piece/ PRINCIPAL STRATEGIES AND POLICIES

The fund's sub-adviser, American Century Investment Management, Inc. ("American
Century"), seeks to achieve this objective by investing principally in:

[ ] STOCKS OF GROWING FOREIGN COMPANIES

The fund manager uses a growth investment strategy developed by American
Century to invest in stocks of companies that it believes will increase in
value over time. This strategy looks for companies with earnings and revenue
growth potential. Ideally, the fund manager looks for companies whose earnings
and revenues are not only growing, but growing at a successfully faster, or
accelerating, pace. This strategy is based on the premise that, over the long
term, the stocks of companies with earnings and revenue growth have a
greater-than-average chance to increase in value.

The manager uses a bottom-up approach to select stocks to buy for the fund. The
manager tracks financial information for thousands of companies to identify
trends in the companies' earnings and revenues. This information is used to
help the fund manager to select or decide to continue to hold the stocks of
companies it believes will be able to sustain their growth, and to sell stocks
of companies whose growth begins to slow down.

In addition to locating strong companies with earnings and revenue growth, the
fund manager believes that it is important to diversify the fund's holdings
across different countries and geographical regions in an effort to manage the
risks of an international portfolio. For this reason, the fund manager also
considers the prospects for relative economic growth among countries or
regions, economic and political conditions, expected inflation rates, currency
exchange fluctuations and tax considerations when making investments.

The fund manager does not attempt to time the market. Instead, under normal
market conditions, the manager intends to keep the fund essentially fully
invested in stocks regardless of the movement of stock prices generally. When
the manager believes it is prudent, the fund may invest a portion of its assets
in convertible securities, short-term securities, non-leveraged stock index
futures contracts and other similar securities.

Stock index futures contracts, a type of derivative security, can help the
fund's cash assets remain liquid by performing more like stocks. The fund has a
policy governing stock index futures and similar derivative securities to help
manage the risk of these type of investments. For example, the manager cannot
leverage the fund's assets by investing in a derivative security. A complete
description of the derivatives policy is included in the SAI.


/warning sign/ PRINCIPAL RISKS


The fund is subject to the following principal investment risks:


[ ] 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.

[ ] FOREIGN SECURITIES

Investments in foreign securities (including American Depositary Receipts
(ADRs), Global Depositary Receipts (GDRs) and European Depositary Receipts
(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:

 [ ] 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 prices
 [ ] Delays in settling foreign securities transactions
 [ ] Higher costs for holding shares (custodial fees)
 [ ] Higher transaction costs
 [ ] Vulnerability to seizure and taxes
 [ ] Political instability and small markets
 [ ] Different market trading days
 [ ] Forward foreign currency contracts for hedging

[ ] CURRENCY RISK

Because the fund's foreign investments are generally held in foreign
currencies, the fund is subject to currency risk, meaning the fund could
experience gains or losses solely on changes in the exchange rate between
foreign currencies and the U.S. dollar.

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 8.

For more information regarding a similar sub-adviser fund, please see page 24.

[ ] INVESTOR PROFILE

This fund may be appropriate for the investor who is seeking long-term capital
growth, diversification of his or her investment portfolio through investment
in foreign securities and is comfortable with the risks associated with
investing in U.S. and foreign growth securities and short-term price
volatility. It may also be appropriate when investing through an IRA or other
tax-advantaged retirement plan.


                                       4
<PAGE>

/graph/ PAST PERFORMANCE



Because the fund will commence operations in March 2001, no historical
performance information is presented here. Performance information will be
presented for the fund after it has been in operation for one complete calendar
year.


/dollar sign/ FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
================================================================================
SHAREHOLDER FEES (fees paid directly from your investment)

                                              Class of Shares
                                         A          B         C          M
--------------------------------------------------------------------------------
Maximum sales charge (load)
imposed 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)
================================================================================
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
% OF AVERAGE DAILY NET ASSETS
                                                      CLASS OF SHARES
                                            A          B          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 (c)                      2.70%      2.70%      2.70%      2.70%
                                       -----------------------------------------
  Total annual fund
  operating expenses                      4.05%      4.70%      4.70%      4.60%

  Expense reduction (d)                   2.30%      2.30%      2.30%      2.30%
                                       -----------------------------------------
  Net operating expenses                  1.75%      2.40%      2.40%      2.30%
--------------------------------------------------------------------------------

(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 will commence operations in March 2001, the "Other
    expenses" are estimates.
(d) Contractual arrangement with Idex Management, Inc. through 4/30/02, for
    expenses that exceed 1.40%, excluding 12b-1 fees.

A $10 semi-annual fee is imposed on accounts open for over 2 years that are
below a minimum balance due to redemptions. See page 15.

================================================================================
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 would 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                                                    $718       $1,516
   B                                                    $743       $1,510
   C                                                    $243       $1,210
   M                                                    $430       $1,270
--------------------------------------------------------------------------------

If the shares are not redeemed:

Share Class                                           1 year       3 years
--------------------------------------------------------------------------------
   A                                                    $718       $1,516
   B                                                    $243       $1,210
   C                                                    $243       $1,210
   M                                                    $331       $1,270
--------------------------------------------------------------------------------


                                       5
<PAGE>

--------------------------------------------------------------------------------
IDEX ISABELLE SMALL CAP VALUE
--------------------------------------------------------------------------------

/target/ OBJECTIVE


The objective of IDEX Isabelle Small Cap Value seeks capital appreciation by
investing its assets primarily in relatively undervalued common stocks of
domestic small companies.

/chess piece/ PRINCIPAL STRATEGIES AND POLICIES

The fund's sub-adviser, Ironwood Capital Management, LLC ("Ironwood"), seeks to
achieve this objective by investing principally in:

[ ] Stocks of small cap companies

The fund manager seeks to combine the risk-averse nature of value investing
with the superior long-term capital appreciation potential of small company
stocks. The fund invests at least 80% of its assets in companies that have
market capitalizations of less than $1 billion at the time of purchase. Market
capitalization is the stock price multiplied by the total number of shares
outstanding.

It is the manager's intention to be fully invested in small cap securities at
all times.

Using a bottom-up approach with fundamental analysis, Ironwood analyzes a
company's recent valuation, price/
earnings ratio and tangible assets, such as cash, real estate and equipment, to
determine whether it presents the best value in terms of current price, cash
flow, and current and forcasted earnings.

Ironwood believes that this approach helps to identify companies whose market
value is substantially below true economic value. These companies are often
neglected, overlooked or out-of-favor in the market. As a result, their current
stock prices may not reflect the companies' long-term economic value.
Frequently, these companies exhibit one or more of the following traits:

 [ ]  a company in transition, or in the process of being turned around
 [ ]  emerging, the company has a new product or innovation to offer the
      marketplace
 [ ]  positioned to benefit from internal changes, such as a shift in
      management, or external catalysts, such as a cyclical turnaround of a
      depressed business or industry.

In selecting these securities, an in-depth research and analysis of each
company is conducted. Ironwood looks at: potential cash flow; quality and
commitment of management; overall financial strength; and existing assets.
Ironwood often conducts in-person visits or discussions with management as
well.

Ironwood may sell a security when it achieves the clearly defined target price.
A security may also be sold if any of the following occur: a disruptive change
in management; the company is unable to operate under its financial burdens;
the cycle fails to materialize; a company's product or technology cannot be
commercialized; or the investment time horizon of 2 to 3 years is exceeded.

From time to time to supplement or enhance the fund's principal investment
strategies in an effort to achieve the fund's investment objectives, the fund
manager may invest to a lesser extent in convertible and debt securities,
foreign securities, rights and warrants, illiquid and restricted securities,
below investment-grade debt securities, commonly referred to as "junk bonds,"
repurchase agreements, when issued and delayed delivery securities, hedging
transactions, short sales "against the box," lending portfolio securities,
borrowing money or other securities and investment strategies in pursuit of the
fund's investment objective, which are explained beginning on page 8 and in the
SAI.

/warning sign/ PRINCIPAL RISKS

The fund is subject to the following principal investment risks:


[ ] 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.


[ ] MANAGEMENT RISK

Your investment in the fund varies with the success and failure of Ironwood's
value-oriented investment strategies and Ironwood's research, analysis and
determination of portfolio securities. If Ironwood's investment strategies do
not produce the expected results, your investment could be diminished or even
lost.

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 8.

For information regarding a similar sub-adviser fund, please see page 24.

[ ] INVESTOR PROFILE

The fund may be appropriate for long-term investors who are able to tolerate
that exists with investing in small company stocks.



                                       6
<PAGE>

/graph/ PAST PERFORMANCE

Because the fund will commence operations in March 2001, no historical
performance information is presented here. Performance information will be
presented for the fund after it has been in operation for one complete calendar
year.

/dollar sign/ FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
================================================================================
SHAREHOLDER FEES (fees paid directly from your investment)

                                                    CLASS OF SHARES
                                         A           B          C         M
--------------------------------------------------------------------------------
Maximum sales charge (load)
imposed 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)
================================================================================
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
% OF AVERAGE DAILY NET ASSETS

                                                  CLASS OF SHARES
                                          A         B         C         M
--------------------------------------------------------------------------------
 Management fees                        0.90%     0.90%     0.90%     0.90%

 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                     3.95%     4.70%     4.70%     4.60%

 Expense reduction (d)                  2.30%     2.30%     2.30%     2.30%
                                     -------------------------------------------

 Net operating expenses                 1.65%     2.40%     2.40%     2.30%
--------------------------------------------------------------------------------

(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 will commence operations in March 2001, the "Other
    expenses" are estimates.
(d) Contractual arrangement with Idex Management, Inc. through 4/30/02, for
    expenses that exceed 1.40%, excluding 12b-1 fees.
A $10 semi-annual fee is imposed on accounts open for over 2 years that are
below a minimum balance due to redemptions. See page   .
================================================================================

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 would 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
   B
   C
   M
--------------------------------------------------------------------------------


If the shares are not redeemed:


Share Class                                               1 year     3 years
--------------------------------------------------------------------------------
   A
   B
   C
   M
--------------------------------------------------------------------------------



                                       7
<PAGE>

--------------------------------------------------------------------------------
EXPLANATION OF STRATEGIES AND RISKS
--------------------------------------------------------------------------------

HOW TO USE THIS SECTION

In the discussions of the individual funds on pages 2 through 7, you found
descriptions of the principal strategies and risks associated with each fund.
In those pages, you were referred to this section for a more complete
description of the risks of both principal and non-principal investments. 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. 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
issuers 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
diversified fund.

The funds 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):

[ ]  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.
[ ]  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.

  /chess piece/  CONCENTRATION. Unless otherwise stated in a fund's objective or
                 its principal strategies and policies, as a fundamental policy
  governing concentration, no fund will invest more than 25% of its total assets
  in any one particular industry, other than U.S. government securities. Unless
  otherwise stated in a fund's objective or its principal strategies and
  policies, as an operating policy, no fund will invest 25% of its total assets
  in any one particular industry, other than U.S. government securities.

  /warning sign/  INVESTING IN COMMON STOCKS. Many factors cause common stocks
                  to go up and down in price. A major factor 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 is 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 inversely to interest rates 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. Price
  changes may be temporary and for extended periods.

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

[ ]  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.

[ ]  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.

[ ]  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.

[ ]  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.


                                       8
<PAGE>

[ ]  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, subject to greater price volatility and are less liquid.

[ ]  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.

[ ]  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).

Please see Appendix A for a description of bond ratings.

  /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:

[ ]  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.

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

[ ]  CURRENCY TRADING COSTS. Some funds also invest in American Depository
     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.

[ ]  EURO CONVERSION. On January 1, 1999, certain participating countries in the
     European Economic Monetary Union (EU) adopted the "Euro" as their official
     currency. Other EU member countries may convert to the Euro at a later
     date. Since January 1, 1999, governments in participating countries have
     been issuing debt and redenominating 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.

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

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

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

[ ]  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.

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

[ ]  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.

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

[ ]  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.

[ ]  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.

[ ]  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.

[ ]  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. Shifting a
     fund's currency exposure from one currency to another removes the fund's
     opportunity to profit from the original currency and involves a risk of
     increased losses for the fund if the sub-adviser's projection of future
     exchange rates is inaccurate.


                                       9
<PAGE>

--------------------------------------------------------------------------------
EXPLANATION OF STRATEGIES AND RISKS (CONTINUED)
--------------------------------------------------------------------------------

[ ]  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:

[ ]  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.

[ ]  Prices may not match. Movements in the price of the financial contracts may
     be used to offset movements in the price of other securities included in
     the fund's portfolio. If those prices don't correlate or match closely
     (i.e., imperfect correlation), the benefits of the transaction might be
     diminished and the fund may lose money which may result in substantial
     losses.

[ ]  Illiquid markets. If there is no market for the contracts, the fund may not
     be able to control losses.

[ ]  Tax consequences. A fund may have to delay closing out certain derivative
     positions to avoid adverse tax consequences.

  /warning sign/  INVESTING IN STOCK INDEX FUTURES. Futures involve additional
                  investment risks and transactional costs, and draw upon skills
  and experience which are different thanthose needed to pick other securities.
  Special risks include:

[ ] inaccurate market predictions

[ ] imperfect correlation

[ ] illiquidity

[ ] tax consequences

[ ] potential unlimited loss

[ ] volatile net asset value due to substantial fluctuations in the value of
    these futures

  /warning sign/  INVESTING IN FORWARD FOREIGN CURRENCY CONTRACTS. 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.

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
the fund's securities decline.


Such hedging transactions preclude the opportunity for a 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. If a fund's manager makes the
incorrect prediction, the opportunity for loss can be magnified.

  /warning sign/  CREDIT ENHANCEMENT. Credit enhancement consists of an
                  arrangement in which a company agrees to pay amounts due on a
  fixed income security if the issuer defaults. In some cases the company
  providing credit enhancement makes all payments directly to the security
  holders and receives reimbursement from the issuer. Normally, the credit
  enhancer has greater financial resources and liquidity than the issuer. For
  this reason, the Sub-Adviser usually evaluates the credit risk of a fixed
  income security based solely upon its credit enhancement.


  /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:

[ ] a new product or process

[ ] a management change

[ ] a technological breakthrough

[ ] an extraordinary corporate event

[ ] 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.


                                       10
<PAGE>

Short-term trading may also result in short-term capital gains, which are taxed
as ordinary income to shareholders.


  /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.

  /warning sign/  GROWTH INVESTING. Securities with different characteristics
                  tend to shift in and out of favor depending upon market and
  economic conditions as well as investor sentiment. A fund may underperform
  other funds that employ a different style. Growth stocks may be more volatile
  than other stocks because they are more sensitive to investor perceptions of
  the issuing company's growth potential. Growth-oriented funds typically will
  underperform when value investing is in favor.

  /warning sign/  VARIOUS INVESTMENT TECHNIQUES. 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.


                                       11
<PAGE>

--------------------------------------------------------------------------------
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. IMI has been serving
as an investment adviser since 1985.

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 monitors 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
-----------                             ---------
American Century                        IDEX American Century Income & Growth
                                        IDEX American Century International

Ironwood                                IDEX Isabelle Small Cap Value

--------------------------------------------------------------------------------
ADVISORY FEE SCHEDULE--ANNUAL RATES
--------------------------------------------------------------------------------


IDEX American Century Income    0.90% of the first $100 million of the fund's
& Growth                        average daily net assets; 0.85% of the next $150
                                million; and 0.80% of assets in excess of $250
                                million
--------------------------------------------------------------------------------
IDEX American Century           1.00% of the first $50 million of the fund's
International                   average daily net assets; 0.95% of the next $100
                                million; 0.90% of the next $350 million; and
                                0.85% of assets in excess of $500 million.
--------------------------------------------------------------------------------
IDEX Isabelle Small Cap Value   0.90% of the first $200 million of the fund's
                                average daily net assets; 0.85% of assets in
                                excess of $200 million.
--------------------------------------------------------------------------------

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 AMERICAN CENTURY INCOME & Growth

American Century uses a team of fund managers, assistant fund managers and
analysts to manage this fund. The team meets regularly to review portfolio
holdings and discuss purchase and sale activity. Team members buy and sell
securities for the fund as they see fit, guided by the fund's investment
objective and strategy.

