As filed with the Securities and Exchange Commission on January 8, 2002
Registration No. 333-73342
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)
------------------------------------
Copy To:
Catherine S. Wooledge
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2415
----------------------------------
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.
----------------------------------
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
i
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 INCOME & GROWTH TO HELP YOU UNDERSTAND AND VOTE ON THE
PROPOSAL
Please read the enclosed prospectus/proxy statement for a complete
description of the proposal. 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 consider a plan of reorganization on behalf
of IDEX American Century Income & Growth.
Q. HAS THE BOARD APPROVED THE PROPOSAL?
A. Yes. The IDEX Board has approved the proposals and recommends that you vote
"FOR" the applicable 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 GE U.S. Equity equal in value to the
shares of IDEX American Century Income & Growth that they owned on the
Closing Date. The net asset value per share of IDEX GE U.S. Equity will not
be affected by the transaction. So the reorganization will not result in a
dilution of any shareholder's interest.
Q. WHAT ARE THE ADVANTAGES OF MERGING THE FUNDS?
A. There are three key potential advantages: American Century Income & Growth
is managed by an investment team at American Century Investment Management,
Inc. ("American Century"). The investment team combines a highly disciplined
investment strategy and considerable expertise. The IDEX Board has selected
American Century to also serve as sub-adviser to the IDEX GE U.S. Equity
fund effective March 1, 2002, subject to shareholder approval.
By combining the funds, shareholders may enjoy lower expense ratios over
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 are categorized as growth and income funds and invest in common
stocks to achieve their investment goals.
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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
proposal.
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 1:00 p.m. 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. 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 fax, 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.
2
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!
3
IDEX AMERICAN CENTURY INCOME & GROWTH
IDEX Mutual Funds
570 Carillon Parkway
St. Petersburg, Florida 33716
Dear Shareholder:
As a shareholder of IDEX American Century Income & Growth (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 GE U.S. 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 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 (the "Acquiring Fund") that
has a similar investment objective and similar management policies as the Fund.
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: Please indicate your vote on the enclosed proxy card, date
and sign the proxy, and mail the proxy card promptly in the enclosed,
postage-paid envelope. Please allow sufficient time for the proxy card to be
received on or before 1:00 p.m., February 22, 2002 ET.
TO VOTE BY TELEPHONE, VIA THE INTERNET OR BY FACSIMILE: Please follow 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. ET
(Monday-Friday).
Sincerely,
/S/ JOHN R. KENNEY
-------------------------------
John R. Kenney
Chairman and Chief Executive Officer
January 7, 2001
IDEX MUTUAL FUNDS
IDEX American Century Income & Growth
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 Income & Growth of IDEX Mutual
Funds:
Notice is hereby given that a special meeting of the shareholders of IDEX
American Century Income & Growth (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 1:00 p.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 GE
U.S. 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") 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 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,
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 sign, date and return the
proxy card but give no voting instructions, your shares will be voted "FOR"
each proposal presented above.
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.
- ------------------------------------------------------------
PROPOSAL: THE ACQUISITION OF THE ASSETS OF
IDEX AMERICAN CENTURY INCOME & GROWTH BY AND
IN EXCHANGE FOR SHARES OF IDEX GE U.S. EQUITY
- ------------------------------------------------------------
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 of proxies by the Board of Trustees of IDEX Mutual Funds ("IDEX")
on behalf of IDEX American Century Income & Growth (the "Fund") to be used at
the Special Meeting of Shareholders (the "Meeting") of the Fund to be held
February 8, 2002, at 1:00 p.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 30, 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 GE U.S. Equity (the "Acquiring Fund"), as more fully
described in this Prospectus/Proxy Statement (the "Exchange" or
"Reorganization"). 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 Income Growth 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
1
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.
- ------------------------------------------------------------
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.
- ------------------------------------------------------------
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,
842,639.847 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 No. 1--Acquisition of Assets:
Summary......................................................... 4
Reasons for the Exchange........................................ 10
Information about the Exchange.................................. 10
Additional Information about the Fund and the Acquiring Fund.... 12
Voting Information.............................................. 17
Financial Statements and Experts................................ 19
Other Matters................................................... 19
Notice to Broker/Dealers and Voting Trustees and Their Nominees. 19
Appendix A: Agreement and Plan of Reorganization................... 1A
3
- ------------------------------------------------------------
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 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."
4
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
Fund's Prospectus. Information contained in this Prospectus/Proxy Statement is
qualified by the more complete information set forth in such IDEX Prospectus,
which is incorporated herein by reference.
Objectives. The Acquiring Fund seeks long-term growth of capital. The Fund
seeks dividend growth, current income and capital appreciation by investing in
common stock.
Acquiring Fund and Fund Strategies. To pursue its goal, the Acquiring Fund
invests principally in common stocks of U.S. companies. The Fund invests
principally in common stocks. The Acquiring Fund manager uses a Multi-Style(R)
investment strategy that combines growth and value investment management
styles. As a result, the Acquiring Fund has characteristics similar to the
Standard & Poor's 500 Composite Stock Index, including capital appreciation and
income potential. Stock selection is key to the performance of the Acquiring
Fund.
Through fundamental company research, the Acquiring Fund manager seeks to
identify securities of large companies with characteristics such as: attractive
valuations, financial strength, high quality management focused on generating
shareholder value.
