Exhibit 99.M
Exhibits 23(m)(1)(uu), (2)(uu), (3)(uu), (4)(uu)
Forms of Plans of Distributions
<PAGE>
Form of
CLASS A SHARES
IDEX MUTUAL FUNDS
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX Mutual Funds (the "Trust") is registered under the Investment
Company Act of 1940, as amended ("1940 Act"), as an open-end management
investment company, and offers for public sale shares of beneficial interest;
WHEREAS, the Trust desires to adopt a Plan of Distribution ("Plan") pursuant to
Rule 12b-1 under the 1940 Act applicable to the Class A shares of each fund
(each a "Fund," collectively, the "Funds") listed on Schedule A hereto, each a
series of shares of the Trust; and
WHEREAS, the Trust has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Trust during the
continuous offering of its shares.
NOW THEREFORE, the Trust hereby adopts this Plan with respect to the Class A
shares of the Fund in accordance with Rule 12b-1 under the 1940 Act.
1. (A) The Fund is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Fund's Class A shares, a distribution
fee at the rate of up to 0.35% on an annualized basis of the average
daily net assets of the Fund's Class A shares. Such fee shall be
calculated and accrued daily and paid quarterly or at such other
intervals as the Trust and ISI shall agree.
(B) The Fund is authorized to pay ISI, as compensation for ISI's
services as Distributor of the Fund's Class A shares, a service fee at
the rate of up to 0.25% on an annualized basis of the average daily net
assets of the Fund's Class A shares. Such fee shall be calculated and
accrued daily and paid quarterly or at such other intervals as the
Trust and ISI shall agree.
(C) To the extent the sum of any service fee paid under Paragraph 1(B)
plus the distribution fee paid under paragraph 1(A) would otherwise
exceed such maximum rate of 0.35%, the distribution fee paid under
paragraph 1(A) shall be reduced pro tanto so that such maximum rate is
not exceeded.
(D) The Fund may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively,
of this Plan, in either case as agreed upon by the Trust and ISI and as
approved in the manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class A shares of the Fund, ISI may spend such amounts
as it deems appropriate on any activities or expenses primarily intended to
result in the sale of the Class A shares of the Fund or the servicing and/or
maintenance of Class A shareholder accounts, including, but not limited to:
compensation to employees of ISI; compensation to and expenses, including
overhead and telephone expenses, of ISI and other selected dealers who engage in
or support the distribution of shares or who service shareholder accounts; the
costs of printing and distributing prospectuses, statements of additional
information and reports for other than existing shareholders; and the costs of
preparing, printing and distributing sales literature and advertising materials.
3. This Plan shall not take effect unless it first has been approved by a vote
of a majority of the outstanding voting securities of the Class A shares of the
Fund.
4. This Plan shall not take effect with respect to the Class A shares of the
Fund unless it first has been approved, together with any related agreements, by
votes of a majority of both (a) the Board and (b) those
<PAGE>
Trustees of the Trust who are not "interested persons" of the Trust and have no
direct or indirect financial interest in the operation of this Plan or any
agreements related thereto ("Independent Trustees"), cast in person at a meeting
or (meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class A shares of the
Fund for so long as such continuance is specifically approved at least annually
in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any activities
in connection with ISI's performance of its obligations under this Plan or the
Underwriting Agreement that are not deemed "service activities." "Service
activities" shall mean activities in connection with the provision by ISI or
other entity of personal service and/or the maintenance of shareholder accounts
with respect to the Class A shares of the Fund, within the meaning of the
definition of "service fee" for purposes of Section 2830(b) (formerly Section
26(d)) of the Rules of Fair Practice of the National Association of Securities
Dealers, Inc. Overhead and other expenses of ISI related to its "distribution
activities" or "service activities," including telephone and other
communications expenses, may be included in the information regarding amounts
expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of a
majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class A shares of the Fund.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class A shares of the
Fund, and no material amendment to the Plan shall be made unless approved in the
manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Fund to ISI under paragraph 1 hereof
and the Underwriting Agreement is not related directly to expenses incurred by
ISI on behalf of the Fund in serving as Distributor of the Class A shares, and
paragraph 2 hereof and the Underwriting Agreement do not obligate the Trust to
reimburse ISI for such expenses. The fees set forth in paragraph 1 hereof will
be paid by the Fund to ISI unless and until either the Plan or the Underwriting
Agreement is terminated or not renewed with respect to the Class A shares. If
either the Plan or the Underwriting Agreement is terminated or not renewed with
respect to the Class A shares, any distribution expenses incurred by ISI on
behalf of the Class A shares of the Fund in excess of the payments of the fees
specified in paragraph 1 hereof and the Underwriting Agreement which ISI has
received or accrued through the termination date are the sole responsibility and
liability of ISI, and are not obligations of the Trust.