The fund managers on the investment team are:

JOHN SCHNIEDWIND, CFA, Senior Vice President, Senior Portfolio Manager and
Group Leader-Quantitative Equity, has been a member of the team since the
fund's inception. He joined American Century in 1982 and also supervises other
portfolio management teams.

JEFFREY R. TYLER, CFA, Senior Vice President and Senior Portfolio Manager, has
been a member of the team since inception. He joined American Century as a
portfolio manager in January 1988.

KURT BORGWARDT, CFA, Senior Portfolio Manager and Director of Quantitative
Equity Research, joined American Century in August 1990, and has managed the
quantitative equity research effort since then. He has been a member of the
team since inception.

WILLIAM MARTIN, CFA, Vice President and Senior Portfolio Manager, has been a
member of the team since inception. He joined American Century in 1989.

WILHELMINE VON TURK, CFA, has been a member of the team since inception. She
joined American Century in 1995.

IDEX AMERICAN CENTURY INTERNATIONAL

American Century uses a team of fund managers, assistant fund managers and
analysts to manage this fund. The team meets regularly to review portfolio
holdings and discuss purchase and sale activity. Team members buy and sell
securities for the fund as they see fit, guided by the fund's investment
objective and strategy.

The fund managers on the investment team are:

HENRIK STRABO, Chief Investment Officer-International Equities, has been a
member of the team since the fund's inception. He joined American Century in
1993 and serves as a member of other management teams for various American
Century funds.

MARK S. KOPINSKI, Senior Vice President and Senior Portfolio Manager, has been
a member of the team since the fund's inception. Mr. Kopinski joined American
Century in April 1997 and serves as a member of other management teams for
various American Century funds. Prior to rejoining American Century in 1997,
Mr. Kopinski served as Vice President and Portfolio



                                       12
<PAGE>


Manager at Federated Investors, Inc. From 1990-1995, he serves as Vice
President and a member of the management team for American Century
International Growth and International Discovery.

IDEX ISABELLE SMALL CAP VALUE

WARREN J. ISABELLE, President of Ironwood, has managed the fund since its
inception. Until January 1997, Mr. Isabelle was Senior Vice President and head
of Domestic Equity Management for Pioneer Capital Growth Fund (from July 1990
through January 1997) and Pioneer Small Company Fund (from November 1995 through
January 1997). From February 1997, Mr. Isabelle was Senior Vice President and
Chief Investment Officer of Equities at Keystone Investment Management Company.



                                       13
<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.

NEW ACCOUNT APPLICATION

Fill out the New Account Application form when the funds are available for
order. 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. 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.

/question mark/ SHARE TRANSACTIONS

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.

/question mark/ HOW TO SELL SHARES


Your request to sell your shares and receive payment may be subject to:

[ ]  the privileges or features established on your account such as a systematic
     withdrawal plan (SWP) or telephone transactions

[ ]  the type of account you have, and if there is more than one owner

[ ]  the dollar amount you are requesting; redemptions over $50,000 must be in
     writing and those redemptions greater than $100,000 require a written
     request with a signature guarantee

[ ]  if there have been recent changes made to your account (such as an address
     change) or other circumstances that may require a written request or
     signature guarantees. A signature guarantee assures that a signature is
     genuine so that you are protected from unauthorized account transactions.
     Financial institutions such as banks, savings and loan associations, trust
     companies, credit unions, broker-dealers, and member firms of a national
     securities exchange may guarantee your signature. Notarization is not an
     acceptable substitute.

There are several ways to request redemption of your shares:

[ ]  in writing (by mail or fax)

[ ]  by internet access to your account(s) at www.idexfunds.com

[ ]  by telephone request using our touch-tone automated system, IDEX InTouchSM,
     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. Purchases
may be held at IDEX until your funds have cleared or up to 15 calendar days
before they are eligible for redemption. Certain exceptions may apply.

/question mark/ HOW TO EXCHANGE SHARES


You can exchange $500 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 share exchanges 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.

MONEY MARKET EXCHANGE PRIVILEGE

You can exchange Class A, and C 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


                                       14
<PAGE>

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

[ ]  You may not exchange other classes of shares of the IDEX funds for Class T
     shares of IDEX JCC Growth.

[ ]  The Fund reserves the right to modify or terminate the exchange privilege
     at any time upon written notice.

EXCESSIVE TRADING

The exchange privilege is not intended as a vehicle for short-term or excessive
trading. The Fund does not permit excessive trading/market-timing. Excessive
purchases, redemptions or exchanges of fund shares disrupt portfolio management
and drive fund expenses higher. The Fund may limit or terminate your exchange
privileges or may not accept future investments from you if you engage in
excessive trading. In determining excessive trading, we consider frequent
purchases and redemptions having similar effects as exchanges to be excessive
trading. Four or more exchanges in a quarter (3 months) is considered excessive
trading, though the Fund reserves the right to impose restrictions if there are
less frequent transactions.

/question mark/ OTHER ACCOUNT INFORMATION

MINIMUM PURCHASES

[ ]  $500 for Class A, and B 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


Each fund's price (NAV) is calculated on each day the New York Stock Exchange
(NYSE) is open for business. The NAV of each class is calculated by dividing
its assets less liabilities by the number of its shares outstanding.

The NAV of fund shares is not determined on days the NYSE is closed (generally
New Year's Day, Martin Luther King Day, President's Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving and Christmas). The NAV of each
class is calculated by dividing its assets less liabilities by the number of
its shares outstanding.

If the Fund receives your order by regular closing time of the NYSE (usually 4
p.m. New York time), you will pay or receive that day's NAV plus any applicable
sales charges. If later, it will be priced based on 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.

MINIMUM ACCOUNT BALANCE

Due to the proportionately higher cost of maintaining customer accounts with
balances below the stated minimums for each class of shares, the Fund reserves
the right to close such accounts. However, 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:

[ ]  accounts opened within the preceding 24 months

[ ]  accounts with an active monthly Automatic Investment Plan ($50 minimum per
     account)

[ ]  accounts owned by individuals which, when combined by social security
     number, have a balance of $5,000 or more

--------------------------------------------------------------------------------
  ACCOUNT BALANCE                               FEE ASSESSMENT
--------------------------------------------------------------------------------
   If your balance is                           $10 fee assessed every
   below $500 due to                            6 months, until
   redemptions                                  balance reaches $500

   If your balance is                           Your account will be
   below $250, due to                           charged a fee and be
   redemptions                                  liquidated; any
                                                applicable CDSC will
                                                be deducted, and a
                                                check will be mailed
                                                to the address of
                                                record
--------------------------------------------------------------------------------

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.


                                       15
<PAGE>

--------------------------------------------------------------------------------
SHAREHOLDER INFORMATION (CONTINUED)
--------------------------------------------------------------------------------

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 to a pre-authorized bank account.
No fee is charged.

PROFESSIONAL FEES

Your financial professional may charge a fee for his or her services. This fee
will be in addition to any fees charged by IDEX. Your financial professional
will answer any questions that you may have regarding such fees.

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 most transactions that
affect your account balance or registration. Please review the confirmation
statement carefully and promptly notify IDEX in writing of any error or you
will be deemed to have ratified the transaction as reported to you. 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.

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-IDEX (4339)) 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:

[ ]  no certificates issued for fractional shares

[ ]  no certificates issued for less than 30 shares

[ ]  no certificates issued for retirement plan accounts with State-Street Bank
     & Trust Co. as custodian

[ ]  certificates are issued to the owner of the account on file only

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/ DISTRIBUTIONS 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:

[ ]  qualified retirement accounts

[ ]  tax-exempt investors; or

[ ]  exempt-interest distributions from IDEX Federated Tax Exempt

Fund distributions are taxable to you as ordinary income to the extent they are
attributable to a fund's net investment income, certain net realized foreign


                                       16
<PAGE>

exchange gains, and net short-term capital gains. They are taxable to you as
long-term capital gains (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
a 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.

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 realize
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 realized 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.

UNCASHED CHECKS ISSUED ON YOUR ACCOUNT

If any check we issue related to your account is returned by the Post Office as
undeliverable, or remains outstanding (uncashed) for six months, we reserve the
right to reinvest check proceeds back into your account at the net asset value
next calculated after reinvestment. We will then also change your account
distribution option from cash to reinvest. Interest does not accrue on amounts
represented by uncashed checks.

MINIMUM DIVIDEND CHECK AMOUNTS

To control costs associated with issuing and administering dividend checks, we
reserve the right to not issue checks under a specified amount. For accounts
with the cash by check dividend distribution option, if the dividend payment
total is less than $10, the distribution will be reinvested into the account
and no check will be issued, though the account option for future distributions
will remain unchanged.

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 non-resident
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 Fund. 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.


                                       17
<PAGE>

--------------------------------------------------------------------------------
SHAREHOLDER INFORMATION (CONTINUED)
--------------------------------------------------------------------------------

<TABLE>
<S>                               <C>
         HOW TO BUY SHARES                            TO OPEN A NEW ACCOUNT (FIRST-TIME IDEX INVESTORS)
----------------------------------------------------------------------------------------------------------------------------
 By Mail                          Send your completed application and check payable to:
 [GRAPHIC OMITTED]                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
 [GRAPHIC OMITTED]                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 (if
 [GRAPHIC OMITTED]                any), 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:
 [GRAPHIC OMITTED]                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 Investor Services, Inc.
----------------------------------------------------------------------------------------------------------------------------
 By Automatic Investment Plan     With an Automatic Investment Plan (AIP), a level dollar amount is invested monthly
 [GRAPHIC OMITTED]                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
 [GRAPHIC OMITTED]                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 IDEX InTouchSM system (1-888-233-IDEX
                                  (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
 [GRAPHIC OMITTED]                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
 [GRAPHIC OMITTED]                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.
 [GRAPHIC OMITTED]                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
 [GRAPHIC OMITTED]                make a payment by wire transfer. Ask your bank to send your payment to:
                                     Bank of America, NA, Tampa, FL, ABA# 063100277,
                                     Credit: Idex Investor Services Acct #: 3601194554,
                                     Ref: Shareholder name, IDEX fund and account numbers.
----------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       18
<PAGE>


<TABLE>
<S>                                    <C>
          TO RECEIVE PAYMENT BY                                     HOW TO REQUEST YOUR REDEMPTION
----------------------------------------------------------------------------------------------------------------------------
 Direct Deposit - ACH                  Call IDEX Customer Service (1-888-233-IDEX (4339)) to verify that this feature is in
  (only for accounts that are not      place on your account. Maximum amount per day is the lesser of your balance or
  qualified retirement plans)          $50,000. Request an "ACH redemption" in writing, by phone (automated IDEX
  [GRAPHIC OMITTED]                    InTouchSM system (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 3-5
                                       banking days after your request. The Fund does not charge for this payment option.
                                       Certain IRAs and Qualified Plans may not be eligible for ACH redemptions.
----------------------------------------------------------------------------------------------------------------------------
 Direct Deposit                        Call IDEX Customer Service (1-888-233-IDEX (4339)) to be sure this feature is in
  (electronic funds transfer-federal   place on your account. Maximum amount per day is the lesser of your available
  funds bank wire)                     balance or $50,000 (with a minimum of $1,000). Request an "Expedited Wire
  [GRAPHIC OMITTED]                    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.
 ----------------------------------------------------------------------------------------------------------------------------
Check to the address of record         WRITTEN REQUEST:
  [GRAPHIC OMITTED]                    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 using
                                       the automated IDEX InTouchSM 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.

                                       For your protection, if an address change was made in the last 10 days, 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'
 [GRAPHIC OMITTED]                     signatures guaranteed. Mail to: Idex Investor Services, P.O. Box 9015, Clearwater, FL
                                       33758-9015. Attention: Redemptions.
----------------------------------------------------------------------------------------------------------------------------
 Periodic automatic payment            You can establish a Systematic Withdrawal Plan (SWP) either at the time you open
  (by direct deposit-ACH or check)     your account or at a later date. Call IDEX Customer Service (1-888-233-IDEX (4339))
                                       for assistance. You must have a minimum balance of $10,000 in your account.
----------------------------------------------------------------------------------------------------------------------------
 By Exchange                           You may request an exchange in writing, by phone (automated IDEX InTouchSM
 [GRAPHIC OMITTED]                     system (1-888-233-IDEX (4339)) or person-to-person), or by accessing your account
                                       through the internet.
----------------------------------------------------------------------------------------------------------------------------
 Through an Authorized Dealer          You may redeem your shares through an authorized dealer. (They may impose a service
 [GRAPHIC OMITTED]                     charge.) Contact your Registered Representative or call IDEX Customer Service
                                       (1-888-233-IDEX (4339)) for assistance.
----------------------------------------------------------------------------------------------------------------------------
     NOTE: Purchases must be held at IDEX until the funds have cleared or up to 15 calendar days before they are eligible for
           redemption. Certain exceptions may apply.
</TABLE>


                                       19
<PAGE>

--------------------------------------------------------------------------------
SHAREHOLDER INFORMATION (CONTINUED)
--------------------------------------------------------------------------------

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 6 years) or Class C shares (if you plan to
invest for a period of less than 6 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 1.00% CDSC, unless they were purchased through
a qualified retirement plan.

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.



<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                                                                          CLASS T SHARES
        CLASS A SHARE -             CLASS B SHARES -       CLASS C SHARES -       CLASS M SHARES -        (CLOSED TO NEW
           FRONT LOAD                  BACK LOAD              LEVEL LOAD             LEVEL LOAD             INVESTORS)
---------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                     <C>                    <C>                    <C>
   [ ] Initial sales               [ ] No up-front sales     [ ] No up-front sales    [ ] Initial sales        [ ] Initial sales
       charge of 5.50%                 charge                    charge                   charge of 1.00%          charge of 8.50%
       (see Class A Share                                                                                          or less
       Quantity Discounts Table)   [ ] Deferred sales        [ ] No deferred sales    [ ] 12b-1 distribution
                                       charge of 5.00% or        charge                   and service          [ ] No 12b-1
   [ ] Discounts of sales              less on shares you                                 fees of 0.90% per        distribution and
       charge for larger               sell within 6 years   [ ] 12b-1 distribution       year                     service fees
       investments                     (see deferred sales       and service fees
                                       charge table              of 1.00%             [ ] Deferred sales       [ ] Sales charge
   [ ] 12b-1 distribution              below)                                             charge of 1.00% if       percentage can be
       and service fees                                      [ ] No conversion to         you sell within 18       reduced in the
       of 0.35%                    [ ] 12b-1 distribution        Class A shares;          months of purchase       same four ways as
                                       and service fees          expenses do not                                   Class A Shares
   [ ] Lower annual                    of 1.00%                  decrease             [ ] Automatic                (see Class A
       expenses                                                                           conversion to            Share Quantity
       than Class B, C             [ ] Automatic                                          Class A Shares           Discounts Table)
       or M shares due                 conversion to                                      after 10 years,
       to lower 12b-1                  Class A shares                                     reducing future
       and service fees                after 8 years,                                     annual expenses
                                       reducing future
                                       annual expenses
---------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       20
<PAGE>

CLASS B SHARES -- BACK LOAD

Class B shares are sold in amounts up to $250,000. 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

                                                     AS A % OF DOLLAR AMOUNT
YEAR AFTER PURCHASING                                  (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 12b-1 distribution and service fees
of 0.90% per year. If you redeem within 18 months from the date of purchase,
you will incur a CDSC of 1.00%.

Class M shares purchased on or after November 1, 1999 automatically convert to
Class A shares after 10 years, lowering annual expenses from that time on.

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.

CLASS A SALES CHARGE REDUCTIONS

You can lower the sales charge percentage in four ways:

[ ]  Substantial investments receive lower sales charge rates. Please see the
     SAI for details on these reductions.

[ ]  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.

[ ]  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.

[ ]  By investing as part of a qualified group.

                                       21
<PAGE>

--------------------------------------------------------------------------------
SHAREHOLDER INFORMATION (CONTINUED)
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                       CLASS A SHARE QUANTITY DISCOUNTS

                                            SALES CHARGE     SALES CHARGE
                                               AS % OF         AS % OF
                                              OFFERING          AMOUNT
 AMOUNT OF PURCHASE                             PRICE          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%
--------------------------------------------------------------------------------


WAIVERS OF SALES CHARGES

--------------------------------------------------------------------------------
     WAIVER OF CLASS A SALES CHARGES

     Class A shares may be purchased without a sales charge by:

     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.