The Fund's investment strategy utilizes quantitative management techniques
in a two-step process that draws heavily on computer technology. In the first
step, the fund manager ranks stocks, primarily the 1,500 largest publicly
traded companies in the United States (measured by their market capitalization)
from most attractive to least attractive. This is determined by using a
computer model that combines measures of a stock's value, as well as measures
of its growth potential. To measure value, the manager uses ratios of stock
price-to-book value and stock price-to-cash flow, among others. To measure
growth, the manager uses, among others, the rate of growth of company's
earnings and changes in its earnings estimates.
In the second step, the manager uses a technique called portfolio
optimization. In portfolio optimization, the manager uses a computer model to
build a portfolio of stocks for the ranking described earlier that it believes
will provide the optimal balance between risk and expected return. The goal is
to create a fund that provides better returns than the S&P 500, without taking
on significant additional risk.
The Fund's manager does not attempt to time the market. Instead, under
normal market conditions, it intends to keep the fund essentially fully
invested in stocks regardless of the movement of stock prices. Stock index
futures contracts, a type of derivative security, can help the fund's cash
assets remain liquid while performing more like stocks. The fund has a policy
governing stock index futures and similar derivative securities to help manage
the risk of these types of instruments. For example, the manager cannot
leverage the fund's assets by investing in a derivative security.
5
Shareholders of the Acquiring Fund are also receiving proxies to ask for
approval of a new Sub-Advisory Agreement on behalf of the 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 will resign 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 10 b.p. increase in fees as
described more fully below.
Main Risks. The principal risk associated with an investment in the
Acquiring Fund is stock risk. The principal risks associated with investing in
the Fund are stock risk, foreign stock risks, and quantitative models risk.
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.
Quantitative Models--A quantitative model that is developed to select
stocks may not be effective. As a result, overall returns of the fund may be
lower than if other methods were used to select the stock held by the fund.
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
fiscal period from April 2, 2001 (inception) through October 31, 2001. The "Pro
Forma After
6
Exchange" information is estimated based on net assets and fund accruals 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 sub-advisory
agreement will reflect a change in management fees to reflect the current fee
structure of the Fund's management fees. Implementation of the agreement is
contingent upon the approval of a special meeting of shareholders of IDEX GE
U.S. Equity which will be held on February 8, 2002 at 1:00 p.m.
Fund:
Class A Class B Class C Class M
------- ------- ------- -------
Management Fees...................... 0.90 % 0.90 % 0.90 % 0.90 %
Distribution and service (12b-1) fees 0.35 % 1.00 % 1.00 % 0.90 %
Other Expenses....................... 7.75 % 7.75 % 7.75 % 7.75 %
Total annual fund operating expenses. 9.00 % 9.65 % 9.65 % 9.55 %
Expense reduction (a)................ 7.15 % 7.15 % 7.15 % 7.15 %
Net Operating Expenses............... 1.85 % 2.50 % 2.50 % 2.40 %
- --------
(a) Contractual arrangement with IMI through 4/30/02 for expenses that exceed
1.50%, excluding 12b-1 fees.
7
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....................... 1.34 % 1.34 % 1.34 % 1.34 %
Total annual fund operating expenses. 2.49 % 3.14 % 3.14 % 3.04 %
Expense reduction (a)................ 0.76 % 0.76 % 0.76 % 0.76 %
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 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.
PRO FORMA AFTER EXCHANGE*:
Class A Class B Class C Class M
------- ------- ------- -------
Management Fees...................... 0.90 % 0.90 % 0.90 % 0.90 %
Distribution and service (12b-1) fees 0.35 % 1.00 % 1.00 % 0.90 %
Other Expenses....................... 2.24 % 2.24 % 2.24 % 2.24 %
Total annual fund operating expenses. 3.49 % 4.14 % 4.14 % 4.04 %
Expense reduction (a)................ 1.64 % 1.64 % 1.64 % 1.64 %
Net Operating Expenses............... 1.85 % 2.50 % 2.50 % 2.40 %
- --------
* Reflects the new fee structure subject to the vote of the Acquiring Fund's
shareholders.
(a) Contractual arrangement with IMI through 4/30/02, for expenses that exceed
1.50%, excluding 12b-1 fees.
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.
ACQUIRING FUND*:
If the shares are redeemed at the end of each period:
1 Year 3 Years
------ -------
Share Class
A....... $716 $1,215
B**..... $741 $1,198
C....... $241 $ 898
M....... $428 $ 960
8
If the shares are not redeemed:
1 Year 3 Years
- - ------ -------
Share Class
A....... $716 $1,215
B....... $241 $ 898
C....... $241 $ 898
M....... $329 $ 960
- --------
* The table reflects the expense cap that is in effect for at least one year.
FUND:
If the shares are redeemed:
1 year 3 years
- - ------ -------
Share Class
A....... $728 $2,413
B....... $753 $2,440
C....... $253 $2,140
M....... $440 $2,193
If the shares are not redeemed:
1 year 3 years
------ -------
Share Class
A.......... $728 $2,413
B.......... $253 $2,140
C.......... $253 $2,140
M.......... $341 $2,193
Pro Forma After Exchange: (the numbers included below are based on estimated
expenses/expense structure of Fund derived from the new fee structure.)
