As filed with the Securities and Exchange Commission on January 8, 2002
Registration No. 333-73332
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X] Pre-Effective Amendment No. 3 [ ] Post-Effective Amendment No.
IDEX Mutual Funds
(Exact name of Registrant as specified in Charter)
Area Code and Telephone Number:
(888) 233-4339
570 Carillon Parkway
St. Petersburg, Florida 33716-1202
(address of Principal Executive Offices) (Zip Code)
John K. Carter, Esq.
IDEX Mutual Funds
570 Carillon Parkway
St. Petersburg, Florida 33716
(Name and address of agent for service)
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Copy To:
Catherine S. Wooledge, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2415
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Approximate date of proposed public offering: As soon as practicable after the
effective date of this Registration Statement.
It is proposed that this filing shall hereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), shall determine.
Registrant has registered an indefinite number of shares of its common stock
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.
Accordingly, no filing fee is being paid at this time.
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IDEX MUTUAL FUNDS
Form N-14
Cross Reference Sheet
Pursuant to Rule 481(a) Under the Securities Act of 1933
ITEM NO. HEADING
Part A
1. Beginning of Registration Statement
And Outside Front Cover Page of Prospectus....... Cover Page
2. Beginning and Outside Back Cover Page of
Prospectus....................................... Cover Page
3. Synopsis and Risk Factors........................ Summary
4. Information About the Transaction................ Letter to Shareholders;
Summary; Reasons for
the Exchange;
Information About the
Exchange; Q&A
5. Information About the Registrant................. Letter to Shareholders;
Summary; Reasons For
the Exchange;
Information About the
Exchange; Additional
Information About the
Fund and the Acquiring
Fund
6. Information About the Company Being Acquired Letter to Shareholders;
Reasons for the
Exchange; Information
About the Exchange;
Additional Information
About the Fund and The
Acquiring Fund
7. Voting Information Letter to Shareholders;
Cover Page; Voting
Information; Q & A
8. Interest of Certain Persons and Experts Not Applicable
9. Additional Information Required for Not Applicable
Reoffering by Persons Deemed to be
Underwriters
PART B STATEMENT OF ADDITIONAL INFORMATION
CAPTION
10. Cover Page Cover Page
11. Table of Contents Not Applicable
12. Additional Information about the Statement of Additional
Registrant Information of IDEX (1)
13. Additional Information About the Not Applicable
Company being Acquired
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14. Financial Statements Financial Statements(2);
Pro Forma
Financial Statements;
IDEX MDFP (2)
(1) Incorporated by reference to the Registration Statement of the
Registrant on Form N-1A (File No. 33-2659).
(2) IDEX Annual Report incorporated by reference.
PART C
15. Indemnification
16. Exhibits
17. Undertakings
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[LOGO] IDEX MUTUAL FUNDS
IMPORTANT INFORMATION FOR SHAREHOLDERS OF IDEX AMERICAN CENTURY INTERNATIONAL
TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALS
Please read the enclosed prospectus/proxy statement for a complete
description of the proposals. However, as a quick reference, the following
questions and answers provide a brief overview of the proposals:
Q. ON WHAT PROPOSAL AM I BEING ASKED TO VOTE?
A. Shareholders are being asked to:
Approve a reorganization of their Fund. If shareholders decide in favor of
the proposal, IDEX American Century will merge with IDEX International
Equity, and you will become a shareholder of IDEX International Equity.
Q. HAS THE BOARD APPROVED THE PROPOSAL?
A Yes. The IDEX Board has approved the proposal and recommends that you vote
"FOR" proposal.
Q. WHAT HAPPENS IF SHAREHOLDERS DECIDE IN FAVOR OF A MERGER?
A. A closing date will be set for the reorganization. Shareholders will receive
full and fractional shares of IDEX International Equity equal in value to
the shares of IDEX American Century International that they owned on the
Closing Date. The net asset value per share of IDEX American Century
International will not be affected by the transaction, so the reorganization
will not result in a dilution of any shareholder's interest. Approval of
this merger is contingent upon approval of a new sub-advisory agreement by
the current shareholders of IDEX International Equity.
Q. WHAT ARE THE ADVANTAGES OF MERGING THE FUNDS?
A. There are three key potential advantages: American Century Investment
Management, Inc. ("American Century"), sub-adviser to your Fund, recently
became sub-adviser of IDEX International Equity, subject to approval by IDEX
International Equity's shareholders. American Century has an investment team
that follows a highly disciplined investment strategy and expertise.
By combining the funds, shareholders may enjoy lower expense ratios over
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time. Larger funds tend to enjoy economies of scale not available to funds
with smaller assets under management.
These lower costs may lead to stronger performance, since total return to a
fund's shareholders is net of fund expenses.
The potential benefits are explained in more detail in the enclosed
prospectus/proxy statement.
Q. HOW ARE THESE TWO FUNDS ALIKE?
A. Both funds seek growth of capital and both are international funds.
Q. IF THE FUNDS MERGE, WILL THERE BE TAX CONSEQUENCES FOR ME?
A. Unlike a transaction where you direct IDEX to sell shares of one fund in
order to buy shares of another, the reorganization will not be considered a
taxable event. The funds themselves will recognize no gains or losses on
assets as a result of a reorganization, so you will not have reportable
capital gains or losses due to the reorganization.
Q. HOW MANY VOTES DO YOU NEED TO APPROVE THE PROPOSAL?
A. We need the affirmative vote of a majority of the fund's outstanding voting
securities, as defined by the Investment Company Act of 1940, for the
merger.
Q. WHAT IF WE DO NOT HAVE ENOUGH VOTES TO MAKE THE DECISIONS BY THE SCHEDULED
SHAREHOLDER MEETING DATE?
A. If we do not receive sufficient votes to hold the meeting, we or ALAMO
Direct, a proxy solicitation firm, may contact you by mail or telephone
to encourage you to vote. Shareholders should review the proxy materials
carefully and cast their vote to avoid additional mailings or telephone
calls. If we do not have enough votes to approve the proposal by the time
of the shareholder meeting at 11:00 a.m. ET on February 22, 2002, the
meeting may be adjourned to permit further solicitation of proxy votes.
Q. HOW MANY VOTES AM I ENTITLED TO CAST?
A. As a shareholder, you are entitled to one vote for each share of each fund
that you own, and fractional votes to reflect the fractional shares that
you own on the record date, November 30, 2001.
Q. HOW DO I VOTE MY SHARES?
A. You can vote your shares by mail, via the Internet, by telephone or by
facsimile.
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To vote by mail, complete and sign the enclosed proxy card, and mail it in
the enclosed, postage-paid envelope. To vote via the Internet, by telephone
or by facsimile, please follow the enclosed instructions. If you need any
assistance, or have any questions regarding the proposal, or how to submit
your vote, please call IDEX Customer Service at 1-888-233-4339 between the
hours of 8:00 a.m. and 8:00 p.m. ET (Monday--Friday).
Q. HOW DO I SIGN THE PROXY CARD?
A. INDIVIDUAL ACCOUNTS: Shareholders should sign exactly as their names appear
on the account registration shown on the card.
JOINT ACCOUNTS: Both the owners must sign and the signatures should conform
exactly to the names shown on the account registration.
ALL OTHER ACCOUNTS: The person signing must indicate his or her capacity.
For example, a trustee for a trust should include his or her title when he
or she signs, such as :Jane Doe, Trustee"; or an authorized officer of a
company should indicate his or her position with the company, such as "John
Smith, President."
Q. WHO DO I CALL IF I HAVE QUESTIONS ABOUT THE PROXY STATEMENT?
A. Call your IDEX Customer Service Representative at 1-888-233-4339 between the
hours of 8:00 a.m. and 8:00 p.m. ET (Monday--Friday).
THE ATTACHED PROSPECTUS/PROXY STATEMENT CONTAINS MORE DETAILED INFORMATION
ABOUT THE PROPOSAL RELATING TO THE APPLICABLE FUND. PLEASE READ IT CAREFULLY!
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IDEX AMERICAN CENTURY INTERNATIONAL
IDEX Mutual Funds
570 Carillon Parkway
St. Petersburg, Florida 33716
Dear Shareholder:
As a shareholder of IDEX American Century International (the "Fund"), you
are entitled to vote on the following proposal that is described below and in
the enclosed materials:
1. To consider an Agreement and Plan of Reorganization providing for the
transfer of all of the assets, subject to liabilities, of the Fund to
IDEX International Equity (the "Acquiring Fund") in exchange for
Acquiring Fund shares and the assumption by the Acquiring Fund of the
Fund's stated liabilities (the "Exchange" or the "Reorganization"). The
shares of the Acquiring Fund received in the Exchange will be
distributed by the Fund to its shareholders in liquidation of the Fund,
after which the Fund will be dissolved;
as set forth in the Prospectus/Proxy Statement accompanying this notice, and to
transact such other business as may properly come before the meeting and any
adjournments. The Board is not aware of any other business to come before the
meeting. Approval of the reorganization is contingent upon approval of a new
sub-advisory agreement by the shareholders of IDEX International Equity at a
meeting to be held on February 8, 2002.
The IDEX Board of Trustees has determined that it would be in the best
interest of the Fund and its shareholders if the Fund were to exchange its
assets (subject to liabilities) for shares of IDEX International Equity (the
"Acquiring Fund") that has a similar investment objective and similar
management policies as the Fund. The Acquiring Fund's former sub-adviser, GE
Asset Management Incorporated ("GEAM") notified the Board that it was resigning
as sub-adviser to the Acquiring Fund effective at close of business on October
4, 2001. Effective October 5, 2001, the investment adviser entered into an
interim sub-advisory agreement with American Century Investment Management,
Inc. on behalf of the Acquiring Fund. The Board then determined that it was in
the best interest of IDEX, the Fund and its shareholders to merge the
international funds offered by IDEX into one fund with a respected sub-adviser
which would result in a larger asset base and possible expense reductions for
the shareholders.
The proposal provides that the Fund exchange all of its assets, subject to
liabilities, for shares of the Acquiring Fund (the "Exchange"). Promptly
thereafter, the Fund will distribute pro rata the Acquiring Fund shares
received in the Exchange to its shareholders in complete liquidation of the
Fund. Thus, each Fund shareholder will receive for his or her Fund shares a
number of Acquiring Fund shares equal to the aggregate NET ASSET VALUE of the
shareholder's Fund shares as of the date of the Exchange.
Here are some facts about the Exchange that will be useful to you as you
vote:
. There will be no gain or loss for you to become a shareholder of the
Acquiring Fund
. In the opinion of counsel, the Exchange will be free from Federal income
taxes to you, the Fund and Acquiring Fund
. The holding period and aggregate tax basis of the Acquiring Fund shares
you receive in the Exchange will be the same as the holding period and
aggregate tax basis of your Fund shares
. You will be able to redeem your shares of the Acquiring Fund for cash at
net asset value without any redemption fees or required holding period
. Shares of the Acquiring Fund are priced each day the New York Stock
Exchange is open for business and you may redeem all or a part of your
shares at the then-current net asset value per share
. As a shareholder of the Acquiring Fund, you will have the ability to
exchange your shares of other open-end funds in the IDEX family of funds
Further information about the transaction is contained in the enclosed
materials, which you should review carefully.
A Question and Answer section is included regarding this proxy and its
proposal.
For your convenience, you may vote by mail, by telephone, via the Internet
or by facsimile.
TO VOTE BY MAIL:
Indicate your vote on the enclosed proxy card date and sign the proxy and mail
it in the enclosed envelope, which requires no postage if mailed in the United
States. Please allow sufficient time for the proxy card to be received on or
before 11:00 a.m., February 22, 2002.You may also vote via the Internet, by
telephone or by fax by following the enclosed instructions.
If you vote via the Internet, by telephone or via facsimile, please do not mail
your proxy card.
The IDEX Board recommends that the Fund's shareholders vote "FOR" the
proposal.
If you have any questions after considering the enclosed materials, please
call 1-888-233-IDEX (4339) (between the hours of 8:00 a.m. and 8:00 p.m. E.T.
Monday--Friday
Sincerely,
John R. Kenney
Chairman and Chief Executive Officer
January 7, 2002
IDEX MUTUAL FUNDS
IDEX American Century International
570 Carillon Parkway
St. Petersburg, Florida 33716
(Toll-Free) 1-888-233-4339
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
February 22, 2002
To the shareholders of IDEX American Century International of IDEX Mutual
Funds:
Notice is hereby given that a special meeting of the shareholders of IDEX
American Century International fund (the "Fund") of IDEX Mutual Funds ("IDEX")
will be held at 570 Carillon Parkway, St. Petersburg, Florida 33716, on the
22nd day of February, 2002 at 10:00 a.m., local time, or any adjournment(s)
thereof, for the following purpose:
1. To consider an Agreement and Plan of Reorganization providing for the
transfer of all of the assets, subject to liabilities, of the Fund to
IDEX International Equity (the "Acquiring Fund") in exchange for
Acquiring Fund shares and the assumption by the Acquiring Fund of the
Fund's stated liabilities (the "Exchange"). The shares of the Acquiring
Fund received in the Exchange will be distributed by the Fund to its
shareholders in liquidation of the Fund, after which the Fund will be
dissolved;
as set forth in the Prospectus/Proxy Statement accompanying this notice, and to
transact such other business as may properly come before the meeting and any
adjournments. The Board is not aware of any other business to come before the
meeting.
The Board of Trustees of IDEX (the "Board" or the "IDEX Board") has fixed
the close of business on November 30, 2001 as the record date (the "Record
Date") for the determination of shareholders of the Fund that are entitled to
notice of, and to vote at, the meeting. You are entitled to vote at the meeting
and any adjournment(s) thereof if you owned shares of the Fund at the close of
business on November 30, 2001. If you attend the meeting, you may vote your
shares in person. If you do not expect to attend the meeting, please vote by
mail, by telephone, via the Internet or by facsimile following the instructions
included in this statement. If your shares are held in the name of your
brokerage firm (a street name account), please complete your proxy card and
return it to your broker. Your vote is still important. If you vote prior to
February 22, 2002, and then decide to attend the meeting, you may change
1
your vote in person at the meeting. The proposal set forth above has been
unanimously approved by the Board with respect to the Fund. The Board
recommends that you vote shares that you are entitled to vote "FOR" each
proposal. This Notice and accompanying Proxy Statement will be mailed on or
about January 7, 2002.
We look forward to your participation, and we thank you for your continued
confidence in IDEX.
By Order of the Board of Trustees,
/S/ JOHN K. CARTER
John K. Carter, Secretary
IDEX Mutual Funds
St. Petersburg, Florida
January 7, 2002
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
You may vote by mail, by telephone, via the Internet or by facsimile. Please
vote only one time, using the method that you prefer, unless you later decide
to change your vote prior to the Meeting.
If you vote by telephone, via the Internet, or by facsimile, please do not
mail your proxy card.
IDEX will furnish, without charge, a copy of its most recent annual report
to shareholders upon request. Any such request should be directed to IDEX by
calling (888) 233-4339 or by writing to IDEX at P.O. Box 9015, Clearwater, FL
33758-9015.
In order to avoid the additional expense and delay of further solicitation,
we ask that you mail your proxy promptly.