  Persons eligible to buy Class A shares at NAV may not impose a sales charge
  when they re-sell those shares.
--------------------------------------------------------------------------------

  WAIVER OF CLASS A, CLASS B, AND CLASS M REDEMPTION CHARGES

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

  You will not be assessed a sales charge for shares if you sell in the
  following situations:

    o Following the death of the shareholder on redemptions from the deceased
      person's account only. If this deceased person's account is re-registered
      to another name, sales charges would continue to apply to this new
      account.
    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). NOTE: The amount redeemed under this waiver does not
      need to be under a systematic withdrawal plan. If it is not under a
      systematic withdrawal plan, it is limited to one redemption per calendar
      year up to 12% of your account balance at the time of redemption.
    o If you redeem your shares and reinvest the proceeds in the same class of
      any fund within 90 days of redeeming, the sales charge on the first
      redemption is waived.
--------------------------------------------------------------------------------


                                       22
<PAGE>

--------------------------------------------------------------------------------
Performance Information
--------------------------------------------------------------------------------

PERFORMANCE

IDEX may include quotations of a fund's total return or yield in
advertisements, sales literature or reports to shareholders or to prospective
investors. Total return and yield quotations for a fund reflect only the
performance of a hypothetical investment in the fund during the particular time
period shown as calculated based on the historical performance of the fund
during that period. SUCH QUOTATIONS DO NOT IN ANY WAY INDICATE OR PROJECT
FUTURE PERFORMANCE.

YIELD

Yield quotations for a fund refer to the income generated by a hypothetical
investment in the fund over a specified thirty-day period expressed as a
percentage rate of return for that period. The yield is calculated by dividing
the net investment income per share for the period by the price per share on
the last day of that period.

TOTAL RETURN

Total return refers to the average annual percentage change in value of an
investment in a fund held for a stated period of time as of a stated ending
date. When a fund has been in operation for the stated period, the total return
for such period will be provided if performance information is quoted. Total
return quotations are expressed as average annual compound rates of return for
each of the periods quoted. They also reflect the deduction of a proportionate
share of a fund's investment advisory fees and direct fund expenses, and assume
that all dividends and capital gains distributions during the period are
reinvested in the fund when made.

SIMILAR SUB-ADVISER PERFORMANCE

A fund may disclose to shareholders or to prospective investors the 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"). A
Similar Sub-Adviser Fund generally means there are no material differences in
objective, policies or strategies.

ALTHOUGH THE SIMILAR SUB-ADVISER FUND HAS SUBSTANTIALLY SIMILAR INVESTMENT
OBJECTIVES, POLICIES, AND STRATEGIES AS THE DESIGNATED FUND YOU SHOULD NOT
ASSUME THAT THE SIMILAR SUB-ADVISER FUND WILL HAVE THE SAME FUTURE PERFORMANCE
AS THE FUND WHOSE TOTAL RETURNS IS SHOWN. The fund's future performance may be
GREATER or LESSER than the historical performance of the Similar Sub-Adviser
Fund. Past performance is not indicative of future performance. THERE CAN BE NO
ASSURANCE, AND NO REPRESENTATION IS MADE, THAT THE INVESTMENT RESULTS OF THE
FUND WILL BE COMPARABLE TO ANY OF THE RESULTS OF THE SIMILAR-SUB ADVISER FUND
OR ANY OTHER FUND MANAGED BY IMI OR ANY OF THE SUBADVISERS.

The table below sets forth IDEX JCC Growth & Income and, for that fund's
respective Similar Sub-Adviser Fund, the Similar Sub-Adviser Fund's inception
date, asset size, and the average total returns for one, five and ten year
periods (or life of the Similar Sub-Adviser Fund, if shorter) ending December
31, 1999. The information included in the table was provided by the respective
sub-adviser listed therein.


The figures included show the actual investment performance of the Similar
Sub-Adviser Fund. Those returns have been recalculated to show you a
hypothetical return for the Similar Sub-Adviser Fund if the fund was subject to
the IDEX expense structure for IDEX Class A shares. You should note that the
performance of the Similar-Adviser Funds does not reflect the historical
performance of any IDEX funds.



                                       23
<PAGE>



<TABLE>
<CAPTION>
                                               SIMILAR SUB-ADVISER FUND
                                          ----------------------------------
                         SIMILAR SUB-          INCEPTION       TOTAL ASSETS
IDEX FUND                ADVISER FUND         DATE & Class      (12/31/99)
-------------------- -------------------- ------------------- --------------
<S>                  <C>                  <C>                 <C>
IDEX American        American Century     December 17, 1990   $    M
Century Income &     Income & Growth(1)     Investor Class
Growth

IDEX American        American Century        May 9, 1991      $    M
Century              International          Investor Class
International

IDEX Isabelle Small  Ironwood Small Cap     March 9, 1998     $    M
Cap Value            Value                 Investment Class

<CAPTION>
                                                                          10 YEAR OR SINCE
                              1 YEAR                   5 YEAR                 INCEPTION
                     ------------------------ ------------------------ -----------------------
                                    IDEX                     IDEX                    IDEX
IDEX FUND             ACTUAL   HYPOTHETICAL*   ACTUAL   HYPOTHETICAL*   ACTUAL   HYPOTHETICAL*
-------------------- -------- --------------- -------- --------------- -------- --------------
<S>                  <C>      <C>             <C>      <C>             <C>      <C>
IDEX American        17.96%           %       28.02%            %      21.43%            %
Century Income &
Growth

IDEX American        64.44%           %       24.56%            %      19.62%            %
Century
International

IDEX Isabelle Small  49.49%           %        N/A%         N/A%        1.81%            %
Cap Value
</TABLE>

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

 * The hypothetical returns are included to show you what your return would
   have been for the Similar Sub-Adviser Fund if the IDEX Class A fee
   structure with a 5.5% front-end sales load was applied to the Similar
   Sub-Adviser Fund.

(1) The IDEX Funds are separate and distinct from the Similar Sub-Adviser Fund.
    They will have different holdings and their performance will vary. The
    above performance for the Similar Sub-Adviser Fund is not the performance
    of the IDEX Fund and should neither be considered indicative of the future
    performance of the IDEX Fund nor a substitute for the performance of the
    IDEX Fund.

                                       24
<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

The Fund has adopted a 12b-1 Plan for each class of shares in each fund in the
series.

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 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.

THE EFFECT OF RULE 12B-1. Because the funds have 12b-1 Plans, even though Class
B and C shares do not 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.

/dollar sign/ FINANCIAL HIGHLIGHTS


Information is not included for IDEX American Century Income & Growth, IDEX
American Century International and IDEX Isabelle Small Cap Value as they have
not commenced operations.



                                       25
<PAGE>

                                 BOND RATINGS

                                  APPENDIX A

  BRIEF EXPLANATION OF RATING CATEGORIES


<TABLE>
<CAPTION>
                                   BOND RATING  EXPLANATION
                                   -----------  -----------
<S>                               <C>           <C>
  Standard & Poor's Corporation   AAA           Highest rating; extremely strong capacity to pay principal and interest.

                                  AA            High quality; very strong capacity to pay principal and interest.

                                  A             Strong capacity to pay principal and interest; somewhat more susceptible
                                                to the adverse effects of changing circumstances and economic conditions.

                                  BBB           Adequate capacity to pay principal and interest; normally exhibit adequate
                                                protection parameters, but adverse economic conditions or changing
                                                circumstances more likely to lead to a weakened capacity to pay principal
                                                and interest than for higher rated bonds.
                                                Predominantly speculative with respect to the issuer's capacity to meet

                                  BB,B, and
                                  CC,CC,C       required interest and principal payments. BB - lowest degree of
                                                speculation; C - the highest degree of speculation. Quality and protective
                                                characteristics outweighed by large uncertainties or major risk exposure to
                                                adverse conditions.

                                  D             In default.
</TABLE>

  PLUS (+) OR MINUS (-) -The ratings from "AA" to "BBB" may be modified by the
  addition of a plus or minus sign to
  show relative standing within the major rating categories.
  UNRATED - Indicates that no public rating has been requested, that there is
  insufficient information on which to base a rating, or that S&P does not
  rate a particular type of obligation as a matter of policy.


<TABLE>
<S>                                 <C>   <C>
  Moody's Investors Service, Inc.   Aaa   Highest quality, smallest degree of investment risk.

                                    Aa    High quality; together with Aaa bonds, they compose the high-grade bond
                                          group.

                                    A     Upper-medium grade obligations; many favorable investment attributes.

                                    Baa   Medium-grade obligations; neither highly protected nor poorly secured.
                                          Interest and principal appear adequate for the present but certain
                                          protective elements may be lacking or may be unreliable over any great
                                          length of time.

                                    Ba    More uncertain, with speculative elements. Protection of interest
                                          and principal payments not well safeguarded during good and bad
                                          times.

                                    B     Lack characteristics of desirable investment; potentially low assurance of
                                          timely interest and principal payments or maintenance of other contract
                                          terms over time.

                                    Caa   Poor standing, may be in default; elements of danger with respect to
                                          principal or interest payments.

                                    Ca    Speculative in a high degree; could be in default or have other marked
                                          short- comings.

                                    C     Lowest-rated; extremely poor prospects of ever attaining investment
                                          standing.
</TABLE>

  UNRATED - Where no rating has been assigned or where a rating has been
  suspended or withdrawn, it may be for reasons unrelated to the quality of
  the issue.
     Should no rating be assigned, the reason may be one of the following:

       1. An application for rating was not received or accepted.

       2. The issue or issuer belongs to a group of securities or companies
          that are not rated as a matter of policy.

       3. There is a lack of essential data pertaining to the issue or issuer.

       4. The issue was privately placed, in which case the rating is not
           published in Moody's publications.

   Suspension or withdrawal may occur if new and material circumstances arise,
   the effects of which preclude satisfactory analysis; if there is no longer
   available reasonable up-to-date data to permit a judgment to be formed; if
   a bond is called for redemption; or for other reasons.


                                      A-1
<PAGE>

                               IDEX MUTUAL FUNDS
                              570 Carillon Parkway
                      St. Petersburg, Florida, 33716-1202




             INVESTMENT ADVISER:                      CUSTODIAN:
            Idex Management, Inc.           State Street Bank & Trust Co.
            570 Carillon Parkway
     St. Petersburg, Florida 33716-1202



                                          INDEPENDENT CERTIFIED PUBLIC
               DISTRIBUTOR:                        ACCOUNTANTS:
       AFSG Securities Corporation         PricewaterhouseCoopers LLP
           4333 Edgewood Rd. NE        400 N. Ashley Street, Suite 2800
        Cedar Rapids, Iowa, 52494           Tampa, Florida 33602-4319

                                 SUB-ADVISERS:

   AMERICAN CENTURY INVESTMENT           IRONWOOD CAPITAL MANAGEMENT, LLC
        MANAGEMENT, INC.                       21 Custom House Street
    American Century Tower                        Boston, MA 02110
       4500 Main Street
    Kansas City, MO 64111


     SEND YOUR CORRESPONDENCE TO:                    CUSTOMER SERVICE:
     Idex Investor Services, Inc.         (888) 233-IDEX (4339) toll free call
          P.O. Box 9015                 Hours: 8 a.m. to 8 p.m. Monday - Friday
   Clearwater, Florida 33758-9015


                        IDEX WEBSITE: WWW.IDEXFUNDS.COM



<PAGE>

                     /question mark/ WHERE TO FIND MORE INFORMATION

                     You'll find more information about IDEX American Century
                     Income & Growth, Idex American Century Interational and
                     IDEX Isabelle Small Cap Value in the following documents:

                          ANNUAL AND SEMI-ANNUAL REPORTS

                          The annual and semi-annual reports contain information
                          about Fund investments and performance, the financial
                          statements and the auditor's reports. The annual
                          report also includes a discussion about the market
                          conditions and invesment strategies that had a
                          significant affect on the Fund's performance during
                          the period covered.

        /GRAPHIC OMITTED/ STATEMENT OF ADDITIONAL INFORMATION

                          The SAI contains additional information about the Fund
                          and its policies. The SAI is legally part of this
                          prospectus (it is incorporated by reference). A copy
                          has been filed with the SEC.

                          You can obtain a free copy of these documents, request
                          other information about the Fund and make shareholder
                          inquiries by contacting IDEX Mutual Funds:

                          By telephone: 1-(888)-233-4339 (8:00 AM - 8:00 PM)
                             (Customer Service) or 1-800-851-1333 (Investment
                             Professionals)

                          By mail:
                          IDEX MUTUAL FUNDS
                          P.O. BOX 9015
                          CLEARWATER, FL 33758-9015

                          On the Internet: WWW.IDEXFUNDS.COM

                          Information about the Fund can be reviewed and copied
                          at the 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 1-202-942-8090. The reports and other
                          information about the Fund are available on the EDGAR
                          Database on the Commission's Internet site at
                          http://www.sec.gov, and copies of this information may
                          be obtained, after paying a duplicating fee, by
                          electronic request at the following e-mail address:
                          [email protected], or by writing the Commission's
                          Public Reference Section, Washington, D.C. 20549-0102.


Sec file number:                                        [IDEX MUTUAL FUNDS LOGO]
IDEX Mutual Funds File No. 811-4556
ISF00003-01/01

<PAGE>


Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Statement of Additional Information shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such State.

                       Subject to Completion, Dated



                               IDEX MUTUAL FUNDS


                      IDEX AMERICAN CENTURY INTERNATIONAL


                     IDEX AMERICAN CENTURY INCOME & GROWTH


                         IDEX ISABELLE SMALL CAP VALUE



                      STATEMENT OF ADDITIONAL INFORMATION


                                 MARCH 1, 2001


                               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"). The funds are diversified.


This Statement of Additional Information is not a prospectus, and should be
read in conjunction with the Fund's prospectus dated March 1, 2001 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 and
semi-annual report to shareholders are incorporated by reference into this SAI.

<PAGE>


                               TABLE OF CONTENTS




                                                                            Page
                                                                           -----
 INVESTMENT OBJECTIVES .................................................     1

 Investment Restrictions, Policies and Practices .......................     1
  Investment Restrictions of IDEX American Century International .......     1
  Investment Restrictions of IDEX American Century Income & Growth .....     2
  Investment Restrictions of IDEX Isabelle Small Cap Value .............     3

 OTHER POLICIES AND PRACTICES OF THE FUND ..............................     4

  Futures, Options and Other Derivative Instruments ....................     4
   Futures Contracts ...................................................     4
   Options on Futures Contracts ........................................     6
   Options on Securities ...............................................     7
   Options on Foreign Currencies .......................................     9
   Forward Contracts ...................................................    10
   Swaps and Swap-Related Products .....................................    11
   Index Options .......................................................    12
   WEBS and Other Index-Related Securities .............................    13
   Euro Instruments ....................................................    13
   Special Investment Considerations and Risks .........................    14
   Additional Risks of Options on Foreign Currencies,
     Forward Contracts and Foreign Instruments .........................    14
 Other Investment Companies ............................................    15
 When-Issued, Delayed Settlement and Forward Delivery Securities .......    15
  Zero Coupon, Pay-In-Kind and Step Coupon Securities ..................    15
  Lending of Fund Securities ...........................................    16
  Illiquid Securities ..................................................    16
  Repurchase and Reverse Repurchase Agreements .........................    17
  Pass-Through Securities ..............................................    17
  High-Yield/High-Risk Bonds ...........................................    18
  Warrants and Rights ..................................................    19
  U.S. Government Securities ...........................................    19
  Temporary Defensive Position .........................................    19
 INVESTMENT ADVISORY AND OTHER SERVICES ................................    19
 DISTRIBUTOR ...........................................................    21
 ADMINISTRATIVE SERVICES ...............................................    21
 CUSTODIAN, TRANSFER AGENT AND OTHER AFFILIATES ........................    21
 FUND TRANSACTIONS AND BROKERAGE .......................................    22
 TRUSTEES AND OFFICERS .................................................    23
 PURCHASE OF SHARES ....................................................    28
 DEALER REALLOWANCES ...................................................    28
 DISTRIBUTION PLANS ....................................................    29
 DISTRIBUTION FEES .....................................................    30
 NET ASSET VALUE DETERMINATION .........................................    30
 DIVIDENDS AND OTHER DISTRIBUTIONS .....................................    30


                                       i
<PAGE>



                                                                            Page
                                                                           -----
  SHAREHOLDER ACCOUNTS ................................................     31
  RETIREMENT PLANS ....................................................     31
  REDEMPTION OF SHARES ................................................     32
  TAXES ...............................................................     33
  MISCELLANEOUS .......................................................     34
   Organization .......................................................     34
   Shares of Beneficial Interest ......................................     34
   Legal Counsel and Independent Certified Public Accountants .........     34
   Registration Statement .............................................     35
  PERFORMANCE INFORMATION .............................................     35
  FINANCIAL STATEMENTS ................................................     35
  APPENDIX A-CERTAIN SECURITIES IN WHICH THE FUNDS MAY INVEST .........     A-1




                                       ii
<PAGE>

                             INVESTMENT OBJECTIVES


The prospectus discusses the investment objective of two series 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.