10. While this Plan is in effect, the selection and nomination of Trustees who
are not interested persons of the Trust shall be committed to the discretion of
the Trustees who are not interested persons of the Trust.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Trust shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Trust has executed this Plan of Distribution on the day
and year set forth below in St. Petersburg, Florida.
<PAGE>
Dated as of March 1, 2000
ATTEST: IDEX MUTUAL FUNDS
/s/ John K. Carter By: /s/ John R. Kenney
---------------------------------- ----------------------------
John K. Carter, Secretary John R. Kenney
Trustee and Chairman
<PAGE>
Schedule A
Participating Funds as of September 1, 2000
-------------------------------------------
IDEX GE U.S. Equity
IDEX Pilgrim Baxter Technology
IDEX Transamerica Small Company
IDEX Transamerica Equity
IDEX Great Companies - America (sm)
IDEX Great Companies - Technology (sm)
IDEX Great Companies - Global(2)
IDEX Gabelli Global Growth
DISTPLANCLSC.DOC
<PAGE>
Form of
CLASS B SHARES
IDEX MUTUAL FUNDS
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX Mutual Funds (the "Trust") is registered under the Investment
Company Act of 1940, as amended ("1940 Act"), as an open-end management
investment company, and offers for public sale shares of beneficial interest;
WHEREAS, the Trust desires to adopt a Plan of Distribution ("Plan") pursuant to
Rule 12b-1 under the 1940 Act applicable to the Class B shares of each fund
(each a "Fund," collectively, the "Funds") listed on Schedule A hereto, each a
series of shares of the Trust; and
WHEREAS, the Trust has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Trust during the
continuous offering of its shares.
NOW THEREFORE, the Trust hereby adopts this Plan with respect to the Class B
shares of the Fund in accordance with Rule 12b-1 under the 1940 Act.
1. (A) The Fund is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Fund's Class B shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average
daily net assets of the Fund's Class B shares. Such fee shall be
calculated and accrued daily and paid quarterly or at such other
intervals as the Trust and ISI shall agree.
(B) The Fund is authorized to pay ISI, as compensation for ISI's
services as Distributor of the Fund's Class B shares, a service fee at
the rate of up to 0.25% on an annualized basis of the average daily net
assets of the Fund's Class B shares. Such fee shall be calculated and
accrued daily and paid quarterly or at such other intervals as the
Trust and ISI shall agree.
(C) The total fees payable under this Plan by the Fund with respect to
Class B shares shall not exceed the maximum rate of 1.00% on an annual
basis of the average daily net assets of the Fund's Class B shares.
(D) The Fund may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively,
of this Plan, in either case as agreed upon by the Trust and ISI and as
approved in the manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class B shares of the Fund, ISI may spend such amounts
as it deems appropriate on any activities or expenses primarily intended to
result in the sale of the Class B shares of the Fund or the servicing and/or
maintenance of Class B shareholder accounts, including, but not limited to:
compensation to employees of ISI; compensation to and expenses, including
overhead and telephone expenses, of ISI and other selected dealers who engage in
or support the distribution of shares or who service shareholder accounts; the
costs of printing and distributing prospectuses, statements of additional
information and reports for other than existing shareholders; and the costs of
preparing, printing and distributing sales literature and advertising materials.