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PROPOSAL: THE ACQUISITION OF THE ASSETS OF IDEX AMERICAN CENTURY INTERNATIONAL
BY AND IN EXCHANGE FOR SHARES OF IDEX INTERNATIONAL EQUITY
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PROSPECTUS/PROXY STATEMENT
January 7, 2002
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD February 22, 2002
This Prospectus/Proxy Statement is furnished in connection with a
solicitation IDEX American Century International (the "Fund") to be used at the
Special Meeting of Shareholders (the "Meeting") of the Fund to be held February
22, 2002, at 10:00 a.m., Eastern Time, at the IDEX offices, 570 Carillon
Parkway, St. Petersburg, Florida 33716, for the purposes set forth in the
accompanying Notice of Special Meeting of Shareholders. Shareholder of record
at the close of business on November 30th, 2001 are entitled to receive notice
of and to vote at the Meeting.
It is proposed that the Fund transfer all of its assets, subject to certain
liabilities, to IDEX International Equity (the "Acquiring Fund"), are more
fully described in this Prospectus/Proxy Statement (the "Exchange"). Upon
consummation of the Exchange, the Acquiring Fund shares received by the Fund
will be distributed to Fund shareholders, with each shareholder receiving a pro
rata distribution of Acquiring Fund shares (or fractions thereof) for Fund
shares held prior to the Exchange. Thus, it is contemplated that each
shareholder will receive for his or her Fund shares a number of Acquiring Fund
shares (or fractions thereof) equal in value to the aggregate net asset value
of the shareholder's Fund shares as of the date of the Exchange. The Acquiring
Fund's name will be changed to IDEX American Century International as a result
of the merger.
This Prospectus/Proxy Statement, which should be retained for future
reference, sets forth concisely information about the Acquiring Fund that Fund
shareholders should know before voting on the proposal or investing in the
Acquiring Fund.
A Statement of Additional Information ("SAI") dated January 7, 2002,
relating to this Prospectus/Proxy Statement, has been filed with the Securities
and Exchange Commission ("SEC") and is incorporated herein by reference in its
entirety. The SEC maintains a web site (http://www.sec.gov) that contains the
SAI, material incorporated in this Prospectus/Proxy Statement by reference, and
other information regarding the Acquiring Fund and the Fund. A copy of the SAI
is available without charge by calling 1-888-233-4339, or writing to IDEX at
P.O. Box 9015, Clearwater, Florida 33758-9015.
1
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MUTUAL FUND SHARES ARE NOT BANK DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL.
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AS WITH ALL MUTUAL FUNDS, THE SEC HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS/PROXY STATEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------------------------------------
The Acquiring Fund is a series of IDEX, an open-end, diversified management
investment company advised by Idex Management, Inc. ("IMI"). The Fund is also a
series of IDEX. The Acquiring Fund and the Fund have a similar investment
objective and similar management policies. The substantive difference between
the Fund and the Acquiring Fund are set forth in this Prospectus/Proxy
Statement.
The Acquiring Fund's Prospectus dated March 1, 2001, and the Acquiring
Fund's Annual Report (financial statements) for the fiscal year ended October
31, 2001, are incorporated by reference in this Prospectus/Proxy Statement. For
a free copy of the IDEX Annual Report, which contains the Acquiring Fund's
audited financial statements, write to IDEX at P.O. Box 9015, Clearwater,
Florida 33758-9015, or call 1-888-233-4339.
Shareholders are entitled to one vote for each Fund share held and
fractional votes for each fractional Fund share held. Fund shares represented
by executed and unrevoked proxies will be voted in accordance with the
specifications made thereon. If the enclosed form of proxy is executed and
returned, it nevertheless may be revoked by giving another proxy or by letter
or telegram directed to IDEX, which must indicate the shareholder's name. To be
effective, such revocation must be received before the Meeting. Also, any
shareholder who attends the Meeting in person may vote by ballot at the
Meeting, thereby canceling any proxy previously given. As of November 30, 2001,
322,692.392 shares of beneficial interest were issued and outstanding for the
Fund.
Proxy materials will be mailed to shareholders of record on or about January
7, 2002.
2
TABLE OF CONTENTS
Proposal--Acquisition of Assets:
Summary........................................................ 4
Reasons for the Exchange....................................... 11
Information about the Exchange................................. 13
Additional Information about the Fund and the Acquiring Fund... 13
Voting Information............................................. 22
Financial Statements and Experts............................... 24
Other Matters.................................................. 24
Notice to Broker/Dealers and Voting Trustees and Their Nominees 24
Appendix A: Agreement and Plan of Reorganization............... 1A
3
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PROPOSAL SUMMARY--Re: REORGANIZATION
------------------------------------------------------------
This Summary is qualified by reference to the more complete information
contained elsewhere in this Prospectus/Proxy Statement, the IDEX Prospectus
(which contains information about the Fund and the Acquiring Fund, dated March
1, 2001), the Annual Report, and the form of Agreement and Plan of
Reorganization, which is attached to this Prospectus/Proxy Statement as
Appendix A.
Proposed Transaction. The IDEX Board, at a meeting held on October 30, 2001,
including Board members who are not "interested persons" (as defined in the
Investment Company Act of 1940, as amended ("1940 Act")), has approved an
Agreement and Plan of Reorganization (the "Plan"). The Plan provides that,
subject to the requisite approval of the Fund's shareholders, on the date of
the Exchange the Fund will assign, transfer and convey to the Acquiring Fund
all of the assets (subject to certain liabilities) of the Fund, including all
securities and cash, in exchange for shares of the acquiring Fund having an
aggregate net asset value equal to the value of the Fund's net assets. The Fund
will distribute all Acquiring Fund shares received by it among its shareholders
so that each shareholder will receive a pro rata net asset value equal to the
aggregate net asset value of the shareholder's Fund shares as of the date of
the Exchange. Thereafter, the Fund will be dissolved.
As a result of the Exchange, each Fund shareholder will cease to be a
shareholder of the Fund and will become a shareholder of the Acquiring Fund as
of the close of business on the date of the Exchange.
The IDEX Board has concluded that the Exchange would be in the best
interests of the Fund and its shareholders, and the interests of existing
shareholders of the Fund would not be diluted as a result of the transactions
contemplated by the Exchange. See "Reasons for the Exchange."
Tax Consequences. As a condition to the closing of the Exchange, the Fund
and the Acquiring Fund will receive an opinion of counsel to the effect that,
for Federal income tax purposes, (a) no gain or loss will be recognized by the
Fund, the acquiring Fund, or the Fund's shareholders as a result of the
Exchange, (b) the holding period and aggregate tax basis of Acquiring Fund
shares received by a Fund shareholder will be the same as the holding period
and aggregate tax basis of the shareholder's Fund shares, provided the Fund
shares are held as capital assets and (c) the holding period and tax basis of
the Fund's assets transferred to the Acquiring Fund as a result of the Exchange
will be the same as the holding period and tax basis of such assets held by the
Fund immediately prior to the Exchange. See "Information about the
Exchange--Federal Income Tax Consequences."
Comparison of the Fund and the Acquiring Fund. The following discussion is
primarily a summary of certain parts of the Fund's Prospectus, and the Acquiring
4
Fund's Prospectus. Information contained in this Prospectus/Proxy Statement is
qualified by the more complete information set forth in such IDEX Prospectus,
which are incorporated herein by reference.
Objective. The Fund and the Acquiring Fund have similar investment
objectives. Each seeks capital growth. Effective October 5, 2001, American
Century became sub-adviser for the Acquiring Fund, under the terms of an
interim sub-advisory agreement for a period not to exceed 150 days or until
approval by shareholders of the Acquiring Fund of a new Sub-Advisory Agreement.
The Acquiring Fund then adopted similar investment policies and strategies as
the Fund to fulfill its investment objective.
Acquiring Fund and Fund. To pursue its goals, each Fund invests 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 fund manager uses a bottom-up approach to select stocks to buy for each
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 select or decide to continue to hold the stocks
of companies he or she 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 fund 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
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 funds essentially fully
invested in stocks regardless of the movement of stock prices. When the manager
believes it is prudent, each 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 each
fund's cash assets remain liquid by performing more like stocks. Each fund has
a policy
5
governing stock index futures and similar derivative securities to help manage
the risk of these types of investments. For example, the manager cannot
leverage a fund's assets by investing in a derivative security. A complete
description of the derivatives policy is included in the Statement of
Additional Information ("SAI").
Shareholders of the Acquiring Fund are also receiving proxies to ask for
approval of a new Sub-Advisory Agreement on behalf of the Acquiring Fund
between IMI and American Century Investment Management, Inc., the sub-adviser
to the Fund ("American Century"). GE Asset Management Incorporated ("GEAM) has
notified the Board that it is resigning as sub-adviser of the Acquiring Fund
effective February 28, 2002. The Board selected American Century as sub-adviser
for the Acquiring Fund effective March 1, 2002, subject to shareholder
approval. The proposed Sub-Advisory Agreement reflects a modest increase in
fees.
Main Risks. The principal risks associates with an investment in the Fund
and the Acquiring Fund are similar and include stocks, foreign stocks, and
currency risks. As a result, the value of your investment in the Acquiring
Fund, as in the Fund, will fluctuate, which means that you could lose money.
Stock Risk--While stocks have historically outperformed other investments
over the long term, they tend to go up and down more dramatically over the
shorter term. These price movements may result from factors affecting
individual companies, industries or the securities market as a whole. Because
the stocks a fund holds fluctuate in price, the value of your investment in a
fund will go up and down.
Foreign Stocks--Investments in foreign securities involve risks relating to
political, social and economic developments abroad, as well as risks resulting
from differences between the regulations to which U.S. and foreign issuers and
markets are subject. These risks include: changes in currency values; currency
speculation; currency trading costs; different accounting and reporting
practices; less information available to the public; less (or different)
regulation of securities' markets; more complex business negotiations; less
liquidity; more fluctuations in market prices; delays in settling foreign
securities transactions; higher transaction costs; higher costs for holding
foreign securities (custodial fees); vulnerability to seizure and taxes;
political instability and small markets; and different market trading days.
Currency Risk--Because international funds' foreign investments are
generally held in foreign currencies, the funds are subject to currency risk,
meaning a fund could experience gains or losses solely on changes in the
exchange rate between foreign currencies and the U.S. dollar.
See "Explanation of Strategies and Risks" in the IDEX Prospectus for a more
complete description of investment risks applicable to an investment in the
Acquiring Fund.
Fees and Expenses. The fees and expenses of the Acquiring Fund set forth
below are estimated based on the fees and expenses for the fiscal year ended
October 31, 2001. The fees and expenses of the Fund set forth below are for the
period from April 2, 2001 (inception) through October 31, 2001. The "Pro Forma
6
After Exchange" information is estimated based on net assets and expenses of
the Fund and the Acquiring Fund as of October 31, 2001. Annual fund operating
expenses are paid out of fund assets, so their effect is reflected in the
fund's net asset value per share.
Shareholder Fees
(fees paid directly from your investment):
The maximum sales charge (load) imposed on purchases (as a % of offering
price)
for Class A shares is 5.50%
for Class M shares is 1.00%
The sales charge is not applicable to Class B and C shares.
The maximum deferred sales charge (load)
for Class B shares is 5.00%
for Class M shares is 1.00%
The charge is not applicable to A and C shares. Certain purchases of Class A
shares in amounts of $1 million or more are subject to a 1% contingent deferred
sales charge for 24 months after purchase. Purchases of Class M shares are
subject to a 1% contingent deferred sales charge if redeemed within 18 months
of purchase.
Annual Fund Operating Expenses
(Expenses Paid from Fund Assets)
(percentage of average net assets):
Please note: Shareholders of the Acquiring Fund are being asked to approve a
new sub-advisory agreement on behalf of the Acquiring Fund between IMI and
American Century to be effective on March 1, 2002. The new agreement will
reflect a change in management fees to reflect the current fee structure of the
Fund's management fees. Approval of the sub-advisory agreement is contingent
upon the approval of a special meeting of shareholders of IDEX International
Equity which will be held on February 8, 2002 at 11:00 a.m. Eastern Time.
Acquiring Fund*:
Class A Class B Class C Class M
------- ------- ------- -------
Management Fees...................... 0.80% 0.80% 0.80% 0.80%
Distribution and service (12b-1) fees 0.35% 1.00% 1.00% 0.90%
Other Expenses....................... 1.62% 1.62% 1.62% 1.62%
Total annual fund operating expenses. 2.77% 3.42% 3.42% 3.32%
Expense reduction (a)................ 1.04% 1.04% 1.04% 1.04%
Net Operating Expenses............... 1.73% 2.38% 2.38% 2.28%
- --------
(a) Contractual arrangement with IMI through 11/30/01 for expenses that exceed
1.20%, and for the period 12/01/01 through 4/30/02, for expenses that
exceed 1.40%, excluding 12b-1 fees.
* Shareholders of the Acquiring Fund are being asked to approve the fee
structure of the Fund in a separate proxy.
7
Fund:
Class A Class B Class C Class 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....................... 17.99% 17.99% 17.99% 17.99%
Total annual fund operating expenses. 19.34% 19.99% 19.99% 19.89%
Expense reduction (a)................ 17.39% 17.39% 17.39% 17.39%
Net Operating Expenses............... 1.95% 2.60% 2.60% 2.50%
- --------
(a) Contractual arrangement with IMI through 4/30/02, for expenses that exceed
1.60%, excluding 12b-1 fees.
Pro Forma After Exchange (Acquiring Fund*):
Class A Class B Class C Class 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....................... 3.30% 3.30% 3.30% 3.30%
Total annual fund operating expenses. 4.65% 5.30% 5.30% 5.20%
Expense reduction (a)................ 2.70% 2.70% 2.70% 2.70%
Net Operating Expenses............... 1.95% 2.60% 2.60% 2.50%
- --------
(a) Contractual arrangement with IMI through 4/30/02, for expenses that exceed
1.60%, excluding 12b-1 fees.
* Reflects the new fee structure subject to the vote of the Acquiring Fund's
shareholders.
Example:
This example shows what you could pay in expenses over time. It will help
you compare the costs of investing in the Acquiring Fund with the costs of
investing in other mutual funds. It uses the same hypothetical conditions other
funds use in their prospectuses: $10,000 initial investment, 5% total return
each year and no changes in expenses. The return is for illustration purposes
only and is not guaranteed. Actual costs may be higher or lower.
Fund:
If the shares are redeemed at the end of each period:
1 year 3 years
------ -------
Share Class
A....... $737 $3,983
B....... $763 $4,066
C....... $263 $3,766
M....... $450 $3,809
8
If the shares are not redeemed:
1 year 3 years
------ -------
Share Class
A....... $737 $3,983
B....... $263 $3,766
C....... $263 $3,766
M....... $351 $3,809
Acquiring Fund*:
If the shares are redeemed:
This table reflects the expense cap that will be in effect for at least one
year.
1 year 3 years 5 years 10 years
------ ------- ------- --------
Share Class
A....... $716 $1,269 $1,847 $3,408
B**..... $741 $1,254 $1,790 $3,487
C....... $241 $ 954 $1,690 $3,634
M....... $428 $1,016 $1,726 $3,607
- --------
*The table reflects the expense cap increase on 12/01/01.
**Examples for Class B shares assume they will convert to Class A shares
eight years after you purchase them.
If the shares are not redeemed:
1 year 3 years 5 years 10 years
------ ------- ------- --------
Share Class
A....... $716 $1,269 $1,847 $3,408
B**..... $241 $ 954 $1,690 $3,487
C....... $241 $ 954 $1,690 $3,634
M....... $329 $1,016 $1,726 $3,607
- --------
*The table reflects the expense cap increase on 12/01/01.
**Examples for Class B shares assume they will convert to Class A shares
eight years after you purchase them.
9
Pro Forma After Exchange: (the numbers included below are based on estimated
expenses/expense structure of Fund derived from the new fee structure.)