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 AMERICAN CENTURY INTERNATIONAL:

IDEX American Century International 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. Lend any security or make any other loan if, as a result, more than
331/3% of the fund's total assets would be lent to other parties, except (i)
through the purchase of debt securities in accordance with its investment
objective, policies and limitations or (ii) by engaging in repurchase
agreements with respect to portfolio securities.

      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. Invest 25% or more of the fund's assets in the securities of issuers
primarily engaged in the same industry, 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.

      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. Purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments provided this limitation shall not
prohibit the fund from purchasing or selling options and futures contracts or
investing in securities or other instruments backed by physical commodities.

      8. Invest for purposes of exercising control.

Furthermore, the fund has adopted the following non-fundamental restrictions
that may be changed by the Board of Trustees of the fund without shareholder
approval:

      (A) The fund may not purchase additional investment securities at any
time during which outstanding borrowings exceed 5% of the total assets of the
fund.



                                       1
<PAGE>


      (B) The fund may not purchase any security or enter into a repurchase
agreement if, as a result, more than 15% of its net assets would be invested in
illiquid securities. Illiquid securities include repurchase agreements not
entitling the holder to payment of principal and interest within seven days,
and securities that are illiquid by virtue of legal or contractual restrictions
on resale or the absence of a readily available market.

      (C) The fund may not sell securities short, except short sales "against
the box."

      (D) The fund may not purchase securities on margin, except to obtain such
short-term credits as are necessary for the clearance of transactions, and
provided that margin payments in connection with futures contracts and options
on futures contracts shall not constitute purchasing securities on margin.

      (E) The fund may enter into futures contracts and write and buy put and
call options relating to futures contracts. The fund may not, however, enter
into leveraged futures transactions if it would be possible for the fund to
lose more money than it invested.

      (F) The fund may invest a portion of its assets in the securities of
issuers with limited operating histories. An issuer is considered to have a
limited operating history if that issuer has a record of less than three years
of continuous operation. Periods of capital formation, incubation,
consolidations, and research and development may be considered in determining
whether a particular issuer has a record of three years of continuous
operation.

INVESTMENT RESTRICTIONS OF IDEX AMERICAN CENTURY INCOME & GROWTH:

The fund 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. Lend any security or make any other loan if, as a result, more than
331/3% of the fund's total assets would be lent to other parties, except (i)
through the purchase of debt securities in accordance with its investment
objective, policies and limitations or (ii) by engaging in repurchase
agreements with respect to portfolio securities.

      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. Invest 25% or more of the fund's assets in the securities of issuers
primarily engaged in the same industry, 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.

      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. Purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments provided this limitation shall not
prohibit the fund from purchasing or selling options and futures contracts or
investing in securities or other instruments backed by physical commodities.

      8. Invest for purposes of exercising control.

Furthermore, the fund has adopted the following non-fundamental restrictions
that may be changed by the Board of Trustees of the fund without shareholder
approval:

      (A) The fund may not purchase additional investment securities at any
time during which outstanding borrowings exceed 5% of the total assets of the
fund.

      (B) The fund may not purchase any security or enter into a repurchase
agreement if, as a result, more than 15% of its net assets would be invested in
illiquid securities. Illiquid securities include repurchase agreements not
entitling the holder to payment of principal and interest within seven days,
and securities that are illiquid by



                                       2
<PAGE>


virtue of legal or contractual restrictions on resale or the absence of a
readily available market.

      (C) The fund may not sell securities short, except short sales "against
the box."

      (D) The fund may not purchase securities on margin, except to obtain such
short-term credits as are necessary for the clearance of transactions, and
provided that margin payments in connection with futures contracts and options
on futures contracts shall not constitute purchasing securities on margin.

INVESTMENT RESTRICTIONS OF IDEX ISABELLE SMALL CAP VALUE:

The fund 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 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 fund's assets in the securities of issuers
primarily engaged in the same industry, 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.

      3. Borrow amounts greater than 5% of its total assets for temporary
purposes and greater than 331/3% of its total assets for meeting redemption
requests (when aggregated with temporary borrowings).

      4. Pledge, mortgage or hypothecate its assets other than to secure
borrowings permitted by restriction 3 above (collateral arrangements with
respect to margin requirements for options and futures transactions are not
deemed to be pledges or hypothecations for this purpose).

      5. Lend any security or make any other loan if, as a result, more than
25% of its total assets would be lent to other parties (but this limitation
does not apply to purchases of commercial paper, debt securities or to
repurchase agreements).

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

      7. 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.

      8. Purchase securities on margin, except that the fund may obtain any
short-term credits necessary for the clearance of purchases and sales of
securities. For purposes of this restriction, the deposit or payment of initial
or variation margin in connection with transactions in options, futures and
options on futures will not be deemed to be a purchase of securities on margin
by the fund.

      9. Buy or sell physical commodities or commodity futures contracts,
except for: (a) forward foreign currency contracts; (b) financial futures
contracts; and (c) options on financial futures contracts, securities, foreign
currencies and securities indices.

      10. Issue any senior security 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.

Furthermore, the fund has adopted the following non-fundamental restrictions
that may be changed by the Board of Trustees of the fund without shareholder
approval:

      (A) The fund may not sell securities short, except transactions involving
selling securities short "against the box."

      (B) The fund may not make investments for the purpose of exercising
control or management.

      (C) The fund may not invest in illiquid securities in an amount
exceeding, in the aggregate, 15% of its net assets. This limitation does not
include any Rule 144A restricted security that has been determined by, or
pursuant to procedures established by, the Board, based on trading markets for
such security, to be liquid.

      (D) The fund may not invest in other investment companies except as
permitted under the 1940 Act.


                                       3
<PAGE>


                   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. 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 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.


                                       4
<PAGE>


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 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.


                                       5
<PAGE>

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.


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 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


                                       6
<PAGE>

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 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 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


                                       7
<PAGE>

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 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


                                       8
<PAGE>
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 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

                                       9
<PAGE>

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 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.


                                       10
<PAGE>

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 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.


                                       11
<PAGE>

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 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


                                       12
<PAGE>

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 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. Investing in these
securities may result in duplication of certain fees and 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


                                       13
<PAGE>

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.


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


                                       14
<PAGE>

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.


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

                                       15
<PAGE>


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.


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 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.


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 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.


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. 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


                                       16
<PAGE>


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 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.


Repurchase agreements involve the risk that the seller will fail to repurchase
the security, as agreed. In that case, a fund will bear the risk of market
value fluctuations until the security can be sold and may encounter delays and
incur costs in liquidating the security. In the event of bankruptcy or
insolvency of the seller, delays and costs are incurred.

Reverse repurchase agreements may expose a fund to greater fluctuations in the
value of its assets.

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.


                                       17
<PAGE>
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
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. 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

                                       18
<PAGE>

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 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.

TEMPORARY DEFENSIVE POSITION


For temporary defensive purposes, a fund may, at times, choose to hold some
portion of its net assets in cash, or to invest that cash in a variety of debt
securities. This may be done as a defensive measure at times when desirable
risk/reward characteristics are not available in stocks or to earn income from
otherwise uninvested cash. When a fund increases its cash or debt investment
position, its income may increase while its ability to participate in stock
market advances or declines decrease. Furthermore, when a fund assumes a
temporary defensive position it may not be able to achieve its investment
objective.

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.

The turnover 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 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 will enter 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 American Century
International, IMI receives an annual fee, computed daily and paid monthly,
equal to 1.00% of the first $50 million of the fund's average daily net assets;
0.95% of the fund's average daily net assets from $50 million up to $150
million; 0.90% of the fund's average daily net assets from $150 million up to
$500 million; and 0.85% of the fund's average daily net assets in excess of $500
million. For services to IDEX American Century Income & Growth, IMI receives
0.90% of the first $100 million of the fund's average daily net assets; 0.85% of
the fund's average daily net assets from $100 million up to $250 million; and
0.80% of the fund's average daily net assets in excess of $250 million. For
services to IDEX Isabelle Small Cap Value, IMI receives 0.90% of the first $200
million of the fund's average daily assets and 0.85% of the fund's average daily
net assets over $200 million.



                                       19
<PAGE>

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.


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.

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, 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 1.40% of average daily net assets.

American Century Investment Management, Inc. serves as sub-adviser to IDEX
American Century International and IDEX American Century Income & Growth.
Ironwood Capital Mangement LLC serves as sub-adviser to IDEX Isabelle Small Cap
Value.

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 American Century             American Century                 0.60% of the first $50 million of the fund's
 International                                                     average daily net assets; 0.55% of the fund's
                                                                   average daily net assets over $50 million up to
                                                                   $150 million; 0.50% of the fund's average daily
                                                                   net assets over $150 million up to $500 million;
                                                                   and 0.45% of the fund's average daily net assets
                                                                   in excess of $500 million.

IDEX American Century Income      American Century                 0.50% of the first $100 million of the fund's
 & Growth                                                          average daily net assets; 0.45% of the fund's
                                                                   average daily net assets over $100 million up to
                                                                   $250 million; and 0.40% of the fund's average daily
                                                                   net assets in excess of $250 million.

IDEX Isabelle Small Cap Value     Ironwood Capital Management,     0.50% of the first $200 million of the fund's
                                    LLC                            average daily net assets; and 0.45% of the fund's
                                                                   average daily net assets in excess of $200 million.
</TABLE>

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.


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


                                       20
<PAGE>

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.

                                  DISTRIBUTOR


IDEX Mutual Funds will enter into an Agreement with AFSG Securities Corporation
(AFSG) located at 4333 Edgewood Rd NE, Cedar Rapids, Iowa 52494 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.

                            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
Administrative Services Agreements ("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.

                 CUSTODIAN, TRANSFER AGENT AND OTHER AFFILIATES

State Street Bank & Trust, 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.


                                       21
<PAGE>

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 $15.70 for each of its shareholder accounts in
existence, $2.79 for each new account opened and $1.67 for each closed account.


State Street Bank & Trust ("State Street") is a provider of data processing and
recordkeeping services for the Fund's transfer agent. Each fund may use another
affiliate of State Street 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, 1999, 1998 and 1997.

                        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 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.


                                       22
<PAGE>

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. 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.


                             TRUSTEES AND OFFICERS

DIRECTORS AND OFFICERS


The fund is governed 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:

<TABLE>
<CAPTION>
                                      POSITION(S)
NAME, ADDRESS AND AGE             HELD WITH THE FUND        PRINCIPAL OCCUPATION(S) DURING THE PAST 5 YEARS
---------------------             ------------------        -----------------------------------------------
<S>                              <C>                  <C>
PETER R. BROWN                   TRUSTEE              Currently retired (January, 2000 - present); Director, WRL
(DOB 05/10/28)                                        Series Fund, Inc. (investment company); Chairman of the
11180 6th Street East                                 Board, Peter Brown Construction Company, Largo, Florida
Treasure Island, Florida 33706                        (1963 - 2000); Rear Admiral (Ret.) U.S. Navy Reserve,
                                                      Civil Engineer Corps.

DANIEL CALABRIA                  TRUSTEE              Currently retired; Trustee (1993 - present) and President
(DOB 03/05/36)                                        (1963 - 1995) of the Florida Tax Free Funds (mutual
7068 S. Shore Drive S., South                         funds); President and Director (1995) of Sun Chiropractic
Pasadena, Florida 33707-4605                          Clinics, Inc.; Executive Vice President (1993 - 1995) of
                                                      William R. Hough & Co. (investment adviser, municipal
                                                      bond and underwriting firm).

JAMES L. CHURCHILL               TRUSTEE              Currently retired (1990 - present).
(DOB 05/07/30)
15 Hawthorne Road
Bluffington, South Carolina
29910-4901
</TABLE>


                                       23
<PAGE>



<TABLE>
<CAPTION>
                                      POSITION(S)
NAME, ADDRESS AND AGE             HELD WITH THE FUND        PRINCIPAL OCCUPATION(S) DURING THE PAST 5 YEARS
---------------------             ------------------        -----------------------------------------------
<S>                              <C>                  <C>

CHARLES C. HARRIS                 TRUSTEE                   Currently retired (1988 - present); Director, WRL Series
(DOB 07/15/30)                                              Fund, Inc. (investment company) (March, 1994 - present).
35 Winston Drive
Clearwater, Florida 33756

WILLIAM W. SHORT, JR.             TRUSTEE                   Director (September, 2000 - present), WRL Series Fund,
(DOB 02/25/36)                                              Inc. (investment company); President and sole shareholder
12420 73RD Court                                            of Shorts, Inc. (men's retail apparel); Chairman of Southern
Largo, Florida 33773                                        Apparel Corporation, S.A.C. Apparel Corporation and
                                                            S.A.C. Distributors (nationwide wholesale apparel distribu-
                                                            tors), Largo, Florida.

JACK E. ZIMMERMAN                 TRUSTEE                   Currently retired; Director (December, 1987 - present)
(DOB 02/03/28)                                              Western Reserve Life Assurance Co. of Ohio.
507 Saint Michael Circle                                    Mr. Zimmerman is also the brother-in-law of John Kenney,
Kettering, Ohio 45429                                       Chairman and CEO of the Fund.


PATRICK S. BAIRD                  PRESIDENT AND TRUSTEE     President (June, 2000 - present) and Director (December,
(DOB 01/19/54)                                              1999 - present), WRL Series Fund, Inc. (investment
4333 Edgewood Road, NE                                      company); Director (March, 1991 - December, 1999),
Cedar Rapids, Iowa 52499                                    Western Reserve Life Assurance Co. of Ohio; Executive
                                                            Vice President (February, 1995 - present) and Chief
                                                            Operating Officer (February, 1996 - present), AEGON USA,
                                                            Inc. (financial services holding company, Cedar Rapids,
                                                            Iowa); Director (December, 1991 - present), Chief Operat-
                                                            ing Officer (April, 1996 - present), and Senior Vice
                                                            President (April, 1995 - present), PFL Life Insurance Co.;
                                                            President (July, 1996 - present), and CFO (May, 1992 -
                                                            present), AUSA Holding Co.

JOHN R. KENNEY(1,2)               CHAIRMAN, TRUSTEE         Chairman of the Board (1986 - present) and President
(DOB 02/8/38)                     AND CHIEF EXECUTIVE       (March, 1993 - June, 2000), WRL Series Fund, Inc.
                                  OFFICER                   (investment company); Chairman of the Board, Director
                                                            and Co-CEO, (March, 2000 - present), Great Companies,
                                                            L.L.C. (investment adviser); Chairman of the Board
                                                            (August, 1987 - present), CEO (April, 1982 - present),
                                                            President (December, 1992 - December, 1999) and
                                                            Director (July, 1973 - present), Western Reserve Life
                                                            Assurance Co. of Ohio; Chairman of the Board (May,
                                                            1988 - present), Idex Investor Services, Inc. (transfer
                                                            agent); Director (December, 1990 - present), Idex Manage-
                                                            ment, Inc. (investment adviser); Director (January, 1987 -
                                                            April, 1999) and Chairman of the Board (May, 1988 - April,
                                                            1999), InterSecurities, Inc. (broker-dealer/underwriter);
                                                            Chairman of the Board (September, 1996 - present) and
                                                            President (September, 1997 - present), WRL Investment
                                                            Management, Inc. (investment adviser); Chairman of the
                                                            Board and Director (September, 1996 - present), President
                                                            (September, 1997 - present), WRL Investment Services,
                                                            Inc. (transfer agent).
</TABLE>


                                       24
<PAGE>



<TABLE>
<CAPTION>
                                POSITION(S)
NAME, ADDRESS AND AGE       HELD WITH THE FUND           PRINCIPAL OCCUPATION(S) DURING THE PAST 5 YEARS
---------------------       ------------------           -----------------------------------------------
<S>                       <C>                    <C>
JEROME C. VAHL(1,2)       EXECUTIVE VICE         Executive Vice President (September, 2000 - present),
(DOB 04/24/56)            PRESIDENT              WRL Series Fund, Inc. (investment company); President
                                                 and Director (December, 1999 - present), Executive Vice
                                                 President (June, 1998 - December, 1999) and Vice
                                                 President (December, 1995 - June, 1998), Western
                                                 Reserve Life Assurance Co. of Ohio; Director (March,
                                                 2000 - present), Great Companies L.L.C. (investment
                                                 adviser); Vice President (1986 - present), AEGON USA,
                                                 Inc. (financial services holding company, Cedar Rapids,
                                                 Iowa); Director (November, 1999 - present), Idex Investor
                                                 Services, Inc. (transfer agent), WRL Investment Services,
                                                 Inc. (transfer agent), and WRL Investment Management,
                                                 Inc. (investment adviser); Director (June, 1998 - present),
                                                 Idex Management, Inc. (investment adviser); Vice
                                                 President (February, 2000 - present), AUSA Holding Co.