3. This Plan shall not take effect unless it first has been approved by a vote
of a majority of the outstanding voting securities of the Class B shares of the
Fund.
4. This Plan shall not take effect with respect to the Class B shares of the
Fund unless it first has been approved, together with any related agreements, by
votes of a majority of both (a) the Board and (b) those Trustees of the Trust
who are not "interested persons" of the Trust and have no direct or indirect
financial interest in the operation of this Plan or any agreements related
thereto ("Independent Trustees"), cast in person at a
<PAGE>
meeting or (meetings) called for the purpose of voting on such approval; and
until the Trustees who approve the Plan's taking effect have reached the
conclusion required by Rule 12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class B shares of the
Fund for so long as such continuance is specifically approved at least annually
in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any activities
in connection with ISI's performance of its obligations under this Plan or the
Underwriting Agreement that are not deemed "service activities." "Service
activities" shall mean activities in connection with the provision by ISI or
other entity of personal service and/or the maintenance of shareholder accounts
with respect to the Class B shares of the Fund, within the meaning of the
definition of "service fee" for purposes of Section 2830(b) (formerly Section
26(d)) of the Rules of Fair Practice of the National Association of Securities
Dealers, Inc. Overhead and other expenses of ISI related to its "distribution
activities" or "service activities," including telephone and other
communications expenses, may be included in the information regarding amounts
expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of a
majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class B shares of the Fund.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class B shares of the
Fund, and no material amendment to the Plan shall be made unless approved in the
manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Fund to ISI under paragraph 1 hereof
and the Underwriting Agreement is not related directly to expenses incurred by
ISI on behalf of the Fund in serving as Distributor of the Class B shares, and
paragraph 2 hereof and the Underwriting Agreement do not obligate the Trust to
reimburse ISI for such expenses. The fees set forth in paragraph 1 hereof will
be paid by the Fund to ISI unless and until either the Plan or the Underwriting
Agreement is terminated or not renewed with respect to the Class B shares. If
either the Plan or the Underwriting Agreement is terminated or not renewed with
respect to the Class B shares, any distribution expenses incurred by ISI on
behalf of the Class B shares of the Fund in excess of the payments of the fees
specified in paragraph 1 hereof and the Underwriting Agreement which ISI has
received or accrued through the termination date are the sole responsibility and
liability of ISI, and are not obligations of the Trust.
10. While this Plan is in effect, the selection and nomination of Trustees who
are not interested persons of the Trust shall be committed to the discretion of
the Trustees who are not interested persons of the Trust.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Trust shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
<PAGE>
IN WITNESS WHEREOF, the Trust has executed this Plan of Distribution on the day
and year set forth below in St. Petersburg, Florida.
Dated as of March 1, 2000
ATTEST: IDEX MUTUAL FUNDS
/s/ John K. Carter By: /s/ John R. Kenney
--------------------------------------- ----------------------------
John K. Carter, Secretary John R. Kenney
Trustee and Chairman
<PAGE>
Schedule A
Participating Funds as of September 1, 2000
-------------------------------------------
IDEX GE U.S. Equity
IDEX Pilgrim Baxter Technology
IDEX Transamerica Small Company
IDEX Transamerica Equity
IDEX Great Companies - America (sm)
IDEX Great Companies - Technology (sm)
IDEX Great Companies - Global(2)
IDEX Gabelli Global Growth
DISTPLANCLSC.DOC
<PAGE>
Form of
CLASS C SHARES
IDEX MUTUAL FUNDS
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX Mutual Funds (the "Trust") is registered under the Investment
Company Act of 1940, as amended ("1940 Act"), as an open-end management
investment company, and offers for public sale shares of beneficial interest;
WHEREAS, the Trust desires to adopt a Plan of Distribution ("Plan") pursuant to
Rule 12b-1 under the 1940 Act applicable to the Class C shares of each fund
(each a "Fund," collectively, the "Funds") listed on Schedule A hereto, each a
series of shares of the Trust; and
WHEREAS, the Trust has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Trust during the
continuous offering of its shares.