If the shares are redeemed:
1 year 3 years
- ------ -------
Share Class
A....... $728 $1,418
B....... $753 $1,409
C....... $253 $1,109
M....... $440 $1,169
9
If such shares are not redeemed:
1 year 3 years
- - ------ -------
Share Class
A....... $728 $1,418
B....... $253 $1,109
C....... $253 $1,109
M....... $341 $1,169
Past Performance. No past performance information for the Fund is shown as
it commenced operations on April 2, 2001. The past performance for the
Acquiring Fund, which commenced operations on March 1, 2000, for the period
ended December 31, 2001 is shown below:
Since
Average Annual POP Total Return 1 year Inception
- ------------------------------- -------- ---------
A shares............ (14.38)% (5.91)%
B shares............ (14.54)% (5.73)%
C shares............ (10.04)% (3.62)%
M shares............ (11.74)% (4.04)%
For the Year
Ended
December 31, 2001
- - -----------------
The Total NAV Return for A shares (9.39)%
The investment advisory fee for the Fund is an annual rate of 0.90% of the
first $100 million of the fund's average daily net assets; 0.85% of the fund's
average daily net assets on the next $150 million; and 0.80% of the fund's
average daily net assets over $250 million. Shareholders of the Acquiring Fund
are being asked to adopt a modest increase in advisory fees to reflect the fee
structure of the Fund to be effective March 1, 2002.
Management Fees: The current investment advisory fee for the Acquiring Fund
is 0.80% of the first $500 million of that Fund's average daily net assets and
0.70% of average daily net assets over $500 million.
For the fiscal year ended October 31, 2001, IMI was owed $144,817 in
investment advisory fees before waivers/reimbursements of $170,082. 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 the 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 in effect for the fiscal
year ended October 31, 2001, the Acquiring Fund would have incurred $160,908 in
investment advisory fees before any waivers/reimbursements.
10
Board Consideration Of Fees. Upon the resignation of GEAM as sub-adviser for
the Acquiring Fund, the Board reviewed the performance of the Acquiring Fund,
the asset base of the Acquiring Fund and the fees. It considered a variety of
alternatives potentially available to the Acquiring Fund, including maintaining
the status quo or liquidating the Acquiring Fund. It then reviewed the Fund.
The Board examined the nature, quality and scope of the services provided to
the Fund by American Century. It selected American Century as sub-adviser for
the Acquiring Fund to be effective on March 1, 2002, subject to shareholder
approval. It then reviewed the fee structure and analyzed the fee structure of
the Fund. It reviewed the fees of similar funds in the mutual fund industry.
They 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. The Fund and the Acquiring Fund continuously
offers new shares to investors at a price equal to the net asset value of the
shares at the time of purchase. 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 the Fund and the
Acquiring Fund's net assets by the total number of shares outstanding. 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. Shareholders of both Funds may redeem his or
her shares from the each Fund at any time during which IDEX is open for
business by tendering such shares to IDEX. The redemption price of 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.
11
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. The Acquiring Fund will be managed by the same team of
fund managers and analysts that currently manage the Fund. 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 the fund's
investment objective and strategy.
The fund managers on the team include: John Schneidwind, Senior Vice
President, Senior Portfolio Manager and Group Leader--Quantitative Equity, who
has been a member of the team since the fund's inception. He joined American
Century in 1982 and also supervises other portfolio management teams.
Kurt Borgwardt, Senior Portfolio Manager and Director of Quantitative Equity
Research, joined American Century in August 1990 and has managed the
quantitative equity research effort since then. He has also been a member of
the team since the fund's inception.
The Acquiring Fund is currently managed by a team of fund managers that is
led by Eugene K. Bolton. Mr. Bolton joined GEAM in 1984 as Chief Financial
Officer and has been a portfolio manager since 1986. Mr. Bolton manages the
overall U.S. equity investments for GEAM.
12
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
serves as Trustee 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.
Pro Forma
Fund Acquiring Fund Fund
----------- -------------- -----------
Total net assets:
Class A................ $2,426,118 $ 5,183,208 $ 7,609,326
Class B................ 3,685,276 11,622,490 15,307,766
Class C................ 567,402 3,984,559 4,551,961
Class M................ 623,609 2,110,248 2,733,857
----------- ----------- -----------
Total.............. $7,302,406 $22,900,504 $30,202,910
=========== =========== ===========
Net asset value per share:
Class A................ $ 9.63 $ 8.79 $ 8.79
Class B................ $ 9.59 $ 8.69 $ 8.69
Class C................ $ 9.59 $ 8.69 $ 8.69
Class M................ $ 9.60 $ 8.71 $ 8.71
Shares outstanding:
Class A................ 251,905 589,387 865,263
Class B................ 384,149 1,337,029 1,761,538
Class C................ 59,145 458,381 523,816
Class M................ 64,965 242,328 313,876
----------- ----------- -----------
Total.............. 760,164 2,627,125 3,464,492
=========== =========== ===========
Dividends and Other Distributions. The Fund distributes to its shareholders
net investment income and any net realized short-term capital gains, if any,
quarterly and the Acquiring Fund distributes to its shareholders net investment
income and net realized capital gains, if any, annually. Both the Fund and the
Acquiring Fund distribute long-term capital gains, if any, annually.
13
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
In determining whether to recommend approval of the Exchange, the Board
considered the following factors, among others: (1) the services offered by IMI
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.
The Board further considered that Fund shareholders could become
shareholders of a substantially larger fund advised by the same investment
adviser with generally historically better long-term performance, lower fund
expenses, and investment objectives, policies and strategies very similar to
the Fund. In addition, the Board considered the fact that the Acquiring Fund
has the potential for overall lower operating expenses. In addition, the Board
considered that both the Fund and Acquiring Fund have Class A, Class B, Class C
and Class M shares offered under identical sales charge arrangements. The Board
also considered the opinion of counsel that the Reorganization would be a tax-
free reorganization, and there would be no sales charge imposed in effecting
the Reorganization. In addition, due to the relatively moderate costs of the
reorganization, the Board concluded that neither fund would experience dilution
as a result of the Reorganization.