THOMAS R. MORIARTY(1,2)   EXECUTIVE VICE         Senior Vice President (March, 1995 - September, 2000),
(DOB 05/03/51)            PRESIDENT, TREASURER   IDEX Mutual Funds (investment company); Chairman
                          AND PRINCIPAL          (November, 1999 - present), President and CEO (April,
                          FINANCIAL OFFICER      1999 - present) and Senior Vice President (June, 1991 -
                                                 April, 1999), InterSecurities (broker-dealer/underwriter);
                                                 Senior Vice President (September, 2000 - present) and
                                                 Vice President (April, 1993 - September, 2000), Western
                                                 Reserve Life Assurance Co. of Ohio; Director (April, 1994 -
                                                 present), President and CEO (November, 1999 - present)
                                                 and Senior Vice President (June, 1991 - November, 1999),
                                                 Idex Investor Services, Inc. (transfer agent); Director (June,
                                                 1998 - present), President and CEO (November, 1999 -
                                                 present) and Vice President (November, 1990 - November,
                                                 1999), Idex Management, Inc. (investment adviser); Vice
                                                 President (December, 1999 - present), AFSG Securities
                                                 Corp. (underwriter).

DAVID BULLOCK(1,2)        EXECUTIVE VICE         President (March, 1999 - April, 2000), AEGON Distributors;
(DOB 04/25/56)            PRESIDENT              AEGON Equity Group; Executive Vice President
                                                 (September, 1998 - September, 2000), Western Reserve
                                                 Life Assurance Co. of Ohio; Director (August, 1999 -
                                                 present), Chairman (December, 1999 - present), President
                                                 and CEO (October, 1999 - present), Transamerica Capital,
                                                 Inc. (broker-dealer, formerly Endeavor Group); Director
                                                 (August, 1999 - present), Endeavor Management Co.;
                                                 prior to 1998, Senior Vice President, National Sales
                                                 Manager and Division Vice President of GE Financial
                                                 Assurance.
</TABLE>


                                       25
<PAGE>



<TABLE>
<CAPTION>
                                   POSITION(S)
NAME, ADDRESS AND AGE           HELD WITH THE FUND         PRINCIPAL OCCUPATION(S) DURING THE PAST 5 YEARS
---------------------           ------------------         -----------------------------------------------
<S>                           <C>                   <C>
JOHN K. CARTER(1,2)           VICE PRESIDENT,       Assistant Vice President, Assistant Secretary and Counsel
(DOB 04/24/61)                SECRETARY AND         (June, 1999 - December, 1999), IDEX Mutual Funds
                              COUNSEL               (investment company); Vice President, Secretary and
                                                    Counsel (December, 1999  - present) and Assistant Vice
                                                    President, Assistant Secretary and Counsel (June, 1999 -
                                                    December, 1999), WRL Series Fund, Inc. (investment
                                                    company); Vice President and Counsel (June, 2000 -
                                                    present) and Assistant Vice President and Counsel
                                                    (September, 1999 - June, 2000), Western Reserve Life
                                                    Assurance Co. of Ohio; Vice President, Counsel and
                                                    Assistant Secretary (April, 2000 - present), AEGON Asset
                                                    Management Services, Inc.; Vice President, Counsel and
                                                    Assistant Secretary (April, 2000 - present), Idex Investor
                                                    Services, Inc. (transfer agent) and WRL Investment
                                                    Services, Inc. (transfer agent); Vice President, Counsel,
                                                    Compliance Officer and Assistant Secretary (April, 2000 -
                                                    present), Idex Management, Inc. (investment adviser) and
                                                    WRL Investment Management, Inc. (investment adviser);
                                                    Assistant Secretary (April, 1999 - present); Vice President
                                                    and Counsel (March, 1997 - May, 1999), Salomon Smith
                                                    Barney; Assistant Vice President, Associate Corporate
                                                    Counsel and Trust Officer (September, 1993 - March,
                                                    1997), Franklin Templeton Mutual Funds.

Thomas E. Pierpan (1,2)       VICE PRESIDENT AND    Associate General Counsel and Secretary (December,
(DOB 10/18/43)                ASSISTANT SECRETARY   1997 - December, 1999), IDEX Mutual Funds (investment
                                                    company); Vice President (March, 1995 - present),
                                                    Assistant Secretary (March, 1995 - December, 1997 and
                                                    December, 1999 - present) and Associate General Counsel
                                                    and Secretary (December, 1997 - December, 1999), WRL
                                                    Series Fund (investment company); Senior Vice President
                                                    and General Counsel (December, 1999 - present), As-
                                                    sistant Secretary (March, 1996 - present), Associate
                                                    General Counsel (January, 1997- December, 1999), Vice
                                                    President (December, 1993 - December, 1999) and
                                                    Counsel (April, 1995 - January, 1997), Western Reserve
                                                    Life Assurance Co. of Ohio; Assistant Vice President and
                                                    Assistant Secretary (December, 1998 - present), AFSG
                                                    Securities Corp. (underwriter).

CHRISTOPHER G. ROETZER(1,2)   VICE PRESIDENT,       Assistant Vice President (November, 1990 - March, 1997),
(DOB 01/11/63)                ASSISTANT TREASURER   IDEX Mutual Funds (investment company); Vice President,
                              AND PRINCIPAL AC-     Fund Financial Reporting and Control (October, 1996 -
                              COUNTING OFFICER      present) and Assistant Vice President (May, 1988 -
                                                    October, 1996), Idex Investor Services, Inc. (transfer
                                                    agent); Vice President (April, 2000 - present) and Assistant
                                                    Vice President (November, 1990 - April, 2000), Idex
                                                    Management, Inc. (investment adviser); Assistant Vice
                                                    President (May, 1988 - present), InterSecurities, Inc.
                                                    (broker-dealer/underwriter).
</TABLE>


                                       26
<PAGE>



<TABLE>
<CAPTION>
                                   POSITION(S)
NAME, ADDRESS AND AGE           HELD WITH THE FUND         PRINCIPAL OCCUPATION(S) DURING THE PAST 5 YEARS
---------------------           ------------------         -----------------------------------------------
<S>                           <C>                       <C>
Julian Lerner                 Trustee Emeritus          Currently retired; Trustee of American Skandia Trust;
(DOB 11/12/24)                (effective January 1,     Director of American Skandia Advisory Funds; Trustee of
One Spurling Plaza            2000)                     American Skandia Master Trust; Investment Consultant
Suite 208                                               (1995 - 1996) and Senior Vice President (1987 - 1995),
12850 Spurling Road                                     Aim Capital Management (investment adviser).
Dallas, Texas 75230
</TABLE>


(1) The principal business address is P.O. Box 9015 , Clearwater, Florida
    33758-9015.
(2) Interested Person, as defined in the 1940 Act, and affiliated person of
    Investment Adviser.

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 $20,000 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)
$4,000 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 $2,500 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 $2,500 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, 2000.


                               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 10/31/2000         AS OF 10/31/2000                10/31/2000
<S>                              <C>                       <C>                           <C>
Peter R. Brown, Trustee
Daniel Calabria, Trustee
James L. Churchill, Trustee
Charles C. Harris, Trustee
Julian A. Lerner, Trustee***
William W. Short, Jr., Trustee
Jack E. Zimmerman, Trustee

Total
</TABLE>

--------------
 * Of this aggregate compensation, the total amounts deferred (including
   earnings) and accrued for the benefit of the participating Trustees for the
   year ended October 31, 2000 were as follows: Peter R. Brown, _______;
   Daniel Calabria, ______; James L. Churchill, _______; William W. Short,
   Jr., _______; and Jack E. Zimmerman, ______.

 ** The Fund Complex consists of IDEX Mutual Funds and WRL Series Fund, Inc.

*** Effective January 1, 2000, Mr. Lerner became a Trustee Emeritus.


                                       27
<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,
Pat Baird 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, 2000, the Fund paid $_______ in
trustees fees and expenses, and no trustee emeritus fees or expenses. As of
January 30, 2001, 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. 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 and Class M 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.


                       CLASS A SHARE DEALER REALLOWANCES


                                                   REALLOWANCE TO DEALERS AS A %
AMOUNT OF PURCHASE                                       OF OFFERING PRICE
------------------                                       -----------------
Under $50 Thousand                                                 4.75%
$50 Thousand to under $100 Thousand                                4.00%
$100 Thousand to under $250 Thousand                               2.75%
$250 Thousand to under $500 Thousand                               2.25%
$500 Thousand to under $1 Million                                  1.75%
For purchases of $1 Million and above:
$1 Million to under $5 Million                                     1.00%
$5 Million to under $50 Million                          Plus      0.50%
$50 Million and above                                    Plus      0.25%



                                       28

<PAGE>

                       CLASS B SHARE DEALER REALLOWANCES

                                                REALLOWANCE TO DEALERS AS A %
                                                       OF OFFERING PRICE
                                                       -----------------
All purchases                                                5.00%*
                                               * From time to time, ISI may
                                               reallow to a dealer an amount
                                               less than 5% on sales of Class B
                                               shares. In such circumstances,
                                               ISI will benefit directly to the
                                               extent the reallowance percentage
                                               is reduced below 5% on any
                                               purchase of Class B shares.


                       CLASS M SHARE DEALER REALLOWANCES

                                                   REALLOWANCE TO DEALERS AS A %
AMOUNT OF PURCHASE                                        OF OFFERING PRICE
------------------                                        -----------------
All purchases                                                   2.00%

                               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. This Plan is
structured as a Compensation Plan.

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 and/or maintenance of these
shareholder accounts. For



                                       29
<PAGE>

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

Expenses are not listed for IDEX American Century International, IDEX American
Century Income & Growth and IDEX Isabelle Small Cap Value as they have not
commenced operations.


                         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 adding
the fund's total assets, subtracting liabilities and dividing by the number of
shares outstanding. The public offering price of a Class A, Class B, Class C or
Class M share of a fund is the net asset value per share plus, the applicable
sales charge in the case of Class A or Class M 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.

                       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


                                       30
<PAGE>


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 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.


                                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. State Street Bank & Trust, 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 State Street 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. 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.



                                       31
<PAGE>

                             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 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 (and Class A,
and C, when applicable) 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 shareholder, but in the case of total disability only as
to shares owned at the time of the initial determination of disability. The
transfer agent or distributor will require satisfactory proof of death or
disability before it determines to waive the CDSC.

(b) REDEMPTION PURSUANT TO A FUND'S SYSTEMATIC WITHDRAWAL PLAN

A shareholder may elect to participate in a systematic withdrawal plan ("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.

Please Note: The amount redeemed under this waiver does not need to be under a
systematic withdrawal plan. If it is not under a systematic withdrawal plan, it
is limited to one redemption per calendar year up to 12% of your account
balance at the time of redemption.

(c) REINVESTMENT PRIVILEGE

The CDSC is also waived on redemption of 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

For accounts opened prior to April 1, 2000, 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.)


                                       32
<PAGE>


                                     TAXES

Each fund has qualified 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. If a
fund fails to qualify as a regulated investment company, the fund will be
subject to federal, and possibly state, corporate taxes on its taxable income
and gains, and distributions to its shareholders will constitute ordinary
dividend income to the extent of the fund's available earnings and profits.

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.

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. However, tax conventions between certain
countries and the United States may reduce or eliminate these foreign taxes. In
addition, most foreign countries do not impose taxes on capital gains in
respect of investments by foreign investors and most U.S. Tax conventions
preclude the imposition of such taxes.

Each fund 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 such income and gains are not
distributed to the fund and those amounts would be subject to the Distribution
Requirement described above. In most instances it will be very difficult, if
not impossible, to make this election because of certain requirements thereof.


In addition, another election may be 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 excess distribution 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


                                       33
<PAGE>

will determine for income tax purposes the character and timing of recognition
of the income received in connection therewith by a fund. In order to comply
with the diversification and other requirements applicable to RICs, a fund may
not be able to buy or sell certain securities at certain times, so the
investments utilized (and the time at which such investments are purchased and
sold) may be different from what the fund might otherwise believe to be
desirable. 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, generally will
qualify as permissible income under the Income Requirement.


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.

                                 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.


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. 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. 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 INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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, 400 N. Ashley Street, Suite 2800 Tampa, Florida
33602-4319 serves as independent certified public accountants for the Fund.



                                       34
<PAGE>


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 and Class M shares)

is deducted from the initial $1,000 investment and

all dividends and distributions are paid in additional shares. 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.

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 Week, Money, Modern Maturity,
Forbes, Fortune, Financial Planner, American Banker, U.S. Banker, ABA Banking
Journal, Institutional Investor (U.S./Europe), Registered Representative,
Independent Agent, American Demographics, Trusts & Estates, Credit Union
Management, Personal Investor, New England Business, Business Month,
Gentlemen's Quarterly, Employee Research Report, Employee Benefit Plan Review,
ICI Mutual Fund News, Succeed, Johnson Charts, Weisenberger Investment
Companies Service, Mutual Fund Quarterly, Financial World Magazine, Consumer
Reports, Babson-United Mutual Fund Selector and Mutual Fund Encyclopedia
(Dearborn Financial Publishing). A 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 and Class M shares, non-standardized performance
may also be that which does not reflect deduction of the maximum sales charge
applicable to Class A and Class M shares or the contingent deferred sales
charge applicable to Class B and under certain circumstances Class A and Class
M 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.

                              FINANCIAL STATEMENTS

Financial statements are not included as the funds have not commenced operations
as of the date of this SAI.


                                       35
<PAGE>


                                  APPENDIX A

I. 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
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


                                      A-1
<PAGE>

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 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.


II. 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

                                      A-2
<PAGE>

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.