If shares are redeemed:
1 year 3 years
------ -------
Share Class
A....... $737 $1,646
B....... $763 $1,645
C....... $263 $1,345
M....... $450 $1,404
If the shares are not redeemed:
1 year 3 years
------ -------
Share Class
A....... $737 $1,646
B....... $263 $1,345
C....... $263 $1,345
M....... $351 $1,404
Past Performance. No past performance for the Fund is shown as it commenced
operations on April 2, 2001. The past performance for the Acquiring Fund, which
commenced operations on February 1, 1997, for the period ended December 31,
2001 is shown below:
Average Annual POP Total Return
Since
1 year inception
- -------- ---------
A shares (29.17)% (0.87)%
B shares (29.41)% (0.57)%
C shares (25.69)% (11.23)%
M shares (25.60)% (0.27)%
For the Years
Ended December 31,
-------------------------------
1998 1999 2000 2001
------ ------ -------- --------
The total NAV return for A shares 11.21% 30.63% (12.43)% (25.05)%
Management Fees: The annual investment advisory fee for the Fund is 1.00% of
the first $50 million of that Fund's average daily net assets, 0.95% of the
next $100 million of average daily net assets, 0.90% of the next $350 million
of average daily net assets, and 0.85% of average daily net assets over $500
million.
The current annual investment advisory fee for the Acquiring Fund is 0.80%
of the first $500 million of the Fund's average daily net assets and 0.70% of
average
10
daily net assets over $500 million. For the fiscal year ended October 31, 2001,
IMI was owed $114,865 in investment advisory fees before waivers/reimbursements
of $174,065. As mentioned above, shareholders of the Acquiring Fund are being
asked to approve a new sub-advisory agreement at a special meeting on behalf of
the Acquiring Fund that reflects the same management fee structure as that of
the Fund. The results of this proxy are contingent upon approval of new
Sub-Advisory Agreement at a special meeting to be held on February 8, 2002.
If the current advisory fee for the Fund had been effect for the fiscal year
ended October 31, 2001, the Acquiring Fund would have owed IMI $143,581 in
investment advisory fees before any waivers/reimbursements.
Board Consideration of Fees. Upon the resignation of GEAM as sub-adviser for
the Acquiring Fund, the Board reviewed the performance of the Fund, the asset
base of the Fund and the fees. It considered a variety of alternatives
potentially available to the Fund, including maintaining the status quo or
liquidating the Fund.
The Board examined the nature, quality and scope of the services provided to
the Acquiring Fund by GEAM and the services provided to the Fund by American
Century. It then reviewed the basis for the change in the fee structure and
analyzed the fee structure of the Fund. It reviewed the fees of similar funds
in the mutual fund industry. It also reviewed the reputation and presence of
American Century in the mutual fund industry.
The Board felt the combined higher net assets should enable the Acquiring
Fund to spread costs over accounting, legal and printing, and this larger asset
base may thereby potentially reduce the per share expense levels. The Board
also determined that higher net asset levels also may benefit portfolio
management by permitting larger individual portfolio investments that may
result in reduced transaction costs or more favorable pricing by providing the
opportunity for greater portfolio diversity.
The Board further determined that these benefits, in turn, should have a
favorable effect on the future economies of scale and eliminate certain costs
associated with operating separately. These factors, and the reputation of
American Century, resulted in the determination that reorganizing the Fund into
the Acquiring Fund, was in the best interest of the Fund and its shareholders.
Share Distribution and Purchase Procedures. Both the Fund and the Acquiring
Fund's shares may be purchased at their net asset value on any day the New York
Stock Exchange (NYSE) is open. Both the Fund and the Acquiring Fund
continuously offers new shares to investors at a price equal to the net asset
value of
11
the shares at the time of purchase. Both the Fund and the Acquiring Fund's net
asset value per share is determined as of close of regular trading on the NYSE,
on each day that the NYSE is open, by dividing the value of both the Fund and
the Acquiring Fund's net assets by the total number of shares outstanding. Both
the Fund and the Acquiring Fund's investments generally are valued based on
market value or, where market quotations are not readily available, based on
fair value as determined in good faith by the Acquiring Fund's Board. See
"Shareholder Information" in the IDEX Prospectus.
Share Redemption Procedures. A shareholder of either fund may redeem his or
her shares from either fund at any time during which IDEX is open for business
by tendering such shares to IDEX. The redemption price each fund will pay for
such shares is equal to their net asset value next determined after receipt of
a proper request for redemption. See "Shareholder Information--How to Sell
Shares" in the IDEX Prospectus.
Exchange Privileges and Other Shareholder Services. You can exchange $500 or
more of one fund in the IDEX family for shares in the same class of another
fund. You may also exchange into the Cash Equivalent Fund without a sales
charge. Shareholders of either fund may exchange at net asset value all or a
portion of their shares. Please see "Shareholder Information--How to Exchange
Shares" in the IDEX Prospectus.
Investment Adviser. The investment adviser for both the Fund and the
Acquiring Fund is IDEX Management, Inc. ("IMI"), located at 570 Carillon
Parkway, St. Petersburg, Florida 33716. IMI has served as an investment adviser
since 1985. IMI hires sub-advisers to furnish investment advice and
recommendations and has entered into sub-advisory agreements with each
sub-adviser in the IDEX fund family. 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 per the terms of the
Investment Advisory Agreements.
IMI is a wholly-owned direct subsidiary of AUSA Holding Company ("AUSA").
AUSA is a holding company that 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.
Portfolio Management. Both the Acquiring Fund and Fund are currently managed
by the same team of fund managers and analysts. The team meets regularly to
review portfolio holdings and to discuss purchase and sale activity. Team
members buy and sell securities for the funds as they see fit, under the
supervision of IMI and the Board, and subject to each Fund's investment
objective and strategy.
12
The primary managers on the investment team are: Henrik Strabo, Chief
Investment Officer--International Equities, who has been a member of the Fund's
team since it's inception and of the Acquiring Fund's team since October 2001.
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 Fund's team
since the Fund's inception and of the Acquiring Fund's team since October 2001.
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
Manager at Federated Investors, Inc. From 1990-1995, he served as Vice
President and a member of the management team for American Century
International Growth and International Discovery.
Board Members. Both the Fund and the Acquiring Fund are managed by the same
Board. The Board is composed of seven members. John R. Kenney serves as
Chairman and Chief Executive Officer. Mr. Kenney is an affiliated person of
IDEX and related entities. Patrick S. Baird, also an affiliated person, serves
as Trustee and President of IDEX. The remaining Board members are
"disinterested persons" as defined by the 1940 Act. Peter R. Brown serves as
Vice Chairman. The remaining "disinterested" Board members are Daniel Calabria,
Charles Harris, William Short, Jr. and Jack E. Zimmerman. James L. Churchill
and Julian Lerner serve as Trustees Emeritus. Janice B. Case and Russell A.
Kimball, Jr. are the current nominees to the Board.
The Board is not required to hold annual meetings to elect Trustees. A
description of the Trustees is set forth in the Statement of Additional
Information.
Capitalization. The following table sets forth as of October 31, 2001 the
net assets, the net asset value per share and the number of shares outstanding
for: the Fund; the Acquiring Fund; and the Pro Forma Fund showing the effect of
acquiring the Fund:
Acquiring Pro Forma
Fund Fund Fund
- - ---------- ----------- -----------
Total net assets:
Class A....... $1,063,012 $ 5,208,797 $ 6,271,809
Class B....... 1,080,922 5,003,047 6,083,969
Class C....... 313,526 938,150 1,251,676
Class M....... 239,406 872,325 1,111,731
---------- ----------- -----------
Total..... $2,696,866 $12,022,319 $14,719,185
========== =========== ===========
13
Pro Forma
After
Exchange
Acquiring Acquiring
Fund Fund Fund
- -------- ---------- ----------
Net asset value per share:
Class A................ $ 8.48 $ 8.38 $ 8.38
Class B................ 8.45 8.15 8.15
Class C................ 8.45 8.15 8.15
Class M................ 8.45 8.18 8.18
Shares outstanding:
Class A................ 125,306 621,766 748,656
Class B................ 127,987 613,985 746,638
Class C................ 37,123 115,132 153,608
Class M................ 28,327 106,596 135,851
-------- ---------- ----------
Total.............. 318,743 1,457,479 1,784,753
======== ========== ==========
Dividends and Other Distributions. Both the Fund and the Acquiring Fund
distributes to its shareholders any net investment income, any net realized
short-term capital gains, and any net realized long-term gains annually. Such
dividends and distributions are automatically reinvested in the respective fund
shares at net asset value, unless the shareholder requests cash. See
"Shareholder Information--Distributions and Taxes" in the IDEX SAI.
Shareholder Rights. Both the Acquiring Fund and the Fund are part of a
Massachusetts Business Trust, and, thus, their shareholders have the same
rights due them under the state law. IDEX is not required to hold annual
meetings of shareholders and has no current intention to hold such meetings,
except as required by the 1940 Act. Under the 1940 Act, IDEX is required to
hold a shareholders' meeting if, among other reasons, the number of Trustees
elected by shareholders is less than a majority of the total number of
Trustees, or if it desires to change any fundamental investment policies. In
addition, holders of at least 10% of a fund's outstanding shares may require a
fund to hold a shareholder meeting for the purpose of voting on the removal of
any Trustee.
REASONS FOR THE EXCHANGE
GE Asset Management, the former sub-adviser of the Acquiring Fund, notified
the Board that it would terminate its sub-advisory services to the Acquiring
Fund effective October 4, 2001. The Board then selected American Century Asset
Management, Inc. to serve as interim sub-adviser beginning October 5, 2001,
until the Shareholder Meeting to vote upon the planned Reorganization. Upon its
notice, the Board concluded that an Exchange would be in the best interests of
the respective shareholders of the Fund and the Acquiring Fund. The Board
believed that the Exchange will permit shareholders to pursue similar
investment goals in a larger fund without diluting shareholders' interests.
14
In determining whether to recommend approval of the Exchange, the Board
considered the following factors, among others: (1) the compatibility of the
Acquiring Fund and the Fund's investment objective and management policies, as
well as the services offered by IDEX to both Funds; (2) the terms and
conditions of the Exchange and whether the Exchange would result in dilution of
shareholder interests; (3) expense ratios and information regarding the fees
and expenses of the Acquiring Fund and the Fund, as well as the expense rations
of similar funds and the estimated expense ratio of the combined fund; (4) the
tax consequences of the Exchange; and (5) the estimated costs to be incurred by
the Acquiring Fund and the Fund as a result of the Exchange.
INFORMATION ABOUT THE EXCHANGE
Plan Of Exchange. The following summary of the Plan is qualified in its
entirety by reference to the form of Plan attached to this Prospectus/Proxy
Statement as Appendix A. The Plan provides that the Acquiring Fund will acquire
all of the assets of the Fund at net asset value, in exchange for Acquiring
Fund shares and the assumption by the Acquiring Fund of the Fund's stated
liabilities on February 28, 2001, or such later date as may be agreed upon by
the parties (the "Closing Date"). The number of Acquiring Fund shares to be
issued to the Fund will be determined on the basis of the relative net asset
values per share and aggregate net assets of the shares of the Acquiring Fund
and the Fund, generally computed as of the close of regular trading on the
floor of the NYSE (currently at 4:00 p.m., New York time) on the Closing Date.
See "Shareholder Information--Pricing of Shares" in the IDEX Prospectus.
Prior to the Closing Date, the Fund will declare a dividend or dividends
which, together with all previous such dividends, will have the effect of
distributing to Fund shareholders all of the Fund's previously undistributed
investment company taxable income, if any, for the fiscal period ending on or
prior to the Closing Date (computed without regard to any deduction or
dividends paid), its net exempt interest income for the fiscal period ending on
or prior to the Closing Date, and all of its previously undistributed net
capital gain realized in the fiscal period ending on or prior to the Closing
Date (after reduction for any capital loss carried forward).
As conveniently as practicable after the Closing Date, the Fund will
liquidate and distribute pro rata to its shareholders of record as of the close
of business on the Closing Date, the shares received by it in the Exchange.
Such distribution and liquidation will be accomplished by establishing accounts
on the share records of the Acquiring Fund in the name of each Fund
shareholder, each account representing the respective pro rata number of
Acquiring Fund shares due to the shareholder. After such distribution and the
winding up of its affairs, the Fund will be dissolved. Some of the outstanding
shares of the Fund may be represented by physical certificates;
15
however, in the interest of economy and convenience, shares of the Acquiring
Fund issued to Fund shareholders pursuant to the Exchange, will be in
uncertificated form. After the Closing Date, any outstanding certificates
representing Fund shares will be void.
The Plan may be amended at any time prior to the Exchange. The Fund will
provide its shareholders with information describing any material amendment to
the Plan prior to shareholder consideration. The obligations of the Fund and
the Acquiring Fund under the Plan are subject to various conditions, including
approval by Fund shareholders holding the requisite number of Fund shares, the
continuing accuracy of various representations and warranties of the Fund and
the Acquiring Fund being confirmed by the respective parties and approval of a
new sub-advisory agreement by shareholders of the Acquiring Fund.
The total expenses of the Exchange are expected to be approximately $11,500,
which will be borne pro rata according to the aggregate net assets of the
Acquiring Fund and the Fund on the date of the Exchange (and indirectly by the
shareholders of each of these funds).
Federal Income Tax Consequences. The exchange of the Fund's assets for the
Acquiring Fund shares and the assumption of the stated liabilities of the Fund
is intended to qualify for Federal income tax purposes as a tax-free
reorganization under Section 368(a) of the Code. As a condition to the closing
of the Exchange, the Fund and the Acquiring Fund will receive the opinion of
Sutherland Asbill & Brennan LLP, counsel to the Fund and the Acquiring Fund, to
the effect that on the basis of the existing provisions of the Code, Treasury
regulations thereunder, current administrative regulations and pronouncements
and court decisions, and certain facts, assumptions and representations, for
Federal income tax purposes: (1) the transfer of all of the Fund's assets in
exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of
the Fund's stated liabilities will constitute a "reorganization" within the
meaning of Section 368(a)(1)(C) of the Code with respect to the Fund; (2) no
gain or loss will be recognized by the Acquiring Fund upon receipt of the
Fund's assets solely in exchange for Acquiring Fund shares and the assumption
by the Acquiring Fund of the stated liabilities of the Fund; (3) no gain or
loss will be recognized by the Fund upon transfer of its assets to the
Acquiring Fund in exchange for shares and the assumption by the Acquiring Fund
of such Fund's stated liabilities or upon the distribution (whether actual or
constructive) of Acquiring Fund shares to Fund shareholders in exchange for
their Fund shares; (4) no gain or loss will be recognized by Fund shareholders
upon the exchange of Fund shares for Acquiring Fund shares; (5) the aggregate
tax basis for Acquiring Fund shares received by each Fund shareholder pursuant
to the Exchange will be the same as the aggregate tax basis for Fund shares
held by such shareholder immediately prior to the Exchange, and the holding
period of Acquiring Fund shares received by a Fund shareholder will include the
period during which Fund shares surrendered in exchange therefor were held by
such shareholder (provided Fund shares were held as
16
capital assets on the date of the Exchange); and (6) the tax basis of Fund
assets acquired by the Acquiring Fund will be the same asthe tax basis of such
assets to the Fund immediately prior to the Exchange, and the holding period of
Fund assets in the hands of the Acquiring Fund will include the period during
which those assets were held by the Fund.