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,
14
2002, 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; 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
$5,500.00, 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
15
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 therefore were held by
such shareholder (provided Fund shares were held as 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 as the 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 advisors 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
16
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" PROPOSAL No. 1 - 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 bed obtained from the Public Reference Branch,
Office of 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,
17
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 the ATSF, or a person controlling, controlled by,
or under common control with ATSF (ICI Release No. 23379). 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.
SHAREHOLDER APPROVAL OF THIS PROPOSAL WILL NOT RESULT IN AN INCREASE OR
DECREASE IN THE TOTAL AMOUNT OF INVESTMENT ADVISORY FEES PAID BY THE FUND TO
IMI. 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 thisPolicy, 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.
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
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.
18
(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 and approval 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 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
19
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
(excluding abstentions 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 a quorum for
the transaction of business, but, not being cast, will have no effect on the
outcome of matters.
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 842,639.847.
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. There are no
beneficial owners with 5% or more for this Fund.
20
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 $4,500.00. 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
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.
21
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 financial 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.
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.
22
APPENDIX A
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION dated October 30, 2001 (the
"Agreement") between IDEX American Century Income & Growth (the "Fund") and
IDEX GE U.S. 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,
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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,
encumbrances, 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
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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.
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3. CLOSING AND CLOSING DATE.
3.1 The Closing Date shall be February 28, 2001 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.
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(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.
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(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 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 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,
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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, ESQ
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, ESQ
ATTEST: _______________________________________________________________________
John K. Carter, Esq.
Secretary
A-13
PART B
STATEMENT OF ADDITIONAL INFORMATION
Relating to the Acquisition by
IDEX GE U.S. 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 INCOME & GROWTH
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 January 2, 2002, relating specifically to the proposed transfer
of all of the assets and liabilities of IDEX American Century Income & Growth
(the "Fund") in exchange for shares of IDEX G.E. US 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.
1
GENERAL INFORMATION
-----------------
This Statement of Additional Information relates to the proposed transfer of
substantially all of the assets and liabilities of IDEX American Century Income
& Growth (the "Fund") to IDEX GE U.S. Equity (the "Acquiring Fund"), in
exchange for like shares of IDEX GE U.S. 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 GE U.S.
Equity 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 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.