NOW THEREFORE, the Trust hereby adopts this Plan with respect to the Class C
shares of the Fund in accordance with Rule 12b-1 under the 1940 Act.
1. (A) The Fund is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Fund's Class C shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average
daily net assets of the Fund's Class C shares. Such fee shall be
calculated and accrued daily and paid quarterly or at such other
intervals as the Trust and ISI shall agree.
(B) The Fund is authorized to pay ISI, as compensation for ISI's
services as Distributor of the Fund's Class C shares, a service fee at
the rate of up to 0.25% on an annualized basis of the average daily net
assets of the Fund's Class C shares. Such fee shall be calculated and
accrued daily and paid quarterly or at such other intervals as the
Trust and ISI shall agree.
(C) The total fees payable under this Plan by the Fund with respect to
its Class C shares shall not exceed the maximum rate of 1.00% on an
annual basis of the average daily net assets of the Fund's Class C
shares. To the extent the sum of any service fee paid under Paragraph
1(B) plus the distribution fee paid under paragraph 1(A) would
otherwise exceed such maximum rate of 1.00%, the distribution fee paid
under paragraph 1(A) shall be reduced pro tanto so that such maximum
rate is not exceeded.
(D) The Fund may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively,
of this Plan, in either case as agreed upon by the Trust and ISI and as
approved in the manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class C shares of the Fund, ISI may spend such amounts
as it deems appropriate on any activities or expenses primarily intended to
result in the sale of the Class C shares of the Fund or the servicing and/or
maintenance of Class C shareholder accounts, including, but not limited to:
compensation to employees of ISI; compensation to and expenses, including
overhead and telephone expenses, of ISI and other selected dealers who engage in
or support the distribution of shares or who service shareholder accounts; the
costs of printing and distributing prospectuses, statements of additional
information and reports for other than existing shareholders; and the costs of
preparing, printing and distributing sales literature and advertising materials.
3. This Plan shall not take effect unless it first has been approved by a vote
of a majority of the outstanding voting securities of the Class C shares of the
Fund.
<PAGE>
4. This Plan shall not take effect with respect to the Class C shares of the
Fund unless it first has been approved, together with any related agreements, by
votes of a majority of both (a) the Board and (b) those Trustees of the Trust
who are not "interested persons" of the Trust and have no direct or indirect
financial interest in the operation of this Plan or any agreements related
thereto ("Independent Trustees"), cast in person at a meeting or (meetings)
called for the purpose of voting on such approval; and until the Trustees who
approve the Plan's taking effect have reached the conclusion required by Rule
12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class C shares of the
Fund for so long as such continuance is specifically approved at least annually
in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any activities
in connection with ISI's performance of its obligations under this Plan or the
Underwriting Agreement that are not deemed "service activities." "Service
activities" shall mean activities in connection with the provision by ISI or
other entity of personal service and/or the maintenance of shareholder accounts
with respect to the Class C shares of the Fund, within the meaning of the
definition of "service fee" for purposes of Section 2830(b) (formerly Section
26(d)) of the Rules of Fair Practice of the National Association of Securities
Dealers, Inc. Overhead and other expenses of ISI related to its "distribution
activities" or "service activities," including telephone and other
communications expenses, may be included in the information regarding amounts
expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of a
majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class C shares of the Fund.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class C shares of the
Fund, and no material amendment to the Plan shall be made unless approved in the
manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Fund to ISI under paragraph 1 hereof
and the Underwriting Agreement is not related directly to expenses incurred by
ISI on behalf of the Fund in serving as Distributor of the Class C shares, and
paragraph 2 hereof and the Underwriting Agreement do not obligate the Trust to
reimburse ISI for such expenses. The fees set forth in paragraph 1 hereof will
be paid by the Fund to ISI unless and until either the Plan or the Underwriting
Agreement is terminated or not renewed with respect to the Class C shares. If
either the Plan or the Underwriting Agreement is terminated or not renewed with
respect to the Class C shares, any distribution expenses incurred by ISI on
behalf of the Class C shares of the Fund in excess of the payments of the fees
specified in paragraph 1 hereof and the Underwriting Agreement which ISI has
received or accrued through the termination date are the sole responsibility and
liability of ISI, and are not obligations of the Trust.