NEITHER THE FUND NOR THE ACQUIRING FUND HAS SOUGHT A TAX RULING FROM THE
INTERNAL REVENUE SERVICE ("IRS"). THE OPINION OF COUNSEL IS NOT BINDING ON THE
IRS NOR DOES IT PRECLUDE THE IRS FROM ADOPTING A CONTRARY POSITION. Fund
shareholders should consult their tax advisers regarding the effect, if any, of
the proposed Exchange in light of their individual circumstances. Since the
foregoing discussion relates only to the Federal income tax consequences of the
Exchange, Fund shareholders also should consult their tax advisors as to state
and local tax and foreign consequences, if any, of the Exchange.
REQUIRED VOTE AND BOARD'S RECOMMENDATION
The IDEX Board has approved the Plan and the Exchange on behalf of the Fund,
and has determined that (i) participation in the Exchange is in the best
interest of the Fund and its shareholders and (ii) the interests of
shareholders of the Fund will not be diluted as a result of the Exchange.
Pursuant to the IDEX charter documents, an affirmative vote of a majority of
the Fund's shares outstanding and entitled to vote is required to approve the
Plan and the Exchange.
- ------------------------------------------------------------
THE IDEX BOARD OF TRUSTEES, INCLUDING THE "NON-INTERESTED" TRUSTEES, RECOMMENDS
THAT THE FUND'S SHAREHOLDERS VOTE "FOR" APPROVAL OF THE PLAN AND THE EXCHANGE.
- ------------------------------------------------------------
ADDITIONAL INFORMATION ABOUT THE FUND AND THE ACQUIRING FUND
Information about the Fund and the Acquiring Fund is incorporated by
reference into the Prospectus/Proxy Statement from the IDEX Prospectus forming
a part of its Registration Statement on Form N-1A (File No. 33-2659), as
amended.
The Fund and the Acquiring Fund are subject to the requirements of the 1940
Act, and file reports, proxy statements and other information with the SEC.
These materials may be inspected and copied at the Public Reference Facilities
of the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Copies
of such materials may also be obtained from the Public Reference Branch, Office
of
17
Consumer Affairs and Information Services, SEC, Washington, D.C., at prescribed
rates.
At the Board Meeting held on September 11, 2000, the Trustees, including a
majority of the trustees who are not parties to the Sub-Advisory Agreements or
interested persons (within the meaning of Section 2(a)(19) of the 1949 Act) of
any such party (the "Disinterested Trustees"), approved and recommended that
shareholders of each Fund approve a policy to permit IMI, on behalf of each
Fund and subject to approval of the Board, to appoint sub-advisers, to enter
into sub-advisory agreements, and to materially amend existing sub-advisory
agreements (the "Sub-Adviser Approval Policy") without further shareholder
approval for the existing Funds of IDEX, and for future Funds, subject to
certain conditions. Special restrictions apply to the Sub-Advisers that are
affiliates of the Investment Adviser ("Affiliated Sub-Adviser"). Implementation
of the Sub-Adviser Approval Policy approved by the Board is subject to the
terms and conditions of an Exemptive Order from the SEC as described below.
The Section 15 Exemptive Order
On August 5, 1998, the SEC granted an exemption from Section 15(a) of the
1940 Act and Rule 18f-2 under the 1940 Act to AEGON/Transamerica Series Fund,
Inc. (formerly, WRL Series Fund, Inc.), AEGON/Transamerica Fund Advisers, Inc.
(formerly, WRL Investment Management, Inc.) ("ATSF") and any other registered
investment company advised by ATSF or a person controlling, controlled by, or
under common control with ATSF (Release No. IC 23379) (the "Exemptive Order").
IDEX and IMI are affiliates with those entities and are under common control
with ATSF. The provisions of the 1940 Act require that shareholders approve
investment advisory agreements, including sub-advisory agreements, and to
approve any material amendment to such an investment advisory agreement. If
shareholders approve the Sub-Adviser Approval Policy as described in the
Exemptive Order, IMI will be authorized, subject to approval by the Board, to
evaluate, select and retain new sub-adviser the Funds, or materially amend an
existing sub-advisory agreement without obtaining further approval of the
affected Fund's shareholders, whenever IMI and the Board believe such actions
are in the best interests of a Fund and its shareholders.
Shareholders should recognize that in engaging a new sub-adviser and
entering into a sub-advisory agreement, IMI will negotiate fees with that
sub-adviser and, because these fees are paid by IMI and not directly by the
Fund, any fee reduction negotiated by IMI may inure to IMI's benefit and any
increase will inure to its detriment. The fees paid to IMI by the Fund and the
fees paid to a sub-adviser by IMI are considered by the Board in approving the
advisory and sub-advisory arrangements, and any change in fees paid by the Fund
to IMI would require shareholder approval. In any event, if the shareholders
approve this Policy, then IMI, pursuant to the Fund's Agreement, will continue
to provide the same level of management and administrative services to the Fund
as it has always provided.
18
In addition to shareholder approval, the relief granted by the SEC and set
forth in the Exemptive Order is subject to the following conditions:
(1) IMI will not enter into a sub-advisory agreement with any affiliated
sub-adviser without the sub-advisory agreement,including the compensation to
be paid thereunder, being approved by the Fund's shareholders.
(2) At all times, a majority of the Board will be persons each of whom is
a Disinterested Trustee and the nomination of new or additional
Disinterested Trustees will be within the discretion of the then-existing
Disinterested Trustees.
(3) When a sub-adviser change is proposed for a Fund with an affiliated
sub-adviser, the Board, including a majority of the Disinterested Trustees,
will make a separate finding, reflected in the minutes of the meetings of
the Board, that the change is in the best interests of the Fund and the
shareholders, and does not involve a conflict of interest from which IMI or
the affiliated sub-adviser derives an inappropriate advantage.
(4) IMI will provide general management and administrative services to
IDEX and the Fund, including overall supervisory responsibility for the
general management and investment of the Fund's securities portfolios, and
subject to review andapproval by the Board, will: (a) set each Fund's
overall investment strategies; (b) select sub-advisers; (c) monitor and
evaluate the performance of sub-advisers; (d) allocate and, when
appropriate, reallocate the Fund's assets among its sub-advisers in those
cases where the Fund has more than one sub-adviser; and (e) implement
procedures reasonably designed to ensure that the sub-advisers comply with
the Fund's investment objective, policies, and restrictions.
(5) Within ninety (90) days of the hiring of any new sub-adviser, IMI
will furnish shareholders with all information about the new sub-adviser
that would be included in a proxy statement. The information will include
any change in the disclosure caused by the addition of a new sub-adviser.
IMI will meet this condition by providing the shareholders with an
information statement that meets certain requirements of the Securities
Exchange Act of 1934, as amended, and the rules thereunder.
(6) IDEX will disclose in its prospectus the existence, substance, and
effect of the Sub-Adviser Approval Policy. The IDEX prospectus will
prominently disclose that the investment adviser has ultimate responsibility
for the investment performance of the Fund due to its responsibility to
oversee sub-advisers and recommend their hiring, termination, and
replacement.
(7) No Trustee or officer of IDEX or IMI will own directly or indirectly
(other than through a pooled investment vehicle that is not controlled by
the Trustee or officer ) any interest in a sub-adviser, except for: (a)
ownership of interests in IMI or any entity that controls, is controlled by,
or is under common
19
control with IMI; or (b) ownership of less than one percent (1%) of the
outstanding securities of any class of equity or debt securities of a
publicly traded company that is either a sub-adviser or an entity that
controls, is controlled by, or is under common control with a sub-adviser.
In addition, in connection with the implementation of the Sub-Adviser
Approval Policy, the Board and IMI may amend, from time to time, certain
provisions of the sub-advisory agreements to reflect the terms and conditions
of the Exemptive Order and the Sub-Adviser Approval Policy.
VOTING INSTRUCTIONS
Shareholders of record of the Fund who own shares of beneficial interest at
the close of business on November 30, 2001 (the "Record Date") will be entitled
to vote at the Meeting, including any adjournment(s) thereof, with respect to
the Reorganization and Exchange, election of Trustees and the Sub-Adviser
Approval Policy. Shareholders of the Fund are entitled to one vote for each
share held and fractional votes for fractional shares held with no share having
cumulative voting rights.
With respect to the Fund, the presence in person or by proxy, of a majority
of the Fund shares outstanding and entitled to vote will constitute a quorum
for the transaction of business at the Meeting. If a quorum is not present at
the Meeting, or if a quorum is present at the Meeting but sufficient votes to
approve the proposal is not received, the persons names as proxies may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a majority
of the Fund's shares represented at the Meeting in person or by proxy
(excludingabstentions and "broker non-votes," as defined below).
The individuals named as proxies on the enclosed proxy card will vote in
accordance with your directions, if your proxy is received in a timely manner
and is properly executed. If we receive your proxy, and it is executed
properly, but you give no voting instructions with respect to the proposal,
your shares will be voted "FOR" the proposal set forth herein. The duly
appointed proxies may, in their discretion, vote upon such other matters as may
properly come before the Meeting.
Abstentions (proxies that are properly executed and returned and are
accompanied by instructions to withhold authority to vote), or broker
"non-votes" (shares held by a broker or nominee as to which instructions have
not been received from the beneficial owners or persons entitled to vote and
the broker or nominee does not have discretionary voting power) will be
considered present for purposes of determining the existence of aquorum for the
transaction of business, but, not being cast, will have no effect on the
outcome of matters.
20
You may revoke your proxy: (a) at any time prior to its exercise by written
notice of its revocation to the Secretary of IDEX at the above address prior to
the Meeting; (b) by the subsequent execution and return of another proxy prior
to the Meeting; or (c) by being present and voting in person at the Meeting and
giving oral notice of revocation to the Chairman of the Meeting.
The number of outstanding shares of beneficial interest for the Fund as of
the Record Date are 322,692.392.
Beneficial Owners. Occasionally, the number of shares of the Fund held in
the "street name" accounts of various securities dealers for the benefit of
their clients may exceed 5% of the total shares outstanding. The Fund has no
beneficial shareholders.
Solicitation. The principal solicitation of proxies will be by the mailing
of this Prospectus/Proxy Statement on or about January 7, 2002, but proxies may
also be solicited by telephone and/or in person by representatives of IDEX, its
affiliates, and ALAMO, a proxy services firm. The estimated cost for the
services by ALAMO is $2,200.00. Arrangements will be made with brokerage houses
and other custodians, nominees, and fiduciaries to forward proxies and proxy
materials to their principals. The cost of the Special Meeting, including the
preparation and mailing of the Notice, Proxy Statement and proxies, and the
solicitation of proxies, including reimbursement to broker-dealers and others
who forward proxy materials to their clients, will be borne by the shareholders
of the Fund.
As the date of the Meeting approaches, certain shareholders of the Fund may
receive a call from a representative of IDEX or ALAMO if IDEX has not yet
received their votes. Authorization to permit the IDEX representative to
execute proxies may be obtained from shareholders by telephonic instructions.
Proxies that are obtained telephonically in the solicitation process will be
recorded in accordance with the procedures set forth below.
If a telephonic proxy is solicited by a representative, the representative
is required to ask the shareholder for such shareholder's full name, address,
social security or employer identification number, title (if the person giving
the proxy is authorized to act on behalf of an entity, such as a corporation),
the number of shares owned, and to confirm that the shareholder has received
the Proxy Statement in the mail. If the information solicited agrees with the
information provided to the representative, then the representative has the
responsibility to explain the process, read the proposal listed on the proxy
card, and ask for the shareholder's instructions on such proposal. Although the
representative is permitted to answer questions about the solicitation process,
he or she is not permitted to recommend to the shareholder how to vote, other
than to read the recommendation set forth in the Proxy Statement. The
representative will record the shareholder's instructions on the card. Within
72 hours, IDEX will send the shareholder a letter or mailgram to confirm the
21
shareholder's vote and ask the shareholder to call immediately if the
shareholder's instructions are not correct in the confirmation.
If a shareholder wishes to participate in the Meeting, but does not wish to
give a proxy by telephone, such shareholder may still submit the proxy card
originally sent with the Proxy Statement or attend the Meeting in person. Any
proxy given by a shareholder, whether in writing, via the internet, by
telephone or by facsimile, is revocable. A shareholder may revoke the
accompanying proxy or a proxy given telephonically, via the internet or by
facsimile at any time prior to its use by filing with IDEX a written revocation
or duly executed proxy bearing a later date. In addition, any shareholder that
attends the Meeting in person may vote by ballot at the Meeting, thereby
canceling any proxy previously given.
Voting by telephone, via the Internet or by facsimile. Please follow the
instructions that are included herein if you wish to cast your vote by
telephone, via the Internet or by facsimile. Unless you later decide to change
your vote, please vote only one time using the method that is most convenient
for you.
FINANCIAL STATEMENTS AND EXPERTS
The financial statements incorporated in this Prospectus/Proxy Statement by
reference to the Annual Report to shareholders of IDEX Mutual Funds as of
October 31, 2001 and for each of the periods indicated, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent certified public accountants, given on the authority of said firm
as experts in auditing and accounting.
In addition, the unaudited pro forma combined financial statements of the
Acquiring Fund and the Fund as of October 31, 2001 have been incorporated
herein by reference.
OTHER MATTERS
The IDEX Trustees are not aware of any other matters which may come before
the Meeting. However, should any such matters properly come before the Meeting,
it is the intention of the persons named in the accompanying form of proxy to
vote the proxy in accordance with their judgment on such matters.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES
Please advise IDEX, in care of ALAMO, Attn: IDEX Mutual Funds, whether other
persons are the beneficial owners of Fund shares for which proxies are being
solicited from you, and, if so, the number of copies of the Prospectus/Proxy
Statement and other soliciting material you wish to receive in order to supply
copies to the beneficial owners of Fund shares.
22
IT IS IMPORTANT THAT YOU VOTE PROMPTLY. THEREFORE, SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND IN PERSON ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE
PROXY CARD IN THE ENCOSED, STAMPED ENVELOPE. OR IF YOU PREFER, VOTE BY
TELEPHONE, VIA THE INTERNET OR BY FACSIMILE BY FOLLOWING THE INSTRUCTIONS
INCLUDED HEREIN.
23
APPENDIX A
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION dated October 30, 2001 (the
"Agreement") between IDEX American Century International (the "Fund") and IDEX
International Equity (the "Acquiring Fund") of IDEX Mutual Funds ("IDEX"), a
Massachusetts Business Trust.
This Agreement is intended to be and is adopted as a plan of reorganization
and liquidation within the meaning of Section 368(a)(1)(C) of the United States
Internal Revenue Code of 1986, as amended (the "Code"). The reorganization (the
"Reorganization") will consist of the transfer of all of the assets of the Fund
in exchange solely for shares of the Acquiring Fund and the assumption by the
Acquiring Fund of certain liabilities of the Fund and the distribution, after
the Closing Date hereinafter referred to, of the Acquiring Fund shares to the
shareholders of the Fund in liquidation of the Fund as provided herein, all
upon the terms and conditions hereinafter set forth in this Agreement.
WHEREAS, both the Fund and the Acquiring Fund are registered, diversified,
open-end management investment companies, and the Fund owns securities which
are assets of the character in which the Acquiring Fund is permitted to invest;
WHEREAS, both the Acquiring Fund and the Fund are authorized to issue their
shares of beneficial interest;
WHEREAS, the Board of Trustees of IDEX has determined that the exchange of
all of the assets of the Fund and certain liabilities of the Fund for shares of
the Acquiring Fund and the assumption of such liabilities is in the best
interest of the Acquiring Fund's shareholders and that the interests of the
Acquiring Fund's existing shareholders would not be diluted as a result of this
transaction; and
WHEREAS, the Board of Trustees of IDEX has determined that the exchange of
all of the assets and certain of the liabilities of the Fund for shares of the
Acquiring Fund and the assumption of such liabilities is in the best interest
of the Fund's shareholders and that the interests of the Fund's existing
shareholders would not be diluted as a result of the transaction.