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.
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-3
<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 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 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)
                      (kk) Form of Agreement for IDEX GE U.S. Equity, IDEX
                           Transamerica Small Company, IDEX Transamerica Equity
                           and IDEX Pilgrim Baxter Technology (10)
                      (ll) Form of Agreement for IDEX Great Companies -
                           Americasm , IDEX Great Companies- Technologysm (12)
                      (mm) Form of Agreement for IDEX Federated Tax Exempt (12)
                      (nn) Form of Agreement for IDEX Great Companies - Global2
                           and IDEX Gabelli Global Growth (14)
                      (oo) Form of Agreement for IDEX JCC Growth & Income and
                           IDEX Munder Net50 (15)

                      (pp) Form of Investment Advisory Agreement for IDEX
                           American Century International, IDEX American Century
                           Income & Growth and IDEX Isabelle Small Cap Value


                  (2) Investment Counsel (Sub-Advisory) Agreement
                      (aa) IDEX Alger Aggressive Growth (1)
                      (bb) (i) IDEX GE 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)


                                       1
<PAGE>

                      (ll) Form of Agreement for IDEX Salomon All Cap (6)
                      (mm) Form of Agreement for IDEX Pilgrim Baxter Mid Cap
                           Growth (6)
                      (nn) Form of Agreement for IDEX GE U.S. Equity (10)
                      (oo) Form of Agreement for IDEX Pilgrim Baxter Technology
                           (11)
                      (pp) Form of Agreement for IDEX Transamerica Small Company
                           and IDEX Transamerica Equity (10)
                      (qq) Form of Agreement for IDEX Great Companies -
                           Americasm and IDEX Great Companies- Technologysm (12)
                      (rr) Form of Agreement for IDEX Federated Tax Exempt (12)
                      (ss) Form of Agreement for IDEX Great Companies - Global2
                           (14)
                      (tt) Form of Agreement for IDEX Gabelli Global Growth (14)
                      (uu) Form of Agreement for IDEX JCC Growth & Income (15)
                      (vv) Form of Agreement for IDEX Munder Net50 (15)

                      (ww) Form of Agreement for IDEX American Century
                           International and IDEX American Century Income &
                           Growth
                      (xx) Form of Agreement for IDEX Isabelle Small Cap Value

         (e)      Underwriting Agreement (5)
                      (1)    Dealer's Sales Agreement (9)
                      (2)    Service Agreement (9)
                      (3)    Wholesaler's Agreement (3)

         (f)      Trustees/Directors Deferred Compensation Plan (2)

         (g)      Custody Agreement (2)


         (h)          (1)    Transfer Agency Agreement with Idex Investor
                             Services, Inc. (1)
                      (2)    Administrative Services Agreements:
                             (a) IDEX JCC Capital Appreciation (1)
                             (b) IDEX JCC Global (1)
                             (c) IDEX JCC Growth (1)
                             (d) IDEX JCC Balanced (1)
                             (e) IDEX JCC Flexible Income (1)
                             (f) Form of Agreement for IDEX Alger Aggressive
                                 Growth, IDEX GE 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)
                             (g) 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)
                             (h) Form of Agreement for IDEX Pilgrim Baxter
                                 Technology, IDEX GE U.S. Equity, IDEX
                                 Transamerica Small Company and IDEX
                                 Transamerica Equity (10)
                             (i) Form of Agreement for IDEX Great Companies -
                                 Americasm , IDEX Great Companies -
                                 Technologysm. (12)
                             (j) Form of Agreement for IDEX Great Companies -
                                 Global2 and IDEX Gabelli Global Growth. (14)
                             (k) Form of Agreement for IDEX JCC Growth & Income
                                 and IDEX Munder Net50 (16)
                             (l) Form of Agreement for IDEX American Century
                                 International, IDEX American Century Income &
                                 Growth and IDEX Isabelle Small Cap Value

         (i)      Opinion of Counsel (17)

         (j)      (1)  Consent of PricewaterhouseCoopers LLP (17)



                                       2
<PAGE>


                  (2) Consent of Sutherland Asbill & Brennan, LLP (17)


         (k)      Not Applicable

         (l)      Investment Letter from Sole Shareholder (1)

         (m)      (1) Plan of Distribution under Rule 12b-1 - Class A Shares
                      (aa) IDEX Alger Aggressive Growth (1)
                      (bb) IDEX GE 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)
                      (ss) Form of Plan for IDEX Pilgrim Baxter Technology,
                           IDEX GE U.S. Equity, IDEX Transamerica Small
                           Company and IDEX Transamerica Equity (10)
                      (tt) Form of Plan for IDEX Great Companies - Americasm
                           and IDEX Great Companies - Technologysm (12)
                      (uu) Form of Plan for IDEX Great Companies - Global2 and
                           IDEX Gabelli Global Growth (14)
                      (vv) Form of Plan for IDEX JCC Growth & Income and IDEX
                           Munder Net50 (15)

                      (ww) Form of Plan for IDEX American Century
                           International, IDEX American Century Income &
                           Growth and IDEX Isabelle Small Cap Value


                      (2)  Plan of Distribution under Rule 12b-1 - Class B
                           Shares (aa) IDEX Alger Aggressive Growth (1) (bb)
                           IDEX GE 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)
---------------------


                                       3
<PAGE>

                      (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)
                      (ss) Form of Plan for IDEX Pilgrim Baxter Technology, IDEX
                           GE U.S. Equity, IDEX Transamerica Small Company and
                           IDEX Transamerica Equity (10)
                      (tt) Form of Plan for IDEX Great Companies - Americasm and
                           IDEX Great Companies - Technologysm (12)
                      (uu) Form of Plan for IDEX Great Companies - Global2 and
                           IDEX Gabelli Global Growth (14)
                      (vv) Form of Plan for IDEX JCC Growth & Income and IDEX
                           Munder Net50 (15)

                      (ww) Form of Plan for IDEX American Century International,
                           IDEX American Century Income & Growth and IDEX
                           Isabelle Small Cap Value

                  (3) Plan of Distribution under Rule 12b-1 - Class C Shares (9)
                      (aa) IDEX Alger Aggressive Growth (9)
                      (bb) IDEX GE International Equity (9)
                      (cc) IDEX JCC Capital Appreciation (9)
                      (dd) IDEX JCC Global (9)
                      (ee) IDEX JCC Growth (9)
                      (ff) IDEX C.A.S.E. Growth (9)
                      (gg) IDEX NWQ Value Equity (9)
                      (hh) IDEX LKCM Strategic Total Return (9)
                      (ii) IDEX Dean Asset Allocation (9)
                      (jj) IDEX JCC Balanced (9)
                      (kk) IDEX JCC Flexible Income (9)
                      (ll) IDEX AEGON Income Plus (9)
                      (mm) IDEX AEGON Tax Exempt (9)
                      (nn) Form of Plan for IDEX Goldman Sachs Growth (9)
                      (oo) Form of Plan for IDEX T. Rowe Price Dividend Growth
                           (9)
                      (pp) Form of Plan for IDEX Salomon All Cap (9)
                      (qq) Form of Plan for IDEX Pilgrim Baxter Mid Cap Growth
                           (9)
                      (rr) Form of Plan for IDEX T. Rowe Price Small Cap (9)
                      (ss) Form of Plan for IDEX Pilgrim Baxter Technology, IDEX
                           GE U.S. Equity, IDEX Transamerica Small Company and
                           IDEX Transamerica Equity (10)
                      (tt) Form of Plan for IDEX Great Companies - Americasm and
                           IDEX Great Companies - Technologysm (12)
                      (uu) Form of Plan for IDEX Great Companies - Global2 and
                           IDEX Gabelli Global Growth (14)
                      (vv) Form of Plan for IDEX JCC Growth & Income and IDEX
                           Munder Net50 (15)

                      (ww) Form of Plan for IDEX American Century International,
                           IDEX American Century Income & Growth and IDEX
                           Isabelle Small Cap Value

                  (4) Plan of Distribution under Rule 12b-1 - Class M Shares
                      (aa) IDEX Alger Aggressive Growth (1)
                      (bb) IDEX GE 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)

                                       4
<PAGE>

                      (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)
                      (ss) Form of Plan for IDEX Pilgrim Baxter Technology, IDEX
                           GE U.S. Equity, IDEX Transamerica Small Company and
                           IDEX Transamerica Equity (10)
                      (tt) Form of Plan for IDEX Great Companies - Americasm and
                           IDEX Great Companies - Technologysm (12)
                      (uu) Form of Plan for IDEX Great Companies - Global2 and
                           IDEX Gabelli Global Growth (14)
                      (vv) Form of Plan for IDEX JCC Growth & Income and IDEX
                           Munder Net50 (15)

                      (ww) Form of Plan for IDEX American Century International,
                           IDEX American Century Income & Growth and IDEX
                           Isabelle Small Cap Value

         (n)      Not applicable

         (o)      Reserved

         (p)      Code of Ethics
                  (1) IDEX Mutual Funds(12)
                  SUB-ADVISERS
                  ------------
                  (2) AEGON USA Investment Management, Inc. (12)
                  (3) Fred Alger Management, Inc. (12)
                  (4) C.A.S.E. Management, Inc. (12)
                  (5) Dean Investment Associates (12)
                  (6) Federated Investment Management Company (12)
                  (7) GE Asset Management Incorporated (12)
                  (8) Goldman Sachs Asset Management Inc. (12)
                  (9) Janus Capital Corporation (12)
                  (10)Luther King Capital Management Corporation (12)
                  (11)NWQ Investment Management Company, Inc. (12)
                  (12)Pilgrim Baxter & Associates, Ltd. (12)
                  (13)Salomon Brothers Asset Management Inc (12)
                  (14)Transamerica Investment Management, LLC (12)
                  (15) T. Rowe Price Associates, Inc. (12)
                  (16) Great Companies, L.L.C. (14)
                  (17) Munder Capital Management (16)

                  (18) American Century Investment Management, Inc. (17)
                  (19) Ironwood Capital Management, LLC (17)

-----------------------
(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
<PAGE>

(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)  Filed previously with Post-Effective Amendment No. 30 to Registration
     Statement filed on March 1, 1999 (File No. 33-2659).
(9)  Filed previously with Post-Effective Amendment No. 31 to Registration
     Statement filed on September 2, 1999 (File No. 33-2659).
(10) Filed previously with Post-Effective Amendment No. 33 to Registration
     Statement filed on December 17, 1999 (File No. 33-2659).
(11) Filed previously with Post-Effective Amendment No. 34 to Registration
     Statement filed on February 28, 2000 (File No. 33-2659).
(12) Filed previously with Post-Effective Amendment No. 35 to Registration
     Statement filed on March 31, 2000 (File No. 33-2659).
(13) Filed previously with Post-Effective Amendment No. 36 to Registration
     Statement filed on June 14, 2000 (File No. 33-2659).
(14) Filed previously with Post-Effective Amendment No. 37 to Registration
     Statement filed on June 16, 2000 (File No. 33-2659).
(15) Filed previously with Post-Effective Amendment No. 39 to Registration
     Statement filed on September 15, 2000 (File No. 33-2659).

(16) Filed previously with Post-Effective Amendment No. 40 to Registration
     Statement on December 1, 2000 (File No. 33-2659).
(17) To be filed by amendment.

ITEM 24  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
-------  -------------------------------------------------------------


     To the knowledge of the Registrant, IDEX GE 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 Federated Tax Exempt, IDEX Goldman Sachs
Growth, IDEX T. Rowe Price Dividend Growth, IDEX Salomon All Cap, IDEX Pilgrim
Baxter Mid Cap Growth, IDEX T. Rowe Price Small Cap, IDEX Pilgrim Baxter
Technology, IDEX GE U.S. Equity, IDEX Transamerica Small Company, IDEX
Transamerica Equity, IDEX Great Companies - Americasm , IDEX Great Companies -
Technologysm, IDEX Great Companies - Global2 , IDEX JCC Growth & Income, IDEX
Munder Net50, IDEX American Century International, IDEX American Century Income
& Growth and IDEX ISabelle Small Cap Value 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.


                                       6
<PAGE>

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 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 Federated Tax Exempt, IDEX Goldman Sachs Growth,
                  IDEX T. Rowe Price Dividend Growth, IDEX Salomon All Cap, IDEX
                  Pilgrim Baxter Mid Cap Growth, IDEX T. Rowe Price Small Cap,
                  IDEX Pilgrim Baxter Technology, IDEX GE U.S. Equity, IDEX
                  Transamerica Small Company, IDEX Transamerica Equity, IDEX
                  Great Companies - Americasm , IDEX Great Companies -
                  Technologysm, IDEX JCC Growth & Income IDEX Munder Net50, IDEX
                  American Century International, IDEX American Century Income &
                  Growth and IDEX Isabelle Small Cap Value.


         The only business of Idex Management, Inc. ("IMI") is to serve as the
investment adviser to each Fund of IDEX Mutual Funds.

                                      * * *

        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; and 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 is a Director of Janus Capital, and 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 is Vice President and Chief Operations Officer of Janus
Capital, and Director and President of Janus Service Corporation. Mark B.
Whiston is Vice President and Chief Marketing Officer of Janus Capital, and
Director and President of Janus Capital International, Ltd. Sandy R. Rufenacht
is 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 and Gregory S. Duch serves as Treasurer 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. 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.


                                       7
<PAGE>

                                      * * *

         GE Asset Management Incorporated ("GEAM") serves as sub-adviser for
IDEX GE International Equity and IDEX GE U.S. Equity. GEAM is a wholly-owned
subsidiary of General Electric Company ("GE"). The directors and executive
officers of GEAM 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; John J. Walker, 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 GEAM and its affiliates.

                                     * * *

         C.A.S.E. Management, Inc. ("C.A.S.E."), the 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.
The remaining officers are Robert G. Errigo, Investment Committee Board Member;
John Gordon, Investment Committee Board Member; Douglas Gordon, Senior Vice
President; Jeffrey C. Brewer, Senior Vice President; William Fagin, Senior Vice
President, Marketing; and Dexter Pierce, Vice President, Marketing. The business
addresses for each of the officers are 5355 Town Center Road, Suite 702, Boca
Raton, FL 33486; 16 Par La Vielle Road, Hamilton, Bermuda HM11; and 24 Juer
Street, London, SW11 4RF.

                                      * * *

         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, Chairman,
Chief Investment Officer; Michael C. Mendez (Dec. 1999, Scottsdale, AZ),
President; E. C. "Ted" Friedel, Jr., Managing Director; Kevin P. O' Brien
(Boston), Director; Jon D. Bosse, Managing Director and Director Equity
Research; James H. Galbreath (Denver), Managing Director; Mary-Gene Slaven,
Secretary/Treasurer & Managing Director; 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; Martin Pollack, Vice
President; Ronald R. Sternal (Minneapolis, MN), Vice President; John Severson
(Albuquerque, NM), Vice President; and Darcy Gratz, Vice President.

                                      * * *

         Luther King Capital Management Corporation, the sub-adviser to 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; Brent W. Clum; James B. Orser; William M. Uhlemeyer; J. Bryan
King; Gary G. Walsh; Steven R. Purvis; Michael J. Simon; Timothy E. Harris;
James J. Kerrigan; Alan D. Marshall; and Barbara S. Garcia, officers of Luther
King Capital Management Corporation, have no substantial business, profession,
vocation or employment other than their positions with Luther King Capital
Management Corporation.


                                       8
<PAGE>

                                      * * *

         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; John C.
Riazzi is President; Stephen M. Miller is Executive Vice President and Chief
Financial Officer; Arvind K. Sachdeva is Vice President and Director of
Research; Victor S. Curtis is Vice President and Director of Consulting
Services; and 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, is an Iowa corporation which was incorporated on April 12,
1989. AIMI became a registered investment adviser on March 16, 1992. AIMI is a
wholly-owned subsidiary 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"); Executive Vice President of
AEGON USA, Inc.; Chief Investment Officer of Diversified Financial Products
Inc.; Director of United Financial Services, Inc., Realty Information Systems,
Inc., AEGON USA Realty Advisors Inc., Southlife, Inc. and Quantra Corporation.
The remaining officers are 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 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 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


                                       9
<PAGE>

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


                                       10

<PAGE>

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 - 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 - Capital Market
Strategies 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 - Risk
Management 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'Brien, 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, 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 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, Monumental
Life Insurance Company; and Vice President of Money Services, Inc.; 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. Hansen, 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 J. Beman, Vice President of AIMI;
Michael B. Simpson, Senior 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 A.
Smedley, Vice President of AIMI; Ashok K. Chawla, Vice President of AIMI;
Sarvjeev S. Sidhu, Vice President of AIMI; Mark J. Zinkula, Vice President of
AIMI; James R. Landis, Vice President of AIMI; Craig M. Enright, 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.; Michael N.
Meese, Assistant Vice President of AIMI; Mary T. Pech, Assistant Vice President
of AIMI; Mark E. Dunn, Assistant Vice President of AIMI; Donna L. Heitzman,
Assistant Vice President of AIMI; Karen H. Fleming, Assistant Vice President of
AIMI; David Hopewell, Assistant Vice President of AIMI; M. Christina Galligan,
Assistant Vice President of AIMI; and Brian E. Rolland, Treasurer of AIMI.

                                     * * *

         Goldman Sachs Asset Management ("GSAM"), located at 32 Old Slip, New
York, New York, NY 10005, 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. The officers
are Virgil H. Cumming, Director, also serving as Managing Director and Chief
Investment Officer of Salomon Smith Barney, Inc., New York, NY; Ross S.
Margolies, Heath B. McLendon and Peter J. Wilby, Managing Directors; Wendy
Murdock, Executive Vice President of Solomon Smith Barney, Inc., New York, NY;
Jeffrey S. Scott, Chief Compliance Officer; Peter Carman, Global Chief
Investment Officer of Salomon Smith Barney Citi Asset Management; and Michael F.
Rosenbaum, Chief Legal Officer, also serving as Chief Legal Officer of Salomon
Brothers Asset Management Limited, London, England, and 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.