2
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 statements have been prepared as if the
merger had occurred on April 2, 2001, based upon the fee and expense structure
of the Acquiring Fund. The pro forma financial information should be read in
conjunction with the historical financial statements and notes thereto of the
Fund (which commenced operations April 2001), 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 on financial position.
3
PRO FORMA SCHEDULE OF INVESTMENTS (unaudited)
October 31, 2001
American
Century Income IDEX
& Growth GE U.S. Equity Pro Forma Fund
% of -------------- --------------- ----------------
Description TNA Shares Value Shares Value Shares Value
----------- ---- ------ ------- ------ -------- ------ ---------
COMMON STOCK
Basic Materials 3.6%
----
Chemicals 0.6%
Church & Dwight
Company, Inc. 168 $ 4,368 -- $ -- 168 $ 4,368
Cooper Tire & Rubber
Company 259 3,421 -- -- 259 3,421
Dow Chemical Company -- -- 1,796 59,717 1,796 59,717
Lubrizol Corp. 999 28,112 -- -- 999 28,112
Rohm and Haas Company -- -- 2,226 72,278 2,226 72,278
RPM, Inc. 310 3,767 -- -- 310 3,767
------- -------- ---------
39,668 131,995 171,663
------- -------- ---------
Iron/Steel 0.2%
Alcoa, Inc. 200 6,454 1,210 39,047 1,410 45,501
Engelhard Corp. 808 21,153 -- -- 808 21,153
------- -------- ---------
27,607 39,047 66,654
------- -------- ---------
Mining 0.3%
Barrick Gold Corp. -- -- 4,881 76,095 4,881 76,095
Placer Dome, Inc. 402 4,587 -- -- 402 4,587
------- -------- ---------
4,587 76,095 80,682
------- -------- ---------
Paper Products 2.4%
Bemis Company 121 5,236 -- -- 121 5,236
Bowater, Inc. -- -- 1,093 48,879 1,093 48,879
International Paper
Company 718 25,704 -- -- 718 25,704
Kimberly-Clark Corp. -- -- 3,358 186,402 3,358 186,402
Minnesota Mining &
Manufacturing Company -- -- 2,178 227,340 2,178 227,340
Pactiv Corp. * 385 6,237 -- -- 385 6,237
Rayonier, Inc. 267 11,422 -- -- 267 11,422
Westvaco Corp. 150 3,683 -- -- 150 3,683
Weyerhaeuser Company -- -- 4,334 216,310 4,334 216,310
------- -------- ---------
52,282 678,931 731,212
------- -------- ---------
Plastics 0.1%
Tupperware Corp. 913 18,616 -- -- 913 18,616
------- -------- ---------
Communications 8.2%
----
Advertising 0.7%
Catalina Marketing Corp.* -- -- 4,178 115,522 4,178 115,522
Interpublic Group of
Companies, Inc. -- -- 2,597 58,302 2,597 58,302
Omnicom Group, Inc. 191 14,665 332 25,491 523 40,156
TMP Worldwide, Inc.* 106 3,164 -- -- 106 3,164
------- -------- ---------
17,829 199,315 217,144
------- -------- ---------
4
PRO FORMA SCHEDULE OF INVESTMENTS (unaudited)
October 31, 2001
American
Century Income IDEX
& Growth GE U.S. Equity Pro Forma Fund
% of -------------- --------------- ----------------
Description TNA Shares Value Shares Value Shares Value
----------- ---- ------ ------- ------ -------- ------ ---------
COMMON STOCK
Broadcasting 0.1%
Univision Communications,
Inc. Class A * 209 $ 5,225 -- $ -- 209 $ 5,225
USA Networks, Inc. * 903 16,651 -- -- 903 16,651
------- -------- ---------
21,876 -- 21,876
------- -------- ---------
Cable TV 1.1%
Adelphia Communications
Corp. * -- -- 332 7,347 332 7,347
Charter Communications,
Inc * -- -- 976 13,801 976 13,801
Comcast Corp. Class A * 524 18,780 8,122 291,092 8,646 309,873
------- -------- ---------
18,780 312,240 331,020
------- -------- ---------
Newspapers 0.7%
Gannett Company, Inc. -- -- 1,328 83,929 1,328 83,929
Tribune Company -- -- 1,394 42,099 1,394 42,099
Viacom, Inc. Class B * -- -- 2,055 75,028 2,055 75,028
------- -------- ---------
-- 201,056 201,056
------- -------- ---------
Publishing 0.0%
R.R. Donnelley & Sons
Company 96 2,448 -- -- 96 2,448
Telecommunications Diversified 0.6%
Telephone and Data
Systems, Inc. 68 5,977 -- -- 68 5,977
Vodafone Group PLC ADR -- -- 7,497 173,331 7,497 173,331
------- -------- ---------
5,977 173,331 179,308
------- -------- ---------
Telecommunications Equipment 0.3%
Comverse Technology, Inc. * 183 3,442 -- -- 183 3,442
EchoStar Communications
Corp. * 309 7,166 -- -- 309 7,166
L-3 Communications
Holdings, Inc. * 190 16,505 -- -- 190 16,505
QUALCOMM, Inc. * 460 22,595 -- -- 460 22,595
Scientific-Atlanta, Inc. 1,292 26,964 -- -- 1,292 26,964
UTStarcom, Inc. * 67 1,573 -- -- 67 1,573
------- -------- ---------
78,245 -- 78,246
------- -------- ---------
Telecommunications Services 4.7%
AT&T Corp. 1,018 15,525 7,263 110,761 8,281 126,285
AT&T Wireless Services,
Inc. * 1,181 17,054 -- -- 1,181 17,054
BellSouth Corp. 2,487 92,018 -- -- 2,487 92,018
NTL, Inc. * -- -- 6,052 20,577 6,052 20,577
Qwest Communications
International, Inc. 593 7,679 -- -- 593 7,679