NOW THEREFORE, in consideration of the premises and covenants and agreements
hereinafter set forth, the parties agree as follows:
1. TRANSFER OF ASSETS OF THE FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND
ASSUMPTION OF FUND LIABILITIES AND LIQUIDATION OF THE FUND.
1.1 Subject to the terms and conditions contained herein, the Fund agrees to
assign, transfer and convey to the Acquiring Fund all of the assets of the Fund,
A-1
including all securities and cash (subject to certain liabilities), and the
Acquiring Fund agrees in exchange therefor (i) to deliver to the Fund the
number of Acquiring Fund shares, including fractional Acquiring Fund shares,
determined as set forth in paragraph 2.3; and (ii) to assume certain
liabilities of the Fund, as set forth in paragraph 1.2. Such transactions shall
take place at the closing (the "Closing") on the closing date ("Closing Date")
provided for in paragraph 3.1. In lieu of delivering certificates for the
Acquiring Fund shares, the Acquiring Fund shall credit the Acquiring Fund
shares to the Fund's account on the books of the Acquiring Fund and shall
deliver a confirmation thereof to the Fund.
1.2 The Fund will endeavor to discharge all of its know liabilities and
obligations prior to the Closing Date. The Acquiring Fund shall assume all
liabilities, expenses, costs, charges and reserves reflected on an unaudited
statement of assets and liabilities of the Fund prepared by IDEX, as of the
Valuation Date (as defined in paragraph 2.1), in accordance with generally
accepted accounting principles consistently applied from the prior audited
period. The Acquiring Fund shall assume only those liabilities of the Fund
reflected in that unaudited statement of assets and liabilities and shall not
assume any other liabilities, whether absolute or contingent.
1.3 Delivery of the assets of the Fund to be transferred shall be made on
the Closing Date and shall be delivered to State Street Bank, the IDEX
custodian (the "Custodian"), for the account of the Acquiring Fund, with all
securities not in bearer or book-entry form duly endorsed, or accompanied by
duly executed separate assignments or stock powers, in proper form for
transfer, with signatures guaranteed, and with all necessary stock transfer
stamps, sufficient to transfer good and marketable title thereto (including all
accrued interest and dividends and rights pertaining thereto) to the Custodian
for the account of the Acquiring Fund free and clear of all liens,
emcumbrances, rights, restrictions and claims. All cash delivered shall be in
the form of immediately available funds payable to the order of the Custodian
for the account of the Acquiring Fund.
1.4 The Fund will pay or cause to be paid to the Acquiring Fund any interest
received on or after the Closing Date with respect to assets transferred to the
Acquiring Fund hereunder. The Fund will transfer to the Acquiring Fund any
distributions, rights or other assets received by the Fund after the Closing
Date as distributions on or with respect to the securities transferred. Such
assets shall be deemed included in assets transferred to the Acquiring Fund on
the Closing Date and shall not be separately valued.
1.5 As soon after the Closing Date as is conveniently practicable (the
"Liquidation Date"), the Fund will liquidate and distribute pro rata to the
Fund's shareholders of record, determined as of the close of business on the
Closing Date, Acquiring Fund shares received by the Fund pursuant to paragraph
1.1. Such liquidation and distribution will be accomplished by the transfer of
the applicable Acquiring Fund shares then credited to the account of the Fund
on the books of the
A-2
Acquiring Fund to open accounts on the share records of the Acquiring Fund in
the names of the Fund's shareholders and representing the respective pro rata
number of the applicable Acquiring Fund shares due such shareholders. All
issued and outstanding shares of the Fund simultaneously will be canceled on
the books of the Fund.
1.6 Ownership of Acquiring Fund shares will be shown on the books of the
Acquiring Fund's transfer agent. Shares of the Acquiring Fund will be issued in
the manner described in the IDEX current prospectus and statement of additional
information.
1.7 Any transfer taxes payable upon issuance of the Acquiring Fund shares in
a name other than the registered holder of the Acquiring Fund shares on the
books of the Fund as of that time shall, as a condition of such issuance and
transfer, be paid by the person to whom such Acquiring Fund shares are to be
issued and transferred.
1.8 Any reporting responsibility of the Fund is and shall remain the
responsibility of the Fund up to and including the Closing Date and such later
date on which the Fund is dissolved.
2. VALUATION.
2.1 The value of the Fund's assets to be acquired by the Acquiring Fund
hereunder shall be the value of such assets computed as of the close of trading
on the floor of the New York Stock Exchange (currently, 4:00 p.m., New York
time), except that options and futures contracts will be valued 15 minutes
after the close of trading on the floor of the New York Stock Exchange, on the
Closing Date (such time and date being hereinafter called the "Valuation
Date"), using the valuation procedures set forth in the IDEX Declaration of
Trust, as amended, (the "IDEX Charter"), and then-current prospectus or
statement of additional information. In no event shall the same security held
by both the Fund and the Acquiring Fund be valued at different prices.
2.2 The net asset value of an Acquiring Fund share shall be the net asset
value per share computed as of the Valuation Date, using the valuation
procedures set forth in the Acquiring Fund's Charter and then-current
prospectus or statement of additional information.
2.3 The number of Acquiring Fund shares to be issued (including fractional
shares, if any) in exchange for the Fund's net assets shall be determined by
dividing the value of the net assets of the Fund determined using the same
valuation procedures referred to in paragraph 2.1 by the net asset value of one
Acquiring Fund share, determined in accordance with paragraph 2.2.
2.4 All computations of value shall be made in accordance with the regular
practices of the Acquiring Fund.
A-3
3. CLOSING AND CLOSING DATE.
3.1 The Closing Date shall be February 28, 2002 or such later date as the
parties may mutually agree. All acts taking place at the Closing shall be
deemed to take place simultaneously as of the close of business on the Closing
Date unless otherwise provided. The Closing shall be held at 5:00 p.m., New
York time, at the offices of IDEX, 570 Carillon Parkway, St. Petersburg,
Florida 33716 or such other time and/or place as the parties may mutually agree.
3.2 The Custodian shall deliver at the Closing a certificate of an
authorized officer stating that: (a) the Fund's portfolio securities, cash and
any other assets have been delivered immediately following the closing and will
conform to such information on the Fund's books immediately before the closing;
and (b) all necessary taxes including all applicable stock transfer stamps have
been paid, or provision for payment shall have been made, in conjunction with
the delivery of portfolio securities.
3.3 If on the Valuation Date (a) the New York Stock Exchange or another
primary trading market for portfolio securities of the Acquiring Fund or the
Fund shall be closed to trading or trading thereon shall be restricted, or (b)
trading or the reporting of trading on said Exchange or elsewhere shall be
disrupted so that accurate appraisal of the value of the net assets of the
Acquiring Fund or the Fund is impracticable, the Closing Date shall be
postponed until the first business day after the day when trading shall have
been fully resumed and reporting shall have been restored.
3.4 The transfer agent for the Fund shall deliver at the Closing a
certificate of an authorized officer stating that its records contain the names
and addresses of the Fund's shareholders and the number and percentage
ownership of outstanding shares, respectively, owned by each such shareholder
immediately prior to the Closing. The Acquiring Fund shall issue and deliver a
confirmation evidencing the Acquiring Fund shares to be credited on the Closing
Date to the Secretary of the Fund, or provide evidence satisfactory to the Fund
that such Acquiring Fund shares have been credited to the Fund's account on the
books of the Acquiring Fund. At the Closing, each party shall deliver to the
other such bills of sale, checks, assignments, receipts or other documents as
such other party or its counsel may reasonably request.
4. REPRESENTATIONS AND WARRANTIES.
4.1 The Fund represents and warrants to the Acquiring Fund as follows:
(a) The Fund is a series of IDEX Mutual Funds, a Massachusetts Business
Trust duly organized and validly existing under the laws of the State of
Massachusetts and has power to own all of its properties and assets and to
carry out its obligations under this Agreement.
A-4
(b) The Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as a open-end, diversified, management investment
company, and such registration has not been revoked or rescinded and is in
full force and effect.
(c) The Fund is not, and the execution, delivery and performance of this
Agreement will not result, in material violation of the IDEX Declaration of
Trust, as amended (the "Fund's Charter"), or its Bylaws or of any agreement,
indenture, instrument, contract, lease or other undertaking to which the
Fund is a party or by which it is bound.
(d) The Fund has no material contracts or other commitments outstanding
(other than this Agreement) which will be terminated with liability to it on
or prior to the Closing Date.
(e) No litigation or administrative proceeding or investigation of or
before any court or governmental body is currently pending or to its
knowledge threatened against the Fund or any of its properties or assets
which, if adversely determined, would materially and adversely affect its
financial condition or the conduct of its business. The Fund knows of no
facts which might form the basis for the institution of such proceedings,
and is not a party to or subject to the provisions of any order, decree or
judgment of any court or governmental body which materially and adversely
affects its business or its ability to consummate the transactions herein
contemplated.
(f) The Statements of Assets and Liabilities of the Fund for the period
ending October 31, 2001 were taken from the audited IDEX Mutual Funds
financial statements, and are in accordance with generally accepted
accounting principles, consistently applied, and such statements (copies of
which have been furnished to the Fund) fairly reflect the financial
condition of the Fund as of such date.
(g) Since October 31, 2001, there has not been any material adverse
change in the Fund's financial condition, assets, liabilities or business
other than changes occurring in the ordinary course of business, or any
incurrence by the Fund of indebtedness maturing more than one year from the
date such indebtedness was incurred, except as disclosed on the statement of
assets and liabilities referred to in Section 1.2 hereof.
(h) At the Closing Date, all Federal and other tax returns and reports of
the Fund required by law to have been filed by such dates shall have been
filed, and all Federal and other taxes shall have been paid so far as due,
or provision shall have been made for the payment thereof, and to the best
of the Fund's knowledge no such return is currently under audit and no
assessment has been asserted with respect to such returns.
(i) The Fund intends to meet, and to continue to meet, the requirements
of Subchapter M of the Code for qualification and treatment as a regulated
investment company.
A-5
(j) All issued and outstanding shares of the Fund are, and at the Closing
Date will be, duly and validly issued and outstanding, fully paid and
non-assessable. All of the issued and outstanding shares of the Fund will,
at the time of Closing, be held by the persons and in the amounts set forth
in the records of the transfer agent as provided in paragraph 3.4. The Fund
does not have outstanding any options, warrants or other rights to subscribe
for or purchase any of the Fund shares, nor is there outstanding any
security convertible into any of the Fund shares.
(k) On the Closing Date, the Fund will have full right, power and
authority to sell, assign, transfer and deliver the assets to be transferred
by it hereunder.
(l) The execution, delivery and performance of this Agreement will have
been duly authorized prior to the Closing Date by all necessary action on
the part of the IDEX Board of Trustees and, subject to the approval of
shareholders of the Fund, this Agreement will constitute the valid and
legally binding obligation of the Fund, enforceable in accordance with its
terms, subject to the effect of bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar laws relating to or
affecting creditors' rights generally and court decisions with respect
thereto, and to general principles of equity and the discretion of the court
(regardless of whether the enforceability is considered in a proceeding in
equity or at law).
(m) The proxy statement of the Fund (the "Proxy Statement"), included in
the Registration Statement referred to in paragraph 5.5 (other than
information therein that has been furnished by the Acquiring Fund) will, on
the effective date of the Registration Statement and on the Closing Date,
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which such
statements were made, not materially misleading.
4.2 The Acquiring Fund represents and warrants as follows:
(a) The Acquiring Fund is a series of IDEX Mutual Funds duly organized
and validly existing under the laws of the State of Massachusetts and has
power to carry on its business as it is now being conducted and to carry out
its obligations under this Agreement.
(b) The Acquiring Fund is registered under the 1940 Act as an open-end,
diversified management investment company, and such registration has not
been revoked or rescinded and is in full force and effect.
(c) The current prospectus and statement of additional information of the
Acquiring Fund conform in all material respects to the applicable
requirements of the Securities Act of 1933, as amended (the "1933 Act"), and
the 1940 Act and the rules and regulations of the Securities and Exchange
Commission thereunder and do not include any untrue statement of a material
fact or omit to
A-6
state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not materially misleading.
(d) The Acquiring Fund is not, and the execution, delivery and
performance of this Agreement will not result, in material violation of the
IDEX Charter or its Bylaws or of any agreement, indenture, instrument,
contract, lease or other undertaking to which the Acquiring Fund is a party
or by which it is bound.
(e) No litigation or administrative proceeding or investigation of or
before any court or governmental body is currently pending or to its
knowledge threatened against the Acquiring Fund or any of its properties or
assets which, if adversely determined, would materially and adversely affect
its financial condition or the conduct of its business. The Acquiring Fund
knows of no facts which might form the basis for the institution of such
proceedings, and is not a party to or subject to the provisions of any
order, decree or judgment of any court or governmental body which materially
and adversely affects its business or its ability to consummate the
transactions contemplated herein.
(f) The Statements of Assets and Liabilities of the Acquiring Fund at
October 31, 2001 were taken from the audited IDEX Mutual Funds financial
statements, and are in accordance with generally accepted accounting
principles, consistently applied, and such statements (copies of which have
been furnished to the Fund) fairly reflect the financial condition of the
Acquiring Fund as of such date.
(g) Since October 31, 2001 there has not been any material adverse change
in the Acquiring Fund's financial condition, assets, liabilities or business
other than changes occurring in the ordinary course of business, or any
incurrence by the Acquiring Fund of indebtedness maturing more than one year
from the date such indebtedness was incurred, except as disclosed on the
statement of assets and liabilities referred to in Section 4.2(f) hereof.
(h) At the Closing Date, all Federal and other tax returns and reports of
the Acquiring Fund required by law then to be filed shall have been filed,
and all Federal and other taxes shown as due on said returns and reports
shall have been paid or provision shall have been made for the payment
thereof.
(i) For each fiscal year of its operation, the Acquiring Fund has met the
requirements of Subchapter M of the Code for qualification and treatment as
a regulated investment company.
(j) All issued and outstanding shares of the Acquiring Fund are, and at
the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable. The Acquiring Fund does not have outstanding any
options, warrants or other rights to subscribe for or purchase any of the
Acquiring Fund's shares, nor is there outstanding any security convertible
into any Acquiring Fund shares.
A-7
(k) The execution, delivery and performance of this Agreement will have
been duly authorized prior to the Closing Date by all necessary action on
the part of the Acquiring Fund's Board of Trustees, and this Agreement will
constitute the valid and legally binding obligation of the Acquiring Fund
enforceable in accordance with its terms, subject to the effect of
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
and other similar laws relating to or affecting creditors' rights generally
and court decisions with respect thereto, and to general principles of
equity and the discretion of the court (regardless of whether the
enforceability is considered in a proceeding in equity or at law).
(l) The Proxy Statement included in the Registration Statement (only
insofar as it relates to the Acquiring Fund and is based on information
furnished by the Acquiring Fund) will, on the effective date of the
Registration Statement and on the Closing Date, not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which such statements were made, not materially
misleading.
5. COVENANTS OF THE ACQUIRING FUND AND THE FUND.
5.1 The Acquiring Fund and the Fund each will operate its business in the
ordinary course between the date hereof and the Closing Date, it being
understood that such ordinary course of business will include payment of
customary dividends and distributions.