10. While this Plan is in effect, the selection and nomination of Trustees who
are not interested persons of the Trust shall be committed to the discretion of
the Trustees who are not interested persons of the Trust.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Trust shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
<PAGE>
IN WITNESS WHEREOF, the Trust has executed this Plan of Distribution on the day
and year set forth below in St. Petersburg, Florida.
Dated as of March 1, 2000
ATTEST: IDEX MUTUAL FUNDS
/s/ John K. Carter By: /s/ John R. Kenney
---------------------------------------- ----------------------------
John K. Carter, Secretary John R. Kenney
Trustee and Chairman
<PAGE>
Schedule A
Participating Funds as of September 1, 2000
-------------------------------------------
IDEX GE U.S. Equity
IDEX Pilgrim Baxter Technology
IDEX Transamerica Small Company
IDEX Transamerica Equity
IDEX Great Companies - America(sm)
IDEX Great Companies - Technology(sm)
IDEX Great Companies - Global(2)
IDEX Gabelli Global Growth
DISTPLANCLSC.DOC
<PAGE>
Form of
CLASS M SHARES
IDEX MUTUAL FUNDS
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX Mutual Funds (the "Trust") is registered under the Investment
Company Act of 1940, as amended ("1940 Act"), as an open-end management
investment company, and offers for public sale shares of beneficial interest;
WHEREAS, the Trust desires to adopt a Plan of Distribution ("Plan") pursuant to
Rule 12b-1 under the 1940 Act applicable to the Class M shares of each fund (the
"Fund") listed on Schedule A hereto, each a series of shares of the Trust; and
WHEREAS, the Trust has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Trust during the
continuous offering of its shares.
NOW THEREFORE, the Trust hereby adopts this Plan with respect to the Class M
shares of the Fund in accordance with Rule 12b-1 under the 1940 Act.
1. (A) The Fund is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Fund's Class M shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average
daily net assets of the Fund's Class M shares. Such fee shall be
calculated and accrued daily and paid quarterly or at such other
intervals as the Trust and ISI shall agree.
(B) The Fund is authorized to pay ISI, as compensation for ISI's
services as Distributor of the Fund's Class M shares, a service fee at
the rate of up to 0.25% on an annualized basis of the average daily net
assets of the Fund's Class M shares. Such fee shall be calculated and
accrued daily and paid quarterly or at such other intervals as the
Trust and ISI shall agree.
(C) The total fees payable under this Plan by the Fund with respect to
its Class M shares shall not exceed the maximum rate of 1.00% on an
annual basis of the average daily net assets of the Fund's Class M
shares. To the extent the sum of any service fee paid under Paragraph
1(B) plus the distribution fee paid under paragraph 1(A) would
otherwise exceed such maximum rate of 1.00%, the distribution fee paid
under paragraph 1(A) shall be reduced pro tanto so that such maximum
rate is not exceeded.
(D) The Fund may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively,
of this Plan, in either case as agreed upon by the Trust and ISI and as
approved in the manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class M shares of the Fund, ISI may spend such amounts
as it deems appropriate on any activities or expenses primarily intended to
result in the sale of the Class M shares of the Fund or the servicing and/or
maintenance of Class M shareholder accounts, including, but not limited to:
compensation to employees of ISI; compensation to and expenses, including
overhead and telephone expenses, of ISI and other selected dealers who engage in
or support the distribution of shares or who service shareholder accounts; the
costs of printing and distributing prospectuses, statements of additional
information and reports for other than existing shareholders; and the costs of
preparing, printing and distributing sales literature and advertising materials.
3. This Plan shall not take effect unless it first has been approved by a vote
of a majority of the outstanding voting securities of the Class M shares of the
Fund.