5
PRO FORMA SCHEDULE OF INVESTMENTS (unaudited)
October 31, 2001
American
Century Income IDEX
& Growth GE U.S. Equity Pro Forma Fund
% of --------------- --------------- -----------------
Description TNA Shares Value Shares Value Shares Value
----------- ---- ------ -------- ------ -------- ------ ----------
COMMON STOCK
Telecommunications Services
(continued)
SBC Communications,
Inc. 2,990 $113,949 7,029 $267,875 10,019 $ 381,824
Sprint Corp. FON Group -- -- 3,514 70,280 3,514 70,280
Sprint Corp. PCS Group * 1,718 34,360 5,623 125,393 7,341 159,753
Verizon Communications,
Inc. 3,738 186,190 6,677 332,581 10,415 518,771
WorldCom, Inc.--
WorldCom Group* 2,488 33,464 -- -- 2,488 33,464
-------- -------- ----------
500,239 927,467 1,427,705
-------- -------- ----------
Consumer Cyclical 6.5%
----
Auto Manufacturing 0.1%
Ford Motor Company 1,393 22,358 -- -- 1,393 22,358
-------- -------- ----------
Auto Parts/Equipment 0.1%
Magna International, Inc. 740 39,139 -- -- 740 39,139
-------- -------- ----------
Books, Cards & Stationery 0.0%
American Greetings Corp. 762 10,683 -- -- 762 10,683
-------- -------- ----------
Entertainment 1.4%
Liberty Media Corp. * -- -- 23,858 278,900 23,858 278,900
The Walt Disney
Company 2,956 54,952 4,822 89,641 7,778 144,593
-------- -------- ----------
54,952 368,541 423,493
-------- -------- ----------
Home Builders 0.0%
KB Home 332 9,811 -- -- 332 9,811
Pulte Homes, Inc. 158 5,135 -- -- 158 5,135
-------- -------- ----------
14,946 -- 14,946
-------- -------- ----------
Home Furnishings 0.1%
Whirlpool Corp. 474 27,975 -- -- 474 27,975
-------- -------- ----------
Housewares 0.0%
Corning, Inc. 1,063 8,568 -- -- 1,063 8,568
-------- -------- ----------
Jewelry 0.0%
Zale Corp. * 210 6,010 -- -- 210 6,010
-------- -------- ----------
Lodging 0.0%
Starwood Hotels &
Resorts Worldwide, Inc. 142 3,130 -- -- 142 3,130
-------- -------- ----------
Miscellaneous Furnishings 0.1%
Johnson Controls, Inc. 205 14,826 -- -- 205 14,826
Lear Corp. * 349 10,714 -- -- 349 10,714
-------- -------- ----------
25,540 -- 25,540
-------- -------- ----------
Retail/Apparel 0.0%
The Talbots, Inc. 192 5,472 -- -- 192 5,472
-------- -------- ----------
6
PRO FORMA SCHEDULE OF INVESTMENTS (unaudited)
October 31, 2001
American
Century Income IDEX
& Growth GE U.S. Equity Pro Forma Fund
% of --------------- --------------- -----------------
Description TNA Shares Value Shares Value Shares Value
----------- ----- ------ -------- ------ -------- ------ ----------
COMMON STOCK
Retail/Broadline 2.6%
Federated Department
Stores, Inc. * 1,047 $ 33,494 1,191 $ 38,100 2,238 $ 71,594
Sears, Roebuck and
Company 2,562 99,329 -- -- 2,562 99,329
The May Department
Stores Company 1,077 33,872 -- -- 1,077 33,872
Target Corp. -- -- 7,419 231,102 7,419 231,102
Venator Group, Inc.* 674 9,772 -- -- 674 9,772
Wal-Mart Stores, Inc. 1,562 80,287 4,725 242,865 6,287 323,152
-------- -------- ----------
256,754 512,067 768,820
-------- -------- ----------
Retail/Drug Based 0.2%
CVS Corp. -- -- 1,858 44,406 1,858 44,406
Longs Drug Stores Corp. 276 6,285 -- -- 276 6,285
-------- -------- ----------
6,285 44,406 50,691
-------- -------- ----------
Retail/Grocery 0.5%
Fleming Companies, Inc. 801 19,304 -- -- 801 19,304
Safeway, Inc. * -- -- 2,597 108,165 2,597 108,165
SUPERVALU, Inc. 609 12,996 -- -- 609 12,996
SYSCO Corp. 152 3,665 -- -- 152 3,665
Winn-Dixie Stores, Inc. 440 4,866 -- -- 440 4,866
-------- -------- ----------
40,831 108,165 148,996
-------- -------- ----------
Retail/Specialty 1.3%
AutoNation, Inc. * 478 4,919 -- -- 478 4,919
Best Buy Company, Inc. * 140 7,686 -- -- 140 7,686
Circuit City Stores, Inc. 492 6,750 -- -- 492 6,750
Home Depot, Inc. 175 6,690 5,776 220,816 5,951 227,507
Lowe's Companies, Inc. -- -- 3,905 133,161 3,905 133,161
Pier 1 Imports, Inc. 762 8,390 -- -- 762 8,390
-------- -------- ----------
34,435 353,977 388,412
-------- -------- ----------
Toys/Games/Hobbies 0.0%
Callaway Golf Company 225 3,215 -- -- 225 3,215
-------- -------- ----------
Consumer Non-Cyclical 25.5%
-----
Beverages 1.7%
Adolph Coors Company 70 3,482 -- -- 70 3,482
Anheuser-Busch
Companies, Inc. -- -- 3,026 126,063 3,026 126,063
PepsiCo, Inc. 921 44,862 5,291 257,725 6,212 302,587
The Coca-Cola Company 443 21,211 1,484 71,054 1,927 92,265
-------- -------- ----------
69,555 454,842 524,396
-------- -------- ----------
7
PRO FORMA SCHEDULE OF INVESTMENTS (unaudited)
October 31, 2001
American
Century Income IDEX
& Growth GE U.S. Equity Pro Forma Fund
% of --------------- --------------- ------------------
Description TNA Shares Value Shares Value Shares Value