5.2 The Fund will call a meeting of Fund shareholders to consider and act
upon this Agreement and to take all other action necessary to obtain approval
of the transactions contemplated herein.
5.3 Subject to the provisions of this Agreement, the Acquiring Fund and the
Fund will each take, or cause to be taken, all action, and do or cause to be
done, all things reasonably necessary, proper or advisable to consummate and
make effective the transactions contemplated by this Agreement.
5.4 As promptly as practicable, but in any case within sixty days after the
Closing Date, the Fund shall furnish the Acquiring Fund, in such form as is
reasonably satisfactory to the Acquiring Fund, a statement of the earnings and
profits of the Fund for Federal income tax purposes which will be carried over
to the Acquiring Fund as a result of Section 381 of the Code and which will be
certified by the Fund's President or its Vice President and Treasurer.
5.5 The Fund will provide the Acquiring Fund with information reasonably
necessary for the preparation of a prospectus (the "Prospectus") which will
include the Proxy Statement, referred to in paragraph 4.1(l), all to be
included in a Registration Statement on Form N-14 of the Acquiring Fund (the
"Registration
A-8
Statement"), in compliance with the 1933 Act, the Securities Exchange Act of
1934, as amended, and the 1940 Act in connection with the meeting of the Fund
shareholders to consider approval of this Agreement and the transactions
contemplated herein.
5.6 The Acquiring Fund agrees to use all reasonable efforts to obtain the
approvals and authorizations required by the 1933 Act, the 1940 Act and such of
the state Blue Sky or securities laws as it may deem appropriate in order to
continue its operations after the Closing Date.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND.
The obligations of the Acquiring Fund to complete the transactions provided
for herein shall be subject, at its election, to the performance by the Fund of
all the obligations to be performed by it hereunder on or before the Closing
Date and, in addition thereto, the following conditions:
6.1 All representations and warranties of the Fund contained in this
Agreement shall be true and correct in all material respects as of the date
hereof and, except as they may be affected by the transactions contemplated by
this Agreement, as of the Closing Date with the same force and effect as if
made on and as of the Closing Date.
6.2 The Fund shall have delivered to the Acquiring Fund a statement of the
Fund's assets and liabilities, together with a list of the Fund's portfolio
securities showing the tax basis of such securities by lot and the holding
periods of such securities, as of the Closing Date, certified by the Treasurer
of the Fund.
6.3 The Fund shall have delivered to the Acquiring Fund on the Closing Date
a certificate executed in its name by the IDEX President or Vice President and
its Treasurer, in form and substance satisfactory to the Acquiring Fund, to the
effect that the representations and warranties of the Fund made in this
Agreement are true and correct at and as of the Closing Date, except as they
may be affected by the transactions contemplated by this Agreement, and as to
such other matters as the Acquiring Fund shall reasonably request.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE FUND.
The obligations of the Fund to consummate the transactions provided for
herein shall be subject, at its election, to the performance by the Acquiring
Fund of all the obligations to be performed by it hereunder on or before the
Closing Date and, in addition thereto, the following conditions:
7.1 All representations and warranties of the Acquiring Fund contained in
this Agreement shall be true and correct in all material respects as of the
date hereof and,
A-9
except as they may be affected by the transactions contemplated by this
Agreement, as of the Closing Date with the same force and effect as if made on
and as of the Closing Date.
7.2 The Acquiring Fund shall have delivered to the Fund on the Closing Date
a certificate executed in its name by the IDEX President or Vice President and
its Treasurer, in form and substance reasonably satisfactory to the Fund, to
the effect that the representations and warranties of the Acquiring Fund made
in this Agreement are true and correct at and as of the Closing Date, except as
they may be affected by the transactions contemplated by this Agreement, and as
to such other matters as the Acquiring Fund shall reasonably request.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE
FUND.
If any of the conditions set forth below do not exist on or before the
Closing Date with respect to the Fund or the Acquiring Fund, the other party to
this Agreement shall, at its option, not be required to consummate the
transactions contemplated by this Agreement.
8.1 This Agreement and the transactions contemplated herein shall have been
approved by the requisite vote of the holders of the outstanding shares of the
Fund in accordance with the provisions of the IDEX Charter.
8.2 On the Closing Date, no action, suit or other proceeding shall be
pending before any court or governmental agency in which it is sought to
restrain or prohibit, or obtain damages or other relief in connection with,
this Agreement or the transactions contemplated herein.
8.3 All consents of other parties and all other consents, orders and permits
of Federal, state and local regulatory authorities (including those of the
Securities and Exchange Commission and of state Blue Sky and securities
authorities) deemed necessary by the Acquiring Fund or the Fund to permit
consummation, in all material respects, of the transactions contemplated hereby
shall have been obtained, except where failure to obtain any such consent,
order or permit would not involve a risk of a material adverse effect on the
assets or properties of the Acquiring Fund or the Fund, provided that either
party hereto may for itself waive any of such conditions.
8.4 The Registration Statement shall have become effective under the 1933
Act and no stop orders suspending the effectiveness thereof shall have been
issued and, to the best knowledge of the parties hereto, no investigation or
proceeding for that purpose shall have been instituted or be pending,
threatened or contemplated under the 1933 Act.
A-10
8.5 The Fund shall have declared a dividend or dividends which, together
with all previous such shall have the effect of distributing to the Fund's
shareholders all of the Fund's investment company taxable income for all
taxable years or periods ending on or prior to the Closing Date (computed
without regard to any deduction for dividends paid); the excess of its interest
income excludable from gross income under Section 103(a) of the Code over its
disallowed deductions under Sections 265 and 171(a)(2) of the Code, for all
taxable years or periods ending on or prior to the Closing Date; and all of its
net capital gain realized in all taxable years or periods ending on or prior to
the Closing Date (after reduction for any capital loss carry forward).
8.6 The parties shall have received an opinion of Sutherland Asbill &
Brennan LLP substantially to the effect that for Federal income tax purposes:
(a) The transfer of all or substantially all of the Fund's assets in
exchange for the Acquiring Fund shares and the assumption by the Acquiring
Fund of certain identified liabilities of the Fund will constitute a
"reorganization" within the meaning of Section 368(a)(1)(C) of the Code; (b)
No gain or loss will be recognized by the Acquiring Fund upon the receipt of
the assets of the Fund solely in exchange for the Acquiring Fund shares and
the assumption by the Acquiring Fund of certain identified liabilities of
the Fund; (c) No gain or loss will be recognized by the Fund upon the
transfer of the Fund's assets to the Acquiring Fund in exchange for the
Acquiring Fund shares and the assumption by the Acquiring Fund of certain
identified liabilities of the Fund or upon the distribution (whether actual
or constructive) of the Acquiring Fund shares to Fund shareholders in
exchange for their shares of the Fund; (d) No gain or loss will be
recognized by Fund shareholders upon the exchange of their Fund shares for
the Acquiring Fund shares; (e) The aggregate tax basis for the Acquiring
Fund shares received by each of the Fund's shareholders pursuant to the
Reorganization will be the same as the aggregate tax basis of the Fund
shares held by such shareholder immediately prior to the Reorganization, and
the holding period of the Acquiring Fund shares to be received by each Fund
shareholder will include the period during which the Fund shares exchanged
therefor were held by such shareholder (provided the Fund shares were held
as capital assets on the date of the Reorganization); and (f) The tax basis
of the Fund assets acquired by the Acquiring Fund will be the same as the
tax basis of such assets to the Fund immediately prior to the
Reorganization, and the holding period of the assets of the Fund in the
hands of the Acquiring Fund will include the period during which those
assets were held by the Fund.
9. TERMINATION OF AGREEMENT.
9.1 This Agreement and the transaction contemplated hereby may be terminated
and abandoned by resolution of the Board of the Fund or of the Acquiring Fund,
as the case may be, at any time prior to the Closing Date (and notwithstanding
A-11
any shareholder vote) if circumstances should develop that, in the opinion of
either Board, make proceeding with the Agreement inadvisable.
9.2 If this Agreement is terminated and the transaction contemplated hereby
is abandoned pursuant to the provisions of this Section 9, this Agreement shall
become void and have no effect, without any liability on the part of any party
hereto or the directors, officers or shareholders of the Acquiring Fund or of
the Fund, as the case may be, in respect of this Agreement, except that the
parties shall bear the aggregate expenses of the transaction contemplated
hereby in proportion to their respective net assets as of the date this
Agreement is terminated or the exchange contemplated hereby is abandoned.
10. WAIVER.
At any time prior to the Closing Date, any of the foregoing conditions may
be waived by the IDEX Board on behalf of the Fund or of the Acquiring Fund if,
in its judgment of either, such waiver will not have a material adverse effect
on the benefits intended under this Agreement to the shareholders of the Fund
or of the Acquiring Fund, as the case may be.
11. MISCELLANEOUS.
11.1 None of the representations and warranties included or provided for
herein shall survive consummation of the transactions contemplated hereby.
11.2 This Agreement contains the entire agreement and understanding between
the parties hereto with respect to the subject matter hereof, and merges and
supersedes all prior discussions, agreements and understandings of every kind
and nature between them relating to the subject matter hereof. Neither party
shall be bound by any condition, definition, warranty or representation, other
than as set forth or provided in this Agreement or as may be, on or subsequent
to the date hereof, set forth in a writing signed by the party to be bound
thereby.
11.3 This Agreement shall be governed and construed in accordance with the
internal laws of the State of Florida, without giving effect to principles of
conflict of laws; provided, however, that the due authorization, execution and
delivery of this Agreement by the Fund and the Acquiring Fund shall be governed
and construed in accordance with the internal laws of the State of
Massachusetts without giving effect to principles of conflict of laws.
11.4 This Agreement may be executed in counterparts, each of which, when
executed and delivered, shall be deemed to be an original.
11.5 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or
A-12
of any rights or obligations hereunder shall be made by any party without the
written consent of the other party. Nothing herein expressed or implied is
intended or shall be construed to confer upon or give any person, firm or
corporation, other than the parties hereto and their respective successors and
assigns, any rights or remedies under or by reason of this Agreement.
IN WITNESS WHEREOF, the Acquiring Fund and the Fund have caused this
Agreement and Plan of Reorganization to be executed and attested on its behalf
by its duly authorized representatives as of the date first above written.
IDEX Mutual Funds on behalf of:
IDEX INTERNATIONAL EQUTY
/S/ JOHN R. KENNEY
By: ____________________________________________
John R. Kenney
Chairman and
Chief Executive Officer
/S/ JOHN K. CARTER
ATTEST: _______________________________________________________________________
John K. Carter, Esq.
Secretary
IDEX Mutual Funds on behalf of:
IDEX AMERICAN CENTURY INTERNATIONAL
/S/ JOHN R. KENNEY
By: ____________________________________________
John R. Kenney
Chairman and
Chief Executive Officer
/S/ JOHN K. CARTER
ATTEST: _______________________________________________________________________
John K. Carter, Esq.
Secretary
A-13
PART B
STATEMENT OF ADDITIONAL INFORMATION
Relating to the Acquisition by
IDEX INTERNATIONAL EQUITY (the "Acquiring Fund")
A Series of IDEX Mutual Funds ("IDEX")
570 Carillon Parkway
St. Petersburg, Florida 33716
1-888-233-4339
Of The Assets of
IDEX American Century International
A Series of IDEX
Dated: January 7, 2002
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in connection with the Prospectus/Proxy
Statement dated December 13, 2001, relating specifically to the proposed
transfer of all of the assets and liabilities of IDEX American Century
International (the "Fund") in exchange for shares of IDEX International Equity
(the "Acquiring Fund"). The transfer is to occur pursuant to an Agreement and
Plan of Reorganization. Each of the following documents accompanies this
Statement of Additional Information and is incorporated herein by reference.
1. The IDEX Prospectus and Statement of Additional Information dated
March 1, 2001.
2. The IDEX Annual Report dated October 31, 2001.
GENERAL INFORMATION
This Statement of Additional Information relates to the proposed transfer of
substantially all of the assets and liabilities of IDEX American Century
International to IDEX International Equity, in exchange for like shares of IDEX
International Equity (the "Reorganization"). The aggregate net asset value of
each share issued will have an aggregate net asset value equal to the aggregate
net asset value of the shares of IDEX American Century International that were
outstanding immediately before the effective time of the Reorganization.
After the transfer of substantially all of its assets and liabilities in
exchange for the Acquiring Fund, the Fund will distribute such shares to its
shareholders in liquidation of the Fund. Each shareholder owning shares of the
Fund at the effective time of the Reorganization will receive shares of the
same Class from the Acquiring
1
Fund of equal value, and will receive any unpaid dividends or distributions
that were declared before the effective time of the Reorganization on shares of
the Fund. The Acquiring Fund will establish an account for each former
shareholder of the Fund reflecting the appropriate number of shares distributed
to such shareholder. These accounts will be substantially identical to the
accounts maintained by the Fund for each shareholder. Upon completion of the
Reorganization with respect to the Fund, all outstanding shares of the Fund
will have been redeemed and cancelled in exchange for shares distributed by the
Acquiring Fund, and the Fund will wind up its affairs and be terminated as a
series of IDEX under Massachusetts law.
For further information about the transaction, see the Proxy
Statement/Prospectus.
PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)
The unaudited pro forma Schedule of Investments and Statement of Assets and
Liabilities attached to this Statement of Additional Information as Exhibit A
gives effect to the proposed transfer of the assets and liabilities of the Fund
to the Acquiring Fund as if such transfer had occurred as of October 31, 2001.
In addition, the pro forma combined Statement of Operations has been prepared
as if the merger had occurred on April 2, 2001 (Fund's inception date), based
upon the fee and expense structure of the Fund. The pro forma financial
information should be read in conjunction with the historical financial
statements and notes thereto of the Fund and the Acquiring Fund, incorporated
herein by reference in this Statement of Additional Information. For purposes
of the pro forma information, the proposed transfer of the assets and
liabilities of the Fund to the Acquiring Fund has been accounted for as a
tax-free reorganization even though that has not been finalized.
Please Note: Pro forma information is presented for illustrative purposes only
and are not necessarily indicative of the operating results or financial
position that would have occurred had the described been consummated on the
date indicated, and such pro forma financial statements are not necessarily
indicative of future operating results or financial position.
2
PRO FORMA SCHEDULE OF INVESTMENTS (unaudited)
October 31, 2001
IDEX
American Century IDEX International
International Equity Pro Forma Fund
---------------- ------------------ ---------------
% of
Description TNA Shares Value Shares Value Shares Value
----------- ---- ------ -------- ------ -------- ------ --------
Australia 0.8%
COMMON STOCK
National Australia Bank,
Ltd. 809 $ 12,436 4,552 $ 69,974 5,361 $ 82,410
The News Corp., Ltd.