<PAGE>
4. This Plan shall not take effect with respect to the Class M shares of the
Fund unless it first has been approved, together with any related agreements, by
votes of a majority of both (a) the Board and (b) those Trustees of the Trust
who are not "interested persons" of the Trust and have no direct or indirect
financial interest in the operation of this Plan or any agreements related
thereto ("Independent Trustees"), cast in person at a meeting or (meetings)
called for the purpose of voting on such approval; and until the Trustees who
approve the Plan's taking effect have reached the conclusion required by Rule
12b-1(e) under the 1940 Act.
5. All issued and outstanding Class C shares as of March 1, 1999 are designated
Class M shares, are subject to their existing fees, and are not subject to the
distribution and service fee rates described in paragraph 1 hereof. Class M
shares purchased on or after March 1, 1999 are subject to the distribution and
service fee rates described in paragraph 1 hereof.
6. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class M shares of the
Fund for so long as such continuance is specifically approved at least annually
in the manner provided for approval of this Plan in paragraph 4.
7. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 7, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 7, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any activities
in connection with ISI's performance of its obligations under this Plan or the
Underwriting Agreement that are not deemed "service activities." "Service
activities" shall mean activities in connection with the provision by ISI or
other entity of personal service and/or the maintenance of shareholder accounts
with respect to the Class M shares of the Fund, within the meaning of the
definition of "service fee" for purposes of Section 2830(b) (formerly Section
26(d)) of the Rules of Fair Practice of the National Association of Securities
Dealers, Inc. Overhead and other expenses of ISI related to its "distribution
activities" or "service activities," including telephone and other
communications expenses, may be included in the information regarding amounts
expended for such activities.
8. This Plan may be terminated at any time by vote of the Board, by vote of a
majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class M shares of the Fund.
9. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class M shares of the
Fund, and no material amendment to the Plan shall be made unless approved in the
manner provided for approval and annual renewal in paragraph 6 hereof.
10. The amount of the fees payable by the Fund to ISI under paragraph 1 hereof
and the Underwriting Agreement is not related directly to expenses incurred by
ISI on behalf of the Fund in serving as Distributor of the Class M shares, and
paragraph 2 hereof and the Underwriting Agreement do not obligate the Trust to
reimburse ISI for such expenses. The fees set forth in paragraph 1 hereof will
be paid by the Fund to ISI unless and until either the Plan or the Underwriting
Agreement is terminated or not renewed with respect to the Class M shares. If
either the Plan or the Underwriting Agreement is terminated or not renewed with
respect to the Class M shares, any distribution expenses incurred by ISI on
behalf of the Class M shares of the Fund in excess of the payments of the fees
specified in paragraph 1 hereof and the Underwriting Agreement which ISI has
received or accrued through the termination date are the sole responsibility and
liability of ISI, and are not obligations of the Trust.
11. While this Plan is in effect, the selection and nomination of Trustees who
are not interested persons of the Trust shall be committed to the discretion of
the Trustees who are not interested persons of the Trust.
12. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
<PAGE>
13. The Trust shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 7
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Trust has executed this Plan of Distribution on the day
and year set forth below in St. Petersburg, Florida.
Dated as of March 1, 1999
ATTEST: IDEX MUTUAL FUNDS
/s/ John K. Carter By: /s/ John R. Kenney
------------------------------------ ----------------------------
John K. Carter, Secretary John R. Kenney
Trustee and Chairman
<PAGE>
Schedule A
Participating Funds as of September 1, 2000
-------------------------------------------
IDEX JCC Growth
IDEX JCC Global
IDEX JCC Balanced
IDEX JCC Flexible Income
IDEX JCC Capital Appreciation
IDEX AEGON Income Plus
IDEX Alger Aggressive Growth
IDEX C.A.S.E. Growth
IDEX NWQ Value Equity
IDEX GE / SE International Equity
IDEX Dean Asset Allocation
IDEX LKCM Strategic Total Return
IDEX GE U.S. Equity
IDEX Pilgrim Baxter Technology
IDEX Transamerica Small Company
IDEX Transamerica Equity
IDEX Great Companies - America (sm)
IDEX Great Companies - Technology (sm)
IDEX Great Companies - Global(2)
IDEX Gabelli Global Growth
DISTPLANCLSC.DOC