----------- ---- ------ -------- ------ -------- ------ -----------
COMMON STOCK
Biotechnology 0.4%
Amgen, Inc. * 43 $ 2,443 -- $ -- 43 $ 2,443
Fisher Scientific
International, Inc. * 235 7,027 -- -- 235 7,027
KLA-Tencor Corp. * 157 6,415 -- -- 157 6,415
PerkinElmer, Inc. 1,296 34,875 1,367 36,786 2,663 71,661
Rockwell International
Corp. 2,161 29,779 -- -- 2,161 29,779
-------- -------- -----------
80,539 36,786 117,325
-------- -------- -----------
Commercial Services/Auto 0.0%
Ryder System, Inc. 155 2,899 -- -- 155 2,899
-------- -------- -----------
Commercial Services/
Business 0.8%
Convergys Corp. * -- -- 2,323 65,276 2,323 65,276
Equifax, Inc. -- -- 5,428 121,370 5,428 121,370
Paychex, Inc. 337 10,804 -- -- 337 10,804
Viad Corp. 1,504 29,328 -- -- 1,504 29,328
-------- -------- -----------
40,132 186,646 226,779
-------- -------- -----------
Commercial Services/
Technology 4.1%
AOL Time Warner, Inc.* 3,764 117,474 -- -- 3,764 117,474
Automatic Data
Processing, Inc. 286 14,775 3,846 198,684 4,132 213,459
Certegy, Inc. * -- -- 2,753 78,461 2,753 78,461
Deluxe Corp. 1,543 54,005 -- -- 1,543 54,005
Electronic Data Systems
Corp. 1,057 68,039 664 42,742 1,721 110,781
First Data Corp. 494 33,380 8,786 593,670 9,280 627,050
IMS Health, Inc. -- -- 1,131 24,169 1,131 24,169
VeriSign, Inc. * 195 7,548 -- -- 195 7,548
-------- -------- -----------
295,221 937,726 1,232,947
-------- -------- -----------
Commercial Services/
Transportation 0.0%
Sabre Holdings Corp. 138 3,629 117 3,077 255 6,706
-------- -------- -----------
Food 1.3%
Archer-Daniels-Midland
Company 1,496 20,839 -- -- 1,496 20,839
ConAgra Foods, Inc. 699 16,007 -- -- 699 16,007
General Mills, Inc. -- -- 2,616 120,127 2,616 120,127
Kellogg Company 244 7,442 -- -- 244 7,442
Kraft Foods, Inc. Class A 295 9,956 1,074 36,248 1,369 46,204
PamAmSat Corp. * 198 4,194 -- -- 198 4,194
Ralston Purina Company -- -- 3,551 116,437 3,551 116,437
Sara Lee Corp. 1,581 35,240 -- -- 1,581 35,240
Unilever NV ADR 458 23,807 -- -- 458 23,807
-------- -------- -----------
117,485 272,812 390,297
-------- -------- -----------
8
PRO FORMA SCHEDULE OF INVESTMENTS (unaudited)
October 31, 2001
American
Century Income IDEX
& Growth GE U.S. Equity Pro Forma Fund
% of --------------- --------------- -----------------
Description TNA Shares Value Shares Value Shares Value
----------- ---- ------ -------- ------ -------- ------ ----------
COMMON STOCK
Healthcare Products 3.8%
Apogent Technologies,
Inc. * -- $ -- 3,163 $ 74,078 3,163 $ 74,078
Baxter International, Inc. -- -- 2,312 111,831 2,312 111,831
C.R. Bard, Inc. 113 6,204 -- -- 113 6,204
DENTSPLY International,
Inc. -- -- 1,093 49,174 1,093 49,174
Johnson & Johnson 2,909 168,460 11,527 667,529 14,436 835,989
Medtronic, Inc. 79 3,184 1,271 51,221 1,350 54,405
Sybron Dental Specialties,
Inc. * -- -- 918 18,819 918 18,819
-------- -------- ----------
177,848 972,652 1,150,500
-------- -------- ----------
Healthcare Services 1.0%
AFLAC, Inc. -- -- 937 22,919 937 22,919
Health Net, Inc. * 231 5,070 -- -- 231 5,070
Lincare Holdings,
Inc. * -- -- 4,569 117,423 4,569 117,423
Oxford Health Plans,
Inc. * 1,244 29,309 -- -- 1,244 29,309
UnitedHealth Group, Inc. -- -- 1,218 80,084 1,218 80,084
WellPoint Health
Networks, Inc. * 317 35,374 -- -- 317 35,374
-------- -------- ----------
69,753 220,426 290,179
-------- -------- ----------
Household Products 1.4%
Avon Products, Inc. -- -- 1,562 73,148 1,562 73,148
Colgate-Palmolive
Company -- -- 1,320 75,926 1,320 75,926
Proctor & Gamble
Company 1,367 100,857 1,425 105,137 2,792 205,994
The Clorox Company 410 14,637 -- -- 410 14,637
The Gillette Company -- -- 1,757 54,625 1,757 54,625
-------- -------- ----------
115,494 308,836 424,331
-------- -------- ----------
Pharmaceuticals 10.4%
Abbott Laboratories, Inc. -- -- 2,694 142,728 2,694 142,728
American Home Products
Corp. 475 26,519 2,519 140,636 2,994 167,155
Bristol-Myers Squibb
Company, Inc. 1,428 76,327 3,612 193,061 5,040 269,388
Cardinal Health, Inc. 119 7,986 7,419 497,889 7,538 505,875
Elan Corp. PLC ADR * 185 8,445 -- -- 185 8,445
Eli Lilly and Company 559 42,764 1,679 128,444 2,238 171,207
IVAX Corp. 181 3,719 -- -- 181 3,719
Merck & Company, Inc. 1,944 124,047 10,231 652,840 12,175 776,887
9
PRO FORMA SCHEDULE OF INVESTMENTS (unaudited)
October 31, 2001
American
Century Income IDEX
& Growth GE U.S. Equity Pro Forma Fund
% of --------------- ----------------- ------------------
Description TNA Shares Value Shares Value Shares Value
----------- ---- ------ -------- ------ ---------- ------ -----------
COMMON STOCK
Pharmaceuticals
(continued)