ADR 203 5,587 1,100 30,272 1,303 35,859
-------- -------- --------
18,023 100,246 118,269
-------- -------- --------
Belgium 0.7%
COMMON STOCK
Dexia 1,217 18,784 5,873 90,650 7,090 109,434
-------- -------- --------
Canada 2.7%
COMMON STOCK
Canadian Pacific
Railway, Ltd. * 328 5,530 2,200 37,092 2,528 42,622
Celestica, Inc. 331 11,360 1,318 45,234 1,649 56,594
Fairmont Hotels &
Resorts, Inc. * 164 2,927 1,100 19,635 1,264 22,562
PanCanadian Energy
Corp. ADR 536 14,847 3,000 83,100 3,536 97,947
Suncor Energy, Inc. 592 18,052 2,789 85,045 3,381 103,097
Talisman Energy, Inc. 299 10,521 1,682 59,184 1,981 69,705
-------- -------- --------
63,237 329,290 392,527
-------- -------- --------
Denmark 5.8%
COMMON STOCK
Danske Bank A/S 2,855 42,288 12,188 180,530 15,043 222,818
ISS A/S * 225 10,610 1,089 51,354 1,314 61,964
Novo Nordisk A/S 2,355 95,536 10,049 407,659 12,404 503,194
Vestas Wind Systems A/S 342 10,752 1,620 50,930 1,962 61,681
-------- -------- --------
159,186 690,473 849,658
-------- -------- --------
Finland 0.2%
COMMON STOCK
Sonera OY 970 5,517 5,182 29,475 6,152 34,992
-------- -------- --------
France 12.2%
COMMON STOCK
Accor SA 580 18,202 2,670 83,793 3,250 101,995
Altran Technologies SA 175 8,033 984 45,166 1,159 53,198
Aventis SA 1,256 92,410 5,348 393,479 6,604 485,889
Carrefour SA 120 6,140 710 36,327 830 42,467
L'Air Liquide SA * 103 13,886 577 77,791 680 91,678
Lafarge SA 130 11,548 730 64,846 860 76,394
Sanofi Synthelabo SA 566 37,314 2,413 159,077 2,979 196,391
Suez 1,760 55,329 7,500 235,778 9,260 291,107
Technip-Coflexip SA
ADR -- -- 837 23,771 837 23,771
3
PRO FORMA SCHEDULE OF INVESTMENTS (unaudited)
October 31, 2001
IDEX
American Century IDEX International
International Equity Pro Forma Fund
---------------- ------------------ -----------------
% of
Description TNA Shares Value Shares Value Shares Value
----------- ---- ------ -------- ------ ---------- ------ ----------
Total Fina Elf SA 222 $ 31,169 1,194 $ 167,638 1,416 $ 198,806
Vinci SA 343 20,683 1,632 98,410 1,975 119,093
Vivendi
Environnement 492 18,912 2,497 95,982 2,989 114,894
-------- ---------- ----------
313,626 1,482,058 1,795,682
-------- ---------- ----------
Germany 5.4%
COMMON STOCK
Allianz AG 180 42,266 841 197,475 1,021 239,741
Altana AG * 243 11,372 1,367 63,976 1,610 75,348
Bayerische Motoren
Werke (BMW)
AG 404 11,999 2,070 61,479 2,474 73,478
E.On AG 538 27,842 2,770 143,348 3,308 171,189
Henkel KGaA 242 14,266 1,300 76,634 1,542 90,900
Karstadt Quelle AG 66 2,106 465 14,836 531 16,942
Muenchener
Ruckversicherungs-
Namen AG 87 22,942 419 110,490 506 133,432
-------- ---------- ----------
132,793 668,238 801,029
-------- ---------- ----------
Hong Kong 0.1%
COMMON STOCK
China Mobile, Ltd. * 3,500 10,612 -- -- 3,500 10,612
-------- ----------
Ireland 0.8%
COMMON STOCK
CRH PLC 674 10,421 3,470 53,653 4,144 64,075
Elan Corp. PLC
ADR * 228 10,408 931 42,500 1,159 52,908
-------- ---------- ----------
20,829 96,153 116,983
-------- ---------- ----------
Italy 4.9%
COMMON STOCK
Alleanza
Assicurazioni SpA 1,381 14,231 7,771 80,080 9,152 94,311
Autostrade
Meridionali SpA * 4,645 29,180 22,744 142,878 27,389 172,058
Ente Nazionale
Idrocarburi SpA 2,456 30,769 12,021 150,599 14,477 181,368
Mediaset SpA 2,027 13,226 6,627 43,241 8,654 56,467
Riunione Adriatica
di Sicurta SpA * 1,469 17,624 8,100 97,176 9,569 114,799
Telecom Italia SpA 3,745 18,133 16,100 77,956 19,845 96,089
-------- ---------- ----------
123,163 591,930 715,093
-------- ---------- ----------
4
PRO FORMA SCHEDULE OF INVESTMENTS (unaudited)
October 31, 2001
IDEX American
Century IDEX International
International Equity Pro Forma Fund
- - --------------- ------------------ -----------------
% of
Description TNA Shares Value Shares Value Shares Value
----------- ---- ------ -------- ------ ---------- ------ ----------
Japan 11.2%
COMMON STOCK
Acom Company,
Ltd. 159 $ 13,273 805 $ 67,198 964 $ 80,471
Canon, Inc. 692 20,122 3,150 91,595 3,842 111,717
Honda Motor
Company, Ltd. 614 22,016 3,421 122,668 4,035 144,684
Ito-Yokado
Company, Ltd. 184 8,116 1,000 44,107 1,184 52,223
ITOUCHU Techno-
Science Corp. 114 7,710 500 33,815 614 41,525
Japan Tobacco, Inc. 2 13,069 9 58,809 11 71,878
KAO Corp. 588 13,928 3,000 71,061 3,588 84,989
Mitsubishi Heavy
Industries, Ltd. 3,998 13,454 22,000 74,034 25,998 87,488
Murata
Manufacturing
Company, Ltd. 150 9,409 600 37,638 750 47,047
Nintendo Company,
Ltd. 446 68,778 1,904 293,617 2,350 362,395
Nomura Holdings,
Inc. 581 7,640 3,000 39,451 3,581 47,091
NTT DoCoMo, Inc. 2 27,118 9 122,029 11 149,146
Shionogi &
Company, Ltd. 674 12,056 3,794 67,866 4,468 79,923
Takeda Chemical
Industries, Ltd. 279 13,514 1,571 76,093 1,850 89,606
The Tokio Marine
& Fire Insurance
Company, Ltd. 2,170 17,742 10,000 81,761 12,170 99,503
Toyota Motor Corp. 521 12,639 1,531 37,140 2,052 49,779
Yamato Transport
Company, Ltd. 461 8,642 2,207 41,371 2,668 50,013
-------- ---------- ----------
289,226 1,360,253 1,649,478
-------- ---------- ----------
Mexico 0.6%
COMMON STOCK
Telefonos de
Mexico SA de
C.V. ADR 392 13,352 2,118 72,139 2,510 85,491
-------- ---------- ----------
Netherlands 7.2%
COMMON STOCK
Fortis NV * 312 7,385 2,000 47,340 2,312 54,725
ING Groep NV 2,028 50,558 8,640 215,395 10,668 265,953
Koninklijke (Royal)
Philips
Electronics NV
NYRS 272 6,134 1,533 34,569 1,805 40,703
Koninklijke Ahold
NV * 3,315 93,264 14,100 396,689 17,415 489,954
TNT Post Groep
NV 861 16,831 4,063 79,424 4,924 96,254
5
PRO FORMA SCHEDULE OF INVESTMENTS (unaudited)
October 31, 2001
IDEX
American Century IDEX International
International Equity Pro Forma Fund
- - ---------------- ------------------ -----------------
% of
Description TNA Shares Value Shares Value Shares Value
----------- ---- ------ -------- ------ -------- ------ ----------
Unilever NV * 263 $ 13,776 1,149 $ 60,185 1,412 $ 73,961
Wolters Kluwer NV * 283 5,940 1,840 38,618 2,123 44,558
-------- -------- ----------
193,888 872,220 1,066,107
-------- -------- ----------
South Korea 1.2%
COMMON STOCK
Hyundai Motor
Company, Ltd. 988 15,918 -- -- 988 15,918
Kookmin Bank 498 13,029 2,316 60,573 2,814 73,602
Korea Electric Power
Corp. 530 8,375 -- -- 530 8,375
Samsung Electronics
Company, Ltd. 30 4,032 90 12,095 120 16,127
SK Telecom
Company, Ltd.
ADR 424 8,938 2,600 54,808 3,024 63,746
-------- -------- ----------
50,292 127,476 177,768
-------- -------- ----------
Spain 0.9%
COMMON STOCK
Banco Popular
Espanol SA 683 22,928 3,346 112,325 4,029 135,253
-------- -------- ----------
Sweden 1.2%
COMMON STOCK
Hennes & Mauritz AB
B Shares 467 8,153 2,593 45,271 3,060 53,424
Nordea AB 1,279 5,639 2,755 12,147 4,034 17,787
Securitas AB 917 15,237 5,159 85,724 6,076 100,961
-------- -------- ----------
29,029 143,142 172,173
-------- -------- ----------
Switzerland 6.4%
COMMON STOCK
Credit Suisse Group 1,310 47,862 5,400 197,295 6,710 245,157
Julius Baer Holding,
Ltd. 17 5,192 120 36,646 137 41,838
Nestle SA 202 41,908 864 179,251 1,066 221,159
Novartis AG 354 13,248 1,768 66,165 2,122 79,413
Swisscom AG * 45 12,489 254 70,495 299 82,984
UBS AG 398 18,499 1,791 83,248 2,189 101,747
Zuerich Rueck-
versiche-rung Koeln
AG * 254 26,115 1,346 138,389 1,600 164,504
-------- -------- ----------
165,313 771,489 936,803
-------- -------- ----------
6
PRO FORMA SCHEDULE OF INVESTMENTS (unaudited)
October 31, 2001
IDEX
American Century IDEX International
International Equity Pro Forma Fund
- - ---------------- ------------------ ------------------
% of
Description TNA Shares Value Shares Value Shares Value
----------- ---- ------ -------- ------ ---------- ------- ----------
United Kingdom 31.4%
COMMON STOCK
Amvescap PLC 473 $ 5,644 1,900 $ 22,673 2,373 $ 28,317
BAE SYSTEMS PLC * 6,170 29,945 25,300 122,787 31,470 152,732
Barclays PLC 1,877 56,433 8,008 240,764 9,885 297,197
BP PLC 2,408 19,466 13,555 109,577 15,963 129,044
British American
Tobacco PLC 5,211 45,462 22,237 194,001 27,448 239,462
British Sky Broad-
casting Group PLC * 1,388 15,553 6,308 70,684 7,696 86,237
British Telecommuni--
cations PLC * 3,424 17,290 19,269 97,303 22,693 114,593
Canary Wharf Group
PLC * 1,649 10,697 9,280 60,197 10,929 70,894
Capita Group PLC 2,407 15,290 13,550 86,072 15,957 101,362
Centrica PLC 6,330 20,197 35,625 113,666 41,955 133,863
Compass Group PLC 5,197 37,720 22,175 160,947 27,372 198,668
Diageo PLC * 3,617 36,188 16,029 160,368 19,646 196,555
Dixons Group PLC 3,804 11,611 17,500 53,417 21,304 65,028
Exel PLC 1,170 11,629 5,963 59,268 7,133 70,897
GlaxoSmithKline PLC
ADR 1,606 85,600 6,853 365,265 8,459 450,865
Great Universal Stores
PLC 2,047 14,433 11,032 77,783 13,079 92,216
Hanson PLC 1,786 12,209 10,054 68,730 11,840 80,939
HSBC Holdings PLC 1,807 19,814 10,171 111,528 11,978 131,342
Lloyds TSB Group
PLC 2,094 21,103 11,783 118,744 13,877 139,847
Next PLC 2,419 30,644 11,834 149,913 14,253 180,556
Pearson PLC 1,097 13,178 4,300 51,656 5,397 64,835
Prudential PLC 912 9,542 5,000 52,316 5,912 61,859
Reckitt Benckiser PLC 2,313 32,347 10,728 150,031 13,041 182,378
Reed International PLC 5,468 44,800 25,649 210,144 31,117 254,943
Rentokil Initial PLC 3,027 10,880 17,038 61,243 20,065 72,123
Royal and Sun Alliance
Insurance Group
PLC 4,669 25,480 20,675 112,827 25,344 138,307
Royal Bank of Scotland
Group 1,419 34,011 6,700 160,585 8,119 194,596
Safeway PLC 1,126 5,727 -- -- 1,126 5,727
Smith & Nephew PLC 4,264 23,952 20,901 117,406 25,165 141,358
Tesco PLC 11,991 42,185 58,868 207,102 70,859 249,287
Vodafone Group PLC 22,936 53,070 91,640 212,041 114,576 265,111
WPP Group PLC 806 7,260 3,699 33,321 4,505 40,581
-------- ---------- ----------
819,360 3,812,359 4,631,719
-------- ---------- ----------
7
PRO FORMA SCHEDULE OF INVESTMENTS (unaudited)
October 31, 2001
IDEX
American Century IDEX International
International Equity Pro Forma Fund
- - -------------------- --------------------- ---------------------
% of
Description TNA Shares Value Shares Value Shares Value
----------- ----- --------- ---------- --------- ----------- --------- -----------
United States 4.0%
COMMON
STOCK
(4.0%)
AFLAC,
Inc. 490 $ 11,985 2,594 $ 63,449 3,084 $ 75,435
Biovail
Corp. * 359 16,966 1,989 94,000 2,348 110,966
Tyco Inter-
national,
Ltd. 1,545 75,921 6,599 324,275 8,144 400,196
---------- ----------- -----------
104,872 481,724 586,597
---------- ----------- -----------
Total
Common
and Non-
convertible
Preferred
Stock 97.7% 2,554,030 11,831,640 14,385,670
---------- ----------- -----------
Total
Common
and Non-
convertible
Preferred
Stock Cost 2,674,753 12,170,241 14,844,994
---------- ----------- -----------
Description Principal Value Principal Value Principal Value
----------- --------- ---------- --------- ----------- --------- -----------
SHORT-
TERM
SECUR-
ITIES....... 2.3%
State
Street
Bank &
Trust
Eurodollar
Time
Deposit
1.000%
11-1-
2001 $258,277 $ 258,277 $80,661 $ 80,661 $338,938 $ 338,938
---------- ----------- -----------
Total Short-
Term
Securities
(cost equals
value) 258,277 80,661 338,938
---------- ----------- -----------
Total
Investments 100.0% 2,812,307 11,912,301 14,724,608
---------- ----------- -----------
Total
Investments
Cost 2,933,030 12,250,902 15,183,932
---------- ----------- -----------
8
PRO FORMA SCHEDULE OF INVESTMENTS (unaudited)
October 31, 2001
IDEX
American IDEX
Century International Pro Forma
International Equity Fund
- - ------------- ------------- -----------
Notional Amount and Description % of TNA Value Value Value
- ------------------------------- --------- ------------- ------------- -----------
UNREALIZED GAIN (LOSS) ON
FORWARD FOREIGN
CURRENCY CONTRACTS @ 0.0%
B 27,187 British Pound 11-1-2001 Buy $ -- $ (12) $ (12)
B 17,025 British Pound 11-1-2001 Buy (23) -- (23)
B 12,309 British Pound 11-1-2001 Sell 10 -- 10
D 117,723 Danish Krone 11-1-2001 Buy (127) -- (127)
E 36,064 Euro 11-1-2001 Buy (150) -- (150)
E 21,595 Euro 11-2-2001 Buy (136) -- (136)
E 749 Euro 11-2-2001 Sell 7 -- 7
E 4,002 Euro 11-2-2001 Sell -- 40 40
F 16,118 Swiss Franc 11-1-2001 Buy (102) -- (102)
J 796,793 Japanese Yen 11-1-2001 Buy (35) -- (35)
J 7,722,249 Japanese Yen 11-2-2001 Buy -- 324 324
J 486,469 Japanese Yen 11-2-2001 Sell 20 -- 20
K 163,189 Swedish Krona 11-2-2001 Buy -- 79 79
---------- ----------- -----------
Total Unrealized Net Gain (Loss) on Forward
Foreign Currency Contracts (536) 431 (105)
---------- ----------- -----------
Other Net Assets (Liabilities) 0.0% (114,905) 109,587 (5,318)
---------- ----------- -----------
Net Assets (100.0%) $2,696,866 $12,022,319 $14,719,185
========== =========== ===========
- --------
* Security is presently non-income producing.