                                      * * *

         4. Robert L. Strickland, Director of T. Rowe, retired as Chairman of
Lowe's Companies, Inc., a retailer of specialty 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, is President of U.S. Monitor Corporation, a
provider of public response systems. Mr. Halbkat's address is P.O. Box 23109,
Hilton Head Island, SC 29925. Donald B. Hebb, Jr., Director of T. Rowe, is the
Managing General Partner

                                       11

<PAGE>

of ABS Capital Partners. Mr. Hebb's address is 0ne South Street, 25th Floor,
Baltimore, MD 21202. Richard L. Menschel, Director of T. Rowe, 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 NY 1000 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, NC 27104. Philip C. Walsh, Director of T.
Rowe, is a retired mining industry executive. Mr. Walsh's address is Pleasant
Valley, Peapack, NJ 07977. Anne Marie Whittemore, Director of T. Rowe, 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, VA 23219. The remaining
Officers are Edward C. Bernard, Director and Managing Director of T. Rowe;
Director and President of T. Rowe Price Insurance Agency, Inc. and T. Rowe Price
Investment Services; Director of T. Rowe Price Services, Inc. and Vice President
of TRP Distribution, Inc.; 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;
Vice President of Price-International, 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-International, 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-International, 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
and Vice President of T. Rowe Price Trust Company; M. David Testa, Vice-Chairman
of the Board, Director, Chief Investment Officer, and Managing Director of T.
Rowe; Chairman of the Board of Price-International; President and Director of T.
Rowe Price (Canada), Inc.; Director and Vice President of T. Rowe Price Trust
Company; and Director of TRPH Corporation; Martin G. Wade, Director and Managing
Director of T. Rowe and Director, Managing Director and Non-Executive Chairman
of Price International; 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.; Christopher D. Alderson, Managing Director of T. Rowe and Vice President
of Price International; 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 and Vice President of T. Rowe Price Trust Company; John H. Cammack,
Managing Director of T. Rowe; Vice President of T. Rowe Price Investment
Services, Inc. and Vice President of T. Rowe Price Trust Company; Gregory A.
McCrickard, Managing Director of T. Rowe; Vice President of T. Rowe Price Trust
Company; John R. Ford, Managing Director of T. Rowe and Chief Investment Officer
and Executive Vice President of Price International; Mary J. Miller, Managing
Director of T. Rowe; Charles A. Morris, Managing Director of T. Rowe; Nancy M.
Morris, Managing Director of T. Rowe; Vice President of Price International;
Vice President of T. Rowe Price Investment Services, Inc; Vice President of T.
Rowe Price Stable Asset Management, Inc. and Director and Vice President of T.
Rowe Price Trust Co.; George A. Murnaghan, Managing Director of T. Rowe;
Executive Vice President of Price-International; Vice President of T. Rowe Price
Investment Services, Inc., and T. Rowe Price Trust Company; Maria Nalywayko,
Managing Director of T. Rowe; 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

                                       12

<PAGE>

Director of T. Rowe; President and Director of TRPH Corporation; Vice President
of T. Rowe Price Retirement Plan Services, Inc., and T. Rowe Price Trust
Company; Robert W. Smith, Managing Director of T. Rowe; Vice President of
Price-International; William J. Stromberg, Managing Director of T. Rowe; Mark J.
Vaselkiv, Managing Director of T. Rowe; Vice President of T. Rowe Price Recovery
Fund Associates, Inc. and Vice President of T. Rowe Price Recovery Fund II
Associates, L.L.C.; and David J. L. Warren, Managing Director of T. Rowe and
Chief Executive Officer and President of Price International; Richard T.
Whitney, Managing Director of T. Rowe; Vice President of Price-International 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 and
IDEX Pilgrim Baxter Technology. 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.
The remaining officers are 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 Insurance Series Fund Inc.
and The PBHG Funds, Inc.; Eric C. Schnieder, Chief Financial Officer and
Treasurer of Pilgrim and Pilgrim Baxter Value Investors, Inc.; Chief Financial
Officer of PBHG Fund Services; and Trustee and Chief Financial Officer of PBHG
Fund Distributors; Amy S. Yuter, Chief Compliance Officer of Pilgrim, PBHG Fund
Distributors, and Pilgrim Baxter Value Investors, Inc.; and Director of NSCP, an
industry association; and John M. Zerr, General Counsel and Secretary of
Pilgrim, Pilgrim Baxter Value Investors, Inc., PBHG Fund Distributors, and PBHG
Fund Services; and 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.

                                      * * *

         Transamerica Investment Services, Inc., 1150 South Olive Street, Suite
2700, Los Angeles, California 90015 serves as sub-adviser to IDEX Transamerica
Small Company and IDEX Transamerica Equity. The officers are Thomas J. Cusack,
Director; and Senior Vice President to Transamerica Corporation, San Francisco,
CA; Richard H. Finn, Director; and Executive Vice President of Transamerica
Corporation, San Francisco, CA; Edgar H. Grubb, Director; and Senior Vice
President of Transamerica Corporation, San Francisco, CA; Frank C. Herringer,
Director; and Chairman of the Board, President and CEO of Transamerica
Corporation, San Francisco, CA; Susan R. Hughes, Vice President, CFO and
Secretary; Richard N. Latzer, President and CEO; Gary U. Rolle, Executive Vice
President; and Susan A. Silbert, Senior Vice President.

                                      * * *

         Great Companies, L.L.C., 8550 Ulmerton Road, Largo, Florida 33771,
serves as sub-adviser to IDEX Great Companies - Americasm, IDEX Great Companies
- Technologysm, and IDEX Great Companies - Global2. John R. Kenney, Director,
Chairman and Co-CEO, also serves as Director, Chairman and President of WRL
Investment Management, Inc., WRL Investment Services, Inc., and WRL Series Fund,
Inc.; Chairman, Trustee and Chief Executive Officer of IDEX Mutual Funds;
Director of Idex Management, Inc.; Chairman and Chief Executive Officer of
Western Reserve Life Assurance Co.(all of St. Petersburg, FL); Senior Vice
President of AEGON USA, Inc. (Cedar Rapids, IA); Chairman of Idex Investor
Services, Inc. (St. Petersburg, FL); James Hare Huguet, Director, President and
Co-CEO, also serves as Director and President of Great Companies, Inc., 300
Everett Road, Easton, CT; Alan F. Warrick, Director, also serves as Managing
Director of AEGON USA (Cedar Rapids, IA) and Western Reserve Life Assurance Co.
of Ohio (St. Petersburg, FL); Thomas R. Moriarty, Director, also serves as
President and Chief Executive Officer of Idex Investor Services, Inc.; Director,
President and Chief Executive Officer of Idex Management, Inc.; Senior Vice
President, Principal Financial Officer and Treasurer of IDEX Mutual Funds;
Chairman, Director, President and CEO of InterSecurities, Inc.; Vice President
of AFSG Securities, Inc.; and Vice President of Western Reserve Life Assurance
Co. of Ohio (all of St. Petersburg, FL); Jerome C. Vahl, Director, also serves
as Director and President of Western Reserve Life Assurance Co. of Ohio;
Director of Idex Investor Services, Inc., Idex Management, Inc., WRL Investment
Management, Inc. and WRL Investment Services, Inc. (all of St. Petersburg, FL);
and Gerald William Bollman,

                                       13

<PAGE>

Executive Vice President, also serves as Executive Vice President of Great
Companies, Inc., 300 Everett Road, Easton, CT. * * * Federated Investment
Management Company, Federated Investment Tower, Pittsburgh, PA 15222-3779,
sub-adviser to IDEX Federated Tax Exempt, is a registered investment adviser
under the Investment Advisers Act of 1940. It is a subsidiary of Federated
Investors, Inc.

         The sub-adviser serves as investment adviser to a number of investment
companies and private accounts. Total assets under management or administered by
the sub-adviser and other subsidiaries of Federated Investors are approximately
$170 billion. The Trustees of the sub-adviser, their position with the
sub-adviser, and, in parenthesis, their principal occupations are as follows: J.
Christopher Donahue, Trustee (President, Chief Executive Officer and Trustee,
Federated Investors, Inc.; President, Chief Executive Officer, Chief Operating
Officer and Trustee, Federated Investment Management Company; President, Chief
Executive Officer, Chief Operating Officer and Director, Federated Global
Investment Management Corp.; President, Chief Executive Officer and Chief
Operating Officer, Passport Research, Ltd.; Trustee, Federated Fonds - Service
GmbH [Germany], Federated International Holdings BV [The Netherlands], Federated
International Management Limited [Ireland] and Federated Shareholder Services
Company; Director, Federated Services Company); Thomas R. Donahue, Trustee
(Trustee, Vice President, Chief Financial Officer and Treasurer, Federated
Investors, Inc.; Trustee and Treasurer, Federated Investment Counseling,
Federated Administrative Services, Inc., Federated Global Investment Management
Corp., Federated Investment Management Company, Federated Investors Trust
Company, Federated Securities Corp., Federated Services Company, and Federated
Shareholder Services Company; President, FII Holdings, Inc.; Treasurer,
Federated Administrative Services and Passport Research, Ltd.); William D.
Dawson III (Trustee and Executive Vice President, Federated Global Investment
Management Corp; Executive Vice President, Federated Investment Management
Company, Federated Investment Counseling; Trustee, Federated Investors Trust
Company; Vice President, Federated Investors, Inc.); Henry A. Frantzen, Trustee
(Trustee and Executive Vice President, Federated Global Investment Management
Corp.; Executive Vice President, Federated Investment Management Company and
Federated Investment Counseling; Vice President, Federated Federated Investors,
Inc.); J. Thomas Madden, Trustee (Trustee and Executive Vice President,
Federated Global Investment Management Corp.; Executive Vice President,
Federated Investment Management Company and Federated Investment Counseling;
Vice President, Federated Investors, Inc.); Mark D. Olson, Trustee (Trustee,
Federated Investment Management Company, Federated Shareholder Services Company;
Partner, Wilson, Halbrook & Bayard, 107 W. Market Street, Georgetown, DE 19947).
The business address of the Trustees, with the exception of Mark D. Olson, is
Federated Investors Tower, Pittsburgh, PA 15222-3779.

         The remaining officers of the sub-adviser are J. Christopher Donahue,
President; William D. Dawson III; Henry A. Frantzen and J. Thomas Madden,
Executive Vice Presidents; Stephen F. Auth, Joseph M. Balestrino, David A.
Briggs, Jonathan C. Conley, Deborah A. Cunningham, Michael P. Donnelly, Linda A.
Duessel, Mark E. Durbiano, James E. Grefenstette, Jeffrey A. Kozemchak, Sandra
L. McInerney, Susan M. Nason, Mary Jo Ochson, Robert J. Ostrowski, Bernard J.
Picchi, Peter Vutz, Senior Vice Presidents; Todd A. Abraham, J. Scott Albrecht,
Arthur J. Barry, Randall S. Bauer, G. Andrew Bonnewell, Michael W. Casey, Robert
E. Cauley, Alexandre de Bethmann, B. Anthony Delserone, Jr., Donald T.
Ellenberger, Eamonn G. Folan, Kathleen M. Foody-Malus, Thomas M. Franks, Marc
Halperin, John W. Harris, Patricia L. Heagy, Susan R. Hill, William R. Jamison,
Constantine J. Kartsonas, Robert M. Kowit, Richard J. Lazarchic, Steve Lehman,
Marian R. Marinack, Christopher Matyszewski, William May, Joseph M. Natoli,
Jeffrey A. Petro, John P. Quatarolo, Keith Sabol, Ihab L. Salib, Frank Semack,
Aash M. Shah, Michael W. Sirianni, Jr., Christopher Smith, Edward J. Tiedge,
Timothy G. Trebilcock, Leonardo A. Vila, Paige M. Wilhelm, Richard M. Winkowski,
Jr., Lori Wolf, George Wright, Vice Presidents; Catherine A. Arendas, Angela A.
Auchey, Nancy J. Belz, Regina C. Clancy, James R. Crea, Jr., Karol M. Crummie,
Fred B. Crutchfield, James H. Davis II, Joseph DelVecchio, Paul S. Drotch,
Salvatore A. Esposito, John T. Gentry, David P. Gilmore, Nikola A. Ivanov, Carol
B. Kayworth, Nathan H. Kehm, John C. Kerber, J. Andrew Kirschler, Ted T. Lietz,
Sr., Monica Lugani, Grant K. McKay, Natalie F. Metz, Thomas Mitchell, Bob Nolte,
Mary Kay Pavuk, Rai Ann Rice, Roberto Sanchez-Dahl, Sr., Sarah Sathkumara, James
W. Schaub, John Sidawi, Diane R. Startari, Diane Tolby, Michael R. Tucker,
Steven J. Wagner, Assistant Vice Presidents; G. Andrew Bonnewell, Secretary, and
Thomas R. Donahue, Treasurer. The business address of each of the officers of
the sub-adviser is Federated Investors Tower, Pittsburgh, PA 15222-3779. These
individuals are also officers of some of the investment advisers to other mutual
funds.

                                      * * *

                                       14

<PAGE>

Gabelli Funds, L.L.C., One Corporate  Center, Rye, New York, serves as
sub-adviser to the IDEX Gabelli Global Growth fund. Mario J.Gabelli, Chairman
and Director/Trustee, also serves as Chairman, CEO, CIO and Director of Gabelli
Asset Management Inc. and Gabelli Group Capital Partners, Inc.; CEO and CIO of
GAMCO Investors, Inc.; Chairman and Director of Lynch Corp.; and Chairman and
CEO of Lynch Interactive Corp., 401 Theodore Fremd, Rye, New York 10580; CIO of
Gabelli Securities,  Inc.;  Director of Spinnaker Industries, Inc., 600 North
Pearl Street, Dallas, TX 75201; Director and CIO of Gabelli International II
Ltd., West Bay Road, Grand Cayman, BWI; President of MJG Associates, Inc.;
Chairman, Director and CIO of Gabelli International Limited; and President and
CIO of Gabelli Associates Limited, P.O. Box 20063, Cayside Galleries, Harbour
Drive, Grand Cayman, BWI; and CIO of Gabelli Multimedia Partners, L.P. Caesar
M.P.Bryan, Managing Director and Portfolio Manager, also serves as Portfolio
Manager of other funds; President and Portfolio Manager of Gabelli Gold Fund,
Inc.; and Senior Vice  President of GAMCO Investors, Inc. Marc J. Gabelli,
Managing  Director and Portfolio Manager, also serves as Vice President and
Portfolio Manger of GAMCO Investors, Inc.; Vice President Research of Gabelli &
Company, Inc.; Director of Gabelli Group Capital Partners, Inc.; President of
Gemini Capital  Management Ltd.,  Hamilton,  Bermuda; Portfolio Manager of the
Gabelli Global Growth Fund; and CIO of Gabelli Global Partners, L.P. and Gabelli
Global Partners, Ltd., Cayman Islands. Barbara G. Marcin, Senior Vice President
and Portfolio  Manager, also serves as Senior Vice President and Portfolio
Manager of GAMCO Investors, Inc., and as Portfolio Manager of Gabelli Blue Chip
Value Fund. A. Hartswell Woodson III, Managing Director and Portfolio Manager,
also serves as Vice President and Portfolio Manager of the Gabelli Global
Convertible  Securities Fund. James E. McKee, Secretary, also serves as Vice
President, General Counsel and Secretary of Gabelli Asset Management, Inc.,
GAMCO Investors, Inc., and Gabelli Group Capital Partners, Inc.; and as
Secretary of Gabelli Company, Inc., Gabelli Securities, Inc. and Gabelli
Advisers,  Inc. Henry G. Van der Eb, Jr., Senior Vice President and Portfolio
Manager,  also serves as Senior Vice President and Portfolio Manager of GAMCO
Investors, Inc. and President, CEO and Portfolio Manager of the Gabelli
Mathers Fund. Robert J. Reynolds, Vice President and Portfolio Manager, also
serves as Vice  President and Portfolio  Manager of GAMCO  Investors, Inc. Anne
E. Morrissy, Vice President and Portfolio Manager, also serves as Vice President
and Portfolio Manager of GAMCO Investors, Inc. and as Executive Vice President
of the Gabelli Mathers Funds.