@ Notional amount of forward foreign currency contracts and principal amount
of foreign bonds are denominated in the indicated currency: B-British Pound;
D-Danish Krone; E-Euro; F-Swiss Franc; J-Japanese Yen; K-Swedish Krona.
See accompanying notes to the unaudited pro forma financial statements.
Management does not anticipate selling any securities as a result of the merger.
9
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES (unaudited)
October 31, 2001
All numbers (except per share amounts) in thousands
IDEX
American IDEX Pro
Century International Forma
International Equity Adjustments Fund
------------- ------------- ----------- -------
ASSETS:
Investment securities, at market value.... $2,812 $11,912 $-- $14,724
Cash...................................... -- 10 -- 10
Receivables:
Investment securities sold.............. 18 191 -- 209
Shares of beneficial interest sold...... 8 4 -- 12
Interest................................ -- -- -- --
Dividends............................... 4 29 -- 33
Due from investment adviser............. 42 1 -- 43
Forward foreign currency contracts........ -- -- -- --
Other..................................... -- 1 -- 1
------ ------- --- -------
Total Assets........................... 2,884 12,148 -- 15,032
------ ------- --- -------
LIABILITIES:
Accounts payable:
Investment securities purchased......... 125 70 -- 195
Shares of beneficial interest redeemed.. 8 2 -- 10
Accrued liabilities:
Management and advisory fees............ -- -- -- --
Distribution fees....................... 2 8 -- 10
Transfer agent fees and expenses........ 6 13 -- 19
Forward foreign currency contracts........ -- -- -- --
Other..................................... 46 33 -- 79
------ ------- --- -------
Total Liabilities...................... 187 126 -- 313
------ ------- --- -------
Net Assets............................. $2,697 $12,022 $-- $14,719
====== ======= === =======
NET ASSETS CONSIST OF:
Shares of beneficial interest, unlimited
shares authorized........................ 2,997 17,075 -- 20,072
Undistributed net investment income (loss)
or (distribution in excess of net
investment income)....................... -- (4) -- (4)
Undistributed net realized loss from
investments and foreign currency
transactions............................. (179) (4,709) -- (4,888)
Net unrealized depreciation of investments
and translation of foreign denominated
assets/liabilities....................... (121) (340) -- (461)
------ ------- --- -------
Net Assets............................. $2,697 $12,022 $-- $14,719
====== ======= === =======
Investment securities, at cost......... $2,933 $12,251 $-- $15,184
====== ======= === =======
Net Assets: Class A....................... $1,063 $ 5,209 $-- $ 6,272
Net Assets: Class B....................... 1,081 5,003 -- 6,084
Net Assets: Class C....................... 314 938 -- 1,252
Net Assets: Class M....................... 239 872 -- 1,111
------ ------- --- -------
$2,697 $12,022 $-- $14,719
====== ======= === =======
Outstanding Shares: Class A............... 125 621 3 749
Outstanding Shares: Class B............... 128 614 4 746
Outstanding Shares: Class C............... 37 115 2 154
Outstanding Shares: Class M............... 28 107 1 136
Net Asset Value: Class A.................. $ 8.48 $ 8.38 $ 8.38
Net Asset Value: Class B.................. $ 8.45 $ 8.15 $ 8.15
Net Asset Value: Class C.................. $ 8.45 $ 8.15 $ 8.15
Net Asset Value: Class M.................. $ 8.45 $ 8.18 $ 8.18
Offering Price: Class A................... $ 8.97 $ 8.87 $ 8.87
Offering Price: Class M................... $ 8.54 $ 8.26 $ 8.26
Amounts shown as "--" represent amounts that are zero or those that round to
less than $1,000. See accompanying notes to unaudited pro forma financial
statements.
10
PRO FORMA STATEMENT OF OPERATIONS (unaudited)
For the period from April 2, 2001 through October 31, 2001
All numbers (except per share amounts) in thousands
IDEX IDEX
American Century International Pro Forma
International Equity Adjustments Fund
---------------- ------------- ----------- ---------
Investment Income:
Interest.............................. $ 3 $ 30 $ -- $ 33
Dividends............................. 14 205 -- 219
Less withholding taxes on foreign
dividends............................ (1) (20) -- (21)
-------- --------- ------ ---------
16 215 -- 231
-------- --------- ------ ---------
Expenses:
Management and advisory fees.......... 9 69 16 94
Transfer agent fees and expenses...... 12 58 -- 70
Custody and accounting fees and
expenses............................. 97 48 (16) 129
Registration fees..................... 51 37 -- 88
Trustees fees and expenses............ -- -- -- --
Audit fees and expenses............... 5 11 (5) 11
Other................................. 4 6 -- 10
Distribution and service fees:
Class A............................... 1 14 -- 15
Class B............................... 4 34 -- 38
Class C............................... 1 7 -- 8
Class M............................... 1 5 -- 6
-------- --------- ------ ---------
Gross Expenses.......................... 185 289 (5) 469
Less fee waivers and reimbursements by
the investment adviser................. (162) (127) 36 (253)
-------- --------- ------ ---------
Net Expenses............................ 23 162 31 216
-------- --------- ------ ---------
Net Investment Income (Loss)............ (7) 53 (31) 15
-------- --------- ------ ---------
Realized Loss on Investments, Futures/
Options Contracts and
Foreign Currency Transactions:
Net realized loss during the period on:
Investments........................... (184) (4,126) -- (4,310)
Futures/options contracts............. -- -- -- --
Foreign currency transactions......... (5) (20) -- (25)
-------- --------- ------ ---------
(189) (4,146) -- (4,335)
-------- --------- ------ ---------
Unrealized Gain (Loss) on Investments,
Futures/Options Contracts and
Foreign Currency Transactions:
Net unrealized appreciation
(depreciation) during the period on:
Investments........................... (121) 1,729 -- 1,608
Futures/options contracts............. -- -- -- --
Translation of assets and liabilities
denominated in foreign currency...... -- -- -- --
-------- --------- ------ ---------
(121) 1,729 -- 1,608
-------- --------- ------ ---------
Net Loss on Investments, Futures/
Options Contracts
and Foreign Currency Transactions...... (310) (2,417) -- (2,727)
-------- --------- ------ ---------
Net Decrease in Net Assets Resulting
from Operations........................ $ (317) $ (2,364) $ (31) $ (2,712)
======== ========= ====== =========
Amounts shown as "--" represent amounts that are zero or those that round to
less than $1,000. See accompanying notes to unaudited pro forma financial
statements.
11
Notes to Pro Forma Financial Statements
for Reorganization between
IDEX American Century International and IDEX International Equity
October 31, 2001
(unaudited)
1. General Information and Basis for Combination/Presentation
The accompanying unaudited pro forma financial statements are presented to
show the effect of the proposed transaction whereby IDEX International Equity
(the "Acquiring Fund") would acquire substantially all of the assets and assume
substantially all of the liabilities of IDEX American Century International
(the "Fund") in exchange for Class A, B, C and M shares of the Acquiring Fund
(in like proportion to the shares of the Fund) as described elsewhere in this
Proxy Statement/Prospectus. The Acquiring Fund will, in connection with the
reorganization, subsequently change its name to IDEX American Century
International.
Under the terms of the Agreement and Plan of Reorganization, the exchange of
assets of the Fund for Class A, B, C and M shares of the Acquiring Fund will be
treated as a tax-free reorganization and accordingly will be accounted for as a
tax-free reorganization. The acquisition would be accomplished by an
acquisition of the net assets of the Fund in exchange for Class A, B, C and M
shares of the Acquiring Fund at net asset value. The unaudited pro forma
Schedule of Investments and the unaudited pro forma Statement of Assets and
Liabilities have been prepared as though the acquisition had been effective on
October 31, 2001. The unaudited pro forma Statement of Operations has been
prepared as though the acquisition had been effective April 2, 2001, the date
of commencement of operations of the Fund, which management believes to be the
survivor for financial statement purposes.
The accompanying pro forma financial statements should be read in
conjunction with the financial statements and Schedules of Investments of the
Fund and the Acquiring Fund, which are included in the IDEX Mutual Funds Annual
Report dated October 31, 2001.
2. Pro Forma Adjustments
The accompanying unaudited pro forma Schedule of Investments and pro forma
Statement of Assets and Liabilities reflect changes as if the reorganization
had taken place on October 31, 2001, and the unaudited Statement of Operations
reflects adjustments to certain expenses to reflect the funds' operations as if
the reorganization had taken place as of April 2, 2001.
3. Management Agreement and Other Transactions
IDEX Management, Inc. ("IMI"), a subsidiary of AUSA Holding Company, is the
investment adviser of the Fund. The Fund pays IMI a management fee calculated
at an annual rate of 1.00% of the fund's average daily net assets on the first
12
$50 million, 0.95% on the next $100 million, 0.90% on the next $350 million,
and 0.85% on net assets over $500 million. This fee is calculated daily and
paid monthly. IMI and its affiliates also provide certain administrative
services to the Fund.
13
OTHER INFORMATION
Item 15. Indemnification
Reference is made to the Registrant's Declaration of Trust, and the
Registrant's By-Laws.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), may be permitted to Trustees,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant understands that in the opinion of the
Securities and Exchange Commission ("SEC") such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
Trustee, officer or controlling person of the 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, the
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 Securities Act and will be governed by the final adjudication
of such issue.
Item 16. Exhibits
1. Declaration of Trust and all amendments are incorporated herein by reference
to the Registrant's Registration Statement on Form N-1A (File No. 33-2659),
Amendment No. 24 as filed with the SEC on November 15, 1996.
2. (a) Amended and Restated By-Laws are incorporated herein by reference to the
Registrant's Registration Statement on Form N-1A (File No. 33-2659),
Amendment No. 24 as filed with the SEC on November 15, 1996.
3. Not applicable.
4. Agreement and Plan of Reorganization is filed herewith as Appendix A to the
Prospectus/Proxy Statement.
5. Not Applicable.
6. (a) Form of Investment Advisory Agreements are incorporated herein by
reference to the Registrant's Registration Statement on Form N-1A (File No.
33-2659), Amendment No. 33 as filed with the SEC on December 17, 1999
(IDEX GE U.S. Equity) and Amendment No. 41 as filed with the SEC on
December 15, 2000 (IDEX American Century Income & Growth).
(b) Form of Sub-Advisory Agreements are incorporated herein by reference to
the Registrant's Registration Statement on Form N-1A (File No. 33-2659),
Amendment No. 33 as filed with the SEC on December 17, 1999 (IDEX GE
U.S. Equity) and Amendment No. 41 as filed with the SEC on December 15,
2000 (IDEX American Century Income & Growth).
7. Distribution Agreement is incorporated herein by reference to the Registrant's
Registration Statement on Form N-1A (File No.33-2659), Amendment No. 33
as filed with the SEC on December 17, 1999 (IDEX GE U.S. Equity) and
Amendment No. 41 as filed with the SEC on December 15, 2000 (IDEX
American Century Income & Growth).
8. Not Applicable.
9. Custodian Agreement is incorporated herein by reference to the Registrant's
Registration Statement on Form N-1A (File No. 33-2659), Amendment No. 25
as filed with the SEC on 1/31/97.
10. Plans of Distribution under Rule 12b-1 are incorporated by reference to
Registrant's Registration Statement on Form N-1A (File No. 33-2659), Post-
Effective Amendment No. 41, as filed with the SEC on December 15, 2000.
11. Opinion and Consent of John Carter, Esq. is incorporated by reference to
Registrant's Registration Statement on Form N-14 (File No. 333-73332), Pre-
Effective Amendment No. 2, as filed with the SEC on December 27, 2001.
12. Form of opinion of Sutherland Asbill at Brenner LLP with respect to tax
matters is incorporated by reference to Registrant's Registration Statement on
Form N-14 (File No. 333-73332), Pre-Effective Amendment No. 2, as filed
with the SEC on December 27, 2001.
13. Transfer Agent Agreement, Administrative Services Plan and Multiple Class
Plan are incorporated herein by reference to Post-Effective Amendments Nos.
24, 41 and 42 to the Registrant's Registation Statement on Form N-1A (File
No. 33-2659), as filed with the SEC on November 15, 1996, December 15,
2000, and March 1, 2001, respectively.
14. Consents of Independent Certified Public Accountant are filed herewith.
15. Not Applicable.
16. Power of Attorney for the Registrant is incorporated herein by reference to the
Registrant's Registration Statement on Form N-1A (File No. 33-2659) as filed
with the SEC.
17. (a) Form of proxy card is incorporated by reference to Registrant's Registration
Statement on Form N-14 (File No. 333-73332), Pre-Effective Amendment No.
2, as filed with the SEC on December 27, 2001.
(b) The Registrant's Annual Report, dated 10/31/01, is incorporated herein by
reference.
(c) Prospectus and Statement of Additional Information of IDEX, dated March
1, 2001, are incorporated by reference to Registrant's Registration Statement
on Form N-14 (File No. 333-73332), Pre-Effective Amendment No. 2, as filed
with the SEC on December 27, 2001.
(d) IDEX Annual Report dated October 31, 2001 is incorporated by reference.
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public reoffering of
the securities registered through the use of a prospectus which is a part of
this Registration Statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act, the
reoffering prospectus will contain the information called for by the applicable
registration form for reofferings by persons by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment is effective,
and that, in determining any liability under the 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at the time shall be deemed
to be the initial bona fide offering of them.
3
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has
been signed on behalf of the Registrant in the City of St. Petersburg and the
State of Florida on the 7th day of January, 2002.
IDEX MUTUAL FUNDS
/S/ JOHN R. KENNEY
-------------------------------
John R. Kenney
Chairman, Trustee and Chief Executive Officer
As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.
Name Title Date
---- ----- ----
/S/ JOHN R. KENNEY Chairman, Trustee & January 7, 2002
-------------------------- CEO
John R. Kenney *
/S/ PATRICK S. BAIRD President and Trustee January 7, 2002
-------------------------- (Principal Executive
Patrick S. Baird * Officer)
/S/ THOMAS R. MORIARTY Senior Vice President January 7, 2002
-------------------------- Treasurer and
Thomas R. Moriarty * Principal Financial
Officer
/S/ CHRISTOPHER G. ROETZER Vice President, January 7, 2002
-------------------------- Assistant Treasurer
Christopher G. Roetzer * and Principal
Accounting Officer
/S/ PETER R. BROWN Vice Chairman & January 7, 2002
-------------------------- Trustee
Peter R. Brown *
/S/ DANIEL CALABRIA Trustee January 7, 2002
--------------------------
Daniel Calabria *
/S/ JAMES L. CHURCHILL Trustee January 7, 2002
--------------------------
James L. Churchill *
4
Name Title Date
---- ----- ----
/S/ CHARLES C. HARRIS Trustee January 7, 2002
-------------------------
Charles C. Harris*
/S/ WILLIAM W. SHORT, JR. Trustee January 7, 2002
-------------------------
William W. Short, Jr. *
/S/ JACK E. ZIMMERMAN Trustee January 7, 2002
-------------------------
Jack E. Zimmerman *
/S/ JOHN K. CARTER
-------------------------
*Signed by John K. Carter
Attorney in Fact
5
EXHIBIT INDEX
Exhibit No. Description
14 Consent of Independent Certified Public Accountants