                                      * * *

Munder Capital Management, 480 Pierce Street, Birmingham, MI 48009, serves as
sub-adviser to IDEX Munder Net50. James C. Robinson, Chief Executive Officer,
also serves as Vice President of The Munder Funds, Portfolio Manager for World
Asset Management, and Registered Representative for LPM Investment Services,
Inc.; Michael Thomas Monahan is Chairman and President; Terry Harley Gardner,
Vice President and Chief Financial Officer, also serves as Vice President and
Chief Financial Officer of Munder Capital Management, Inc. and World Asset
Management, LLC, Vice President and Treasurer of The Munder Funds; and Secretary
to the Board of LPM Investment Services, Inc.; Peter Glidden Root, Vice
President and Chief Investment Officer, is also a registered representative of
LPM Investment Services, Inc; Leonard J. Barr II, Sr. VP & Director of Core
Equity, also serves as Senior Vice President and Director of Research for Munder
Capital Management, Inc., Vice President of The Munder Funds, and Director of
LPM Investment Services, Inc.; and Geoffrey A. Wilson, Treasurer and Senior
Portfolio Manager, is also a Registered Representative for LPM Investment
Services, Inc.

                                      * * *


American Century Investment Management, Inc., 4500 Main Street, Kansas City, MO
64111, serves as sub-adviser to IDEX American Century International and IDEX
American Century Income & Growth. James Evans Stowers, Jr. is Director, CEO and
Stockholder; James Evans Stowers is Director, CEO and Portfolio Manager; William
McClellan Lyons is Executive Vice President and COO; Robert T. Jackson is CFO;
David C. Tucker is CLO and Senior Vice President; Robert C. Puff is President;
Harold S. Bradley is Vice President; Paul Adam Ehrhardt is Senior Vice
President; William E. Koehler is Vice President and Investment Liason; John A.
Lopez is Vice President; Mark L. Mallon is Senior Vice President & Portfolio
Manager; and Randall W. Merk is Senior Vice President & Portfolio Manager.

                                      * * *

Ironwood Capital Management, L.L.C., 21 Custom House Street, Suite 240, Boston
MA 02110, serves as sub-adviser to IDEX Isabelle Small Cap Value. Warren J.
Isabelle is Manager & Chief Investment Officer; Richard L. Droster is Executive
V.P./Director of Marketing; Donald Collins is Senior Portfolio Manager; and Gary
S. Saks is Vice President


                                       15

<PAGE>


 - Administration and Chief Operating Officer.

ITEM 27 PRINCIPAL UNDERWRITER (EFFECTIVE 3-1-01, THE UNDERWRITER WILL BE CHANGED
TO AFSG SECURITIES CORPORATION AND THE RELATIVE INFORMATION WILL BE FILED AT
THAT TIME).


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>
William H. Geiger            Director and Secretary                          Vice President and Assistant
                                                                             Secretary

Thomas R. Moriarty           Chairman, Director,                             Senior Vice President, Treasurer and
                             President and Chief Executive Officer           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

William G. Cummings          Vice President and Treasurer                    N/A

Frank Wollett                Assistant Vice President                        N/A

Kenneth W. Marlow            Vice President                                  N/A

Kimberly Scouller            Vice President and Senior Counsel               N/A

Michael V. Williams          Vice President                                  N/A

Kristy L. Dowd               Vice President - Project Development            N/A

Terry L. Garvin              Director & 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

Jennifer Gonzales            Assistant Vice President - Operations           N/A

Donna Craft                  Assistant Vice President                        N/A

Michael Lane                 Assistant Vice President                        N/A

Scott M. Lenhart             Assistant Vice President                        N/A

Teresa Rooney                Vice President & Counsel                        N/A
</TABLE>


                                       16
<PAGE>

Scott Russell                Assistant Vice President                        N/A

Diane Rogers                 Assistant Vice President                        N/A

Heather L. Doudna            Assistant Secretary & Associate Counsel         N/A

Greg Limardi                 Vice President                                  N/A

Christopher M. Aiello        Assistant Secretary & Associate Counsel         N/A

Stuart Walsky                Assistant Vice President                        N/A

Duncan H. Cameron            Assistant Vice President                        N/A

Tracey Evans                 Assistant Secretary                             N/A

Jayne Flood                  Assistant Secretary                             N/A

Kristina Mackowiak           Assistant Secretary                             N/A

Carol Ann MacLean            Assistant Vice President & Assistant Secretary  N/A

Laura Hunt                   Assistant Secretary                             N/A

Carlene Endick               Assistant Vice President                        N/A

Gerald B. Lax                Assistant Vice President & Associate Counsel    N/A


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, State
             Street Bank & Trust Company, 801 Pennsylvania, Kansas City, MO
             64105.

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, GEAM, Janus Capital,
C.A.S.E., NWQ, Luther King, Dean Investment, AEGON Management GSAM, T. Rowe
Price, SBAM, Pilgrim, Transamerica Great Companies and Federated pursuant to the
Management and Investment Advisory Agreements, the Investment Counsel
Agreements, the Administrative Services Agreements and the Underwriting
Agreement.

                                       17

<PAGE>

ITEM 30  UNDERTAKINGS

                 Not applicable


                                       18
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, IDEX Mutual Funds, has duly
caused this Post-Effective Amendment No. 41 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 the 15th day of December, 2000.


                                IDEX Mutual Funds

                                By: /S/ JOHN R. KENNEY
                                -----------------------------------------
                                        John R. Kenney
                                        Chairman 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. 41 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, Trustee & CEO              December 15, 2000
-------------------------------------
John R. Kenney

  /S/ PATRICK S. BAIRD                     President and Trustee                December 15, 2000
--------------------------------------     (Principal Executive Officer)
Patrick S. Baird*


 /S/ THOMAS R. MORIARTY                    Senior Vice President                December 15, 2000
--------------------------------           Treasurer and Principal
Thomas R. Moriarty                         Financial Officer


 /S/ CHRISTOPHER G. ROETZER                Vice President, Assistant            December 15, 2000
--------------------------------           Treasurer and Principal
Christopher G. Roetzer                     Accounting Officer


 /S/ PETER R. BROWN                        Trustee                              December 15, 2000
------------------------------------
Peter R. Brown *

 /S/ DANIEL CALABRIA                       Trustee                              December 15, 2000
------------------------------------
Daniel Calabria *

 /S/ JAMES L. CHURCHILL                    Trustee                              December 15, 2000
----------------------------------
James L. Churchill *
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

<S>                                        <C>                                  <C>
 /S/ CHARLES C. HARRIS                     Trustee                              December 15, 2000
-------------------------------------
Charles C. Harris*

 /S/ WILLIAM W. SHORT, JR.                 Trustee                              December 15, 2000
----------------------------------
William W. Short, Jr. *

 /S/ JACK E. ZIMMERMAN                     Trustee                              December 15, 2000
--------------------------------
Jack E. Zimmerman *
</TABLE>




 /S/ JOHN K. CARTER
----------------------------------
*Signed by John K. Carter
 Attorney in Fact


<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints JOHN K. CARTER and THOMAS E. PIERPAN, and each of them,
severally, his true and lawful attorneys and agents in his name, place and stead
and on his behalf (a) to sign and cause to be filed registration statements of
IDEX Mutual Funds under the Securities Act of 1933 and the Investment Company
Act of 1940, and all amendments, consents and exhibits thereto; (b) to withdraw
such statements or any amendments or exhibits and make requests for acceleration
in connection therewith; (c) to take all other action of whatever kind or nature
in connection with such registration statements which said attorneys may deem
advisable; and (d) to make, file, execute, amend and withdraw documents of every
kind, and to take other action of whatever kind they may elect, for the purpose
of complying with the laws of any state relating to the sale of securities of
the Fund, hereby ratifying and confirming all actions of any of said attorneys
and agents hereunder. Said attorneys or agents may act jointly or severally, and
the action of one shall bind the undersigned as fully as if two or more had
acted together.

                                                  /S/ PATRICK S. BAIRD
                                                  -----------------------------
                                                  Patrick S. Baird
                                                  Trustee and President

                                                  DECEMBER 13, 1999
                                                  -----------------------------
                                                              Date

<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints JOHN K. CARTER and THOMAS E. PIERPAN, and each of them,
severally, his true and lawful attorneys and agents in his name, place and stead
and on his behalf (a) to sign and cause to be filed registration statements of
IDEX Mutual Funds under the Securities Act of 1933 and the Investment Company
Act of 1940, and all amendments, consents and exhibits thereto; (b) to withdraw
such statements or any amendments or exhibits and make requests for acceleration
in connection therewith; (c) to take all other action of whatever kind or nature
in connection with such registration statements which said attorneys may deem
advisable; and (d) to make, file, execute, amend and withdraw documents of every
kind, and to take other action of whatever kind they may elect, for the purpose
of complying with the laws of any state relating to the sale of securities of
the Fund, hereby ratifying and confirming all actions of any of said attorneys
and agents hereunder. Said attorneys or agents may act jointly or severally, and
the action of one shall bind the undersigned as fully as if two or more had
acted together.

                                                  /S/ PETER R. BROWN
                                                  --------------------------
                                                  Peter R. Brown
                                                   Trustee

                                                  DECEMBER 13, 1999
                                                  -----------------------------
                                                            Date

<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints JOHN K. CARTER and THOMAS E. PIERPAN, and each of them,
severally, his true and lawful attorneys and agents in his name, place and stead
and on his behalf (a) to sign and cause to be filed registration statements of
IDEX Mutual Funds under the Securities Act of 1933 and the Investment Company
Act of 1940, and all amendments, consents and exhibits thereto; (b) to withdraw
such statements or any amendments or exhibits and make requests for acceleration
in connection therewith; (c) to take all other action of whatever kind or nature
in connection with such registration statements which said attorneys may deem
advisable; and (d) to make, file, execute, amend and withdraw documents of every
kind, and to take other action of whatever kind they may elect, for the purpose
of complying with the laws of any state relating to the sale of securities of
the Fund, hereby ratifying and confirming all actions of any of said attorneys
and agents hereunder. Said attorneys or agents may act jointly or severally, and
the action of one shall bind the undersigned as fully as if two or more had
acted together.

                                                  /S/ DANIEL CALABRIA
                                                  -----------------------------
                                                  Daniel Calabria
                                                   Trustee

                                                  DECEMBER 13, 1999
                                                  -----------------------------
                                                             Date
<PAGE>


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints JOHN K. CARTER and THOMAS E. PIERPAN, and each of them,
severally, his true and lawful attorneys and agents in his name, place and stead
and on his behalf (a) to sign and cause to be filed registration statements of
IDEX Mutual Funds under the Securities Act of 1933 and the Investment Company
Act of 1940, and all amendments, consents and exhibits thereto; (b) to withdraw
such statements or any amendments or exhibits and make requests for acceleration
in connection therewith; (c) to take all other action of whatever kind or nature
in connection with such registration statements which said attorneys may deem
advisable; and (d) to make, file, execute, amend and withdraw documents of every
kind, and to take other action of whatever kind they may elect, for the purpose
of complying with the laws of any state relating to the sale of securities of
the Fund, hereby ratifying and confirming all actions of any of said attorneys
and agents hereunder. Said attorneys or agents may act jointly or severally, and
the action of one shall bind the undersigned as fully as if two or more had
acted together.

                                                  /S/ JAMES L.CHURCHILL
                                                  -----------------------------
                                                  James L. Churchill
                                                   Trustee

                                                  DECEMBER 13, 1999
                                                  -----------------------------
                                                               Date
<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints JOHN K. CARTER and THOMAS E. PIERPAN, and each of them,
severally, his true and lawful attorneys and agents in his name, place and stead
and on his behalf (a) to sign and cause to be filed registration statements of
IDEX Mutual Funds under the Securities Act of 1933 and the Investment Company
Act of 1940, and all amendments, consents and exhibits thereto; (b) to withdraw
such statements or any amendments or exhibits and make requests for acceleration
in connection therewith; (c) to take all other action of whatever kind or nature
in connection with such registration statements which said attorneys may deem
advisable; and (d) to make, file, execute, amend and withdraw documents of every
kind, and to take other action of whatever kind they may elect, for the purpose
of complying with the laws of any state relating to the sale of securities of
the Fund, hereby ratifying and confirming all actions of any of said attorneys
and agents hereunder. Said attorneys or agents may act jointly or severally, and
the action of one shall bind the undersigned as fully as if two or more had
acted together.

                                                  /S/ CHARLES C. HARRIS
                                                  ---------------------------
                                                  Charles C. Harris
                                                   Trustee

                                                  DECEMBER 13, 1999
                                                  -----------------------------
                                                               Date

<PAGE>


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints JOHN K. CARTER and THOMAS E. PIERPAN, and each of them,
severally, his true and lawful attorneys and agents in his name, place and stead
and on his behalf (a) to sign and cause to be filed registration statements of
IDEX Mutual Funds under the Securities Act of 1933 and the Investment Company
Act of 1940, and all amendments, consents and exhibits thereto; (b) to withdraw
such statements or any amendments or exhibits and make requests for acceleration
in connection therewith; (c) to take all other action of whatever kind or nature
in connection with such registration statements which said attorneys may deem
advisable; and (d) to make, file, execute, amend and withdraw documents of every
kind, and to take other action of whatever kind they may elect, for the purpose
of complying with the laws of any state relating to the sale of securities of
the Fund, hereby ratifying and confirming all actions of any of said attorneys
and agents hereunder. Said attorneys or agents may act jointly or severally, and
the action of one shall bind the undersigned as fully as if two or more had
acted together.

                                                  /S/  WILLIAM W. SHORT, JR.
                                                  ----------------------------
                                                  William W. Short, Jr.
                                                   Trustee

                                                  DECEMBER 13, 1999
                                                  -----------------------------
                                                               Date

<PAGE>


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints JOHN K. CARTER and THOMAS E. PIERPAN, and each of them,
severally, his true and lawful attorneys and agents in his name, place and stead
and on his behalf (a) to sign and cause to be filed registration statements of
IDEX Mutual Funds under the Securities Act of 1933 and the Investment Company
Act of 1940, and all amendments, consents and exhibits thereto; (b) to withdraw
such statements or any amendments or exhibits and make requests for acceleration
in connection therewith; (c) to take all other action of whatever kind or nature
in connection with such registration statements which said attorneys may deem
advisable; and (d) to make, file, execute, amend and withdraw documents of every
kind, and to take other action of whatever kind they may elect, for the purpose
of complying with the laws of any state relating to the sale of securities of
the Fund, hereby ratifying and confirming all actions of any of said attorneys
and agents hereunder. Said attorneys or agents may act jointly or severally, and
the action of one shall bind the undersigned as fully as if two or more had
acted together.

                                                  /S/ JACK E. ZIMMERMAN
                                                  ---------------------------
                                                  Jack E. Zimmerman
                                                   Trustee

                                                  DECEMBER 13, 1999
                                                  -----------------------------
                                                               Date


<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                               EXHIBITS FILED WITH

                       POST-EFFECTIVE AMENDMENT NO. 41 TO

                            REGISTRATION STATEMENT ON

                                    FORM N-1A

                                IDEX MUTUAL FUNDS

                            REGISTRATION NO. 33-2659


<PAGE>


                                  EXHIBIT INDEX

EXHIBIT NUMBER                DESCRIPTION OF EXHIBIT
--------------                ----------------------

23(d)(1)(pp)                  Form of Investment Advisory Agreement for IDEX
                              American Century International, IDEX American
                              Century Income & Growth and IDEX Isabelle Small
                              Cap Value
23(d)(2)(ww)                  Form of Sub-Advisory Agreement for IDEX American
                              Century International, IDEX American Century
                              Income & Growth and IDEX Isabelle Small Cap Value
23(d)(2)(xx)                  Form of Sub-Advisory Agreement for IDEX Isabelle
                              Small Cap Value
23(h)(2)(l)                   Form of Administrative Services Agreement for IDEX
                              American Century International, IDEX American
                              Century Income & Growth and IDEX Isabelle Small
                              Cap Value
23(m)(1)(2)(3)(4)(ww)         Plans of Distribution




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