Pfizer, Inc. 5,384 $225,590 14,994 $ 628,249 20,378 $ 853,838
Pharmacia Corp. 824 33,388 3,221 130,515 4,045 163,903
Schering Plough Corp. 1,290 47,962 -- -- 1,290 47,962
Watson Pharmaceuticals,
Inc. * -- -- 383 18,261 383 18,261
-------- ---------- -----------
596,747 2,532,623 3,129,370
-------- ---------- -----------
Tobacco 0.6%
Philip Morris
Companies, Inc. 488 22,838 3,522 164,830 4,010 187,668
-------- ---------- -----------
Energy 8.9%
----
Coal 0.1%
Consol Energy, Inc. 878 24,233 -- -- 878 24,233
-------- ---------- -----------
Oil and Gas Producers 1.6%
Anadarko Petroleum
Corp. -- -- 1,406 80,212 1,406 80,212
Burlington Resources,
Inc. -- -- 2,694 100,352 2,694 100,352
Devon Energy Corp. -- -- 781 29,912 781 29,912
Enron Corp. 179 2,488 -- -- 179 2,488
Global Marine, Inc. * 338 5,442 -- -- 338 5,442
Kerr-McGee Corp. 715 41,184 -- -- 715 41,184
Occidental Petroleum
Corp. 4,690 118,751 -- -- 4,690 118,751
PanCanadian Energy
Corp. ADR 143 3,961 3,749 103,847 3,892 107,808
-------- ---------- -----------
171,826 314,323 486,149
-------- ---------- -----------
Oil and Gas Services 7.2%
Ashland, Inc. 1,010 40,663 -- -- 1,010 40,663
B.J. Services Company * 163 4,171 -- -- 163 4,171
BP PLC ADR -- -- 2,148 103,834 2,148 103,834
ChevronTexaco Corp. 1,191 105,463 2,538 224,740 3,729 330,203
Conoco, Inc. 736 18,915 4,686 120,430 5,422 139,345
Exxon Mobil Corp. 4,784 188,729 18,606 734,007 23,390 922,736
Nabors Industries, Inc. * -- -- 5,193 159,633 5,193 159,633
Noble Drilling Corp. * 121 3,697 -- -- 121 3,697
Royal Dutch Petroleum
Company NYRS 1,810 91,423 1,757 88,746 3,567 180,169
Schlumberger, Ltd. -- -- 2,538 122,890 2,538 122,890
Transocean Sedco Forex,
Inc. -- -- 2,655 80,048 2,655 80,048
Unocal Corp. 145 4,668 1,171 37,706 1,316 42,374
USX-Marathon Group 1,684 46,462 -- -- 1,684 46,462
-------- ---------- -----------
504,190 1,672,034 2,176,224
-------- ---------- -----------
10
PRO FORMA SCHEDULE OF INVESTMENTS (unaudited)
October 31, 2001
American
Century Income IDEX
& Growth GE U.S. Equity Pro Forma Fund
% of --------------- ----------------- ------------------
Description TNA Shares Value Shares Value Shares Value
----------- ----- ------ -------- ------ ---------- ------ -----------
COMMON STOCK
Financial 22.2%
-----
Banks 9.4%
AmSouth Bancorp. 1,519 $ 26,264 -- $ -- 1,519 $ 26,264
Bank of America Corp. 2,926 172,605 4,668 275,365 7,594 447,970
Bank One Corp. 81 2,688 1,523 50,548 1,604 53,237
Citigroup, Inc. 5,380 244,898 23,608 1,074,637 28,988 1,319,535
Comerica, Inc. 374 17,238 -- -- 374 17,238
Cullen/Frost Bankers,
Inc. 136 3,667 -- -- 136 3,667
First Tennessee
National Corp. 1,140 39,387 -- -- 1,140 39,387
FleetBoston Financial
Corp. 1,411 46,365 4,803 157,827 6,214 204,192
Greater Bay Bancorp. 202 4,604 -- -- 202 4,604
Hibernia Corp. 273 4,150 -- -- 273 4,150
J.P. Morgan Chase &
Company -- -- 3,983 140,839 3,983 140,839
PNC Financial Services
Group, Inc. -- -- 3,007 165,084 3,007 165,084
Silicon Valley
Bancshares * 592 13,875 -- -- 592 13,875
State Street Corp. -- -- 1,640 74,686 1,640 74,686
SunTrust Banks, Inc. 292 17,479 -- -- 292 17,479
U.S. Bancorp. NA 816 14,508 1,171 20,820 1,987 35,329
Union Planters Corp. 81 3,281 -- -- 81 3,281
UnionBanCal Corp. 824 27,513 -- -- 824 27,513
Wachovia Corp. 889 25,425 -- -- 889 25,425
Wells Fargo &
Company -- -- 5,350 211,325 5,350 211,325
Zions Bancorp. 264 12,651 -- -- 264 12,651
-------- ---------- -----------
676,598 2,171,131 2,847,728
-------- ---------- -----------
Diversified 0.9%
Allied Capital Corp. 14 315 -- -- 14 315
American Express
Company -- -- 5,885 173,195 5,885 173,195
Berkshire Hathaway,
Inc. * -- -- 35 82,390 35 82,390
MBNA Corp. 107 2,954 -- -- 107 2,954
Metris Companies, Inc. 1,337 21,673 -- -- 1,337 21,673
Providian Financial
Corp. 809 3,147 809 3,147
-------- ---------- -----------
28,089 255,585 283,674
-------- ---------- -----------
11
PRO FORMA SCHEDULE OF INVESTMENTS (unaudited)
October 31, 2001
American
Century Income IDEX
& Growth GE U.S. Equity Pro Forma Fund
% of --------------- ----------------- ------------------
Description TNA Shares Value Shares Value Shares Value
----------- ---- ------ -------- ------ ---------- ------ -----------
COMMON STOCK
Insurance 4.7%
American International
Group, Inc. 492 $ 38,671 5,522 $ 434,029 6,014 $ 472,700
Chubb Corp. -- -- 937 63,997 937 63,997
CIGNA Corp. 490 35,721 -- -- 490 35,721
Fidelity National
Financial, Inc. 1,175 27,037 1,367 31,455 2,542 58,491
Hartford Financial
Services Group, Inc. -- -- 3,397 183,438 3,397 183,438
Lincoln National Corp. 1,135 48,067 1,113 47,136 2,248 95,203
Loews Corp. 418 21,234 1,115 56,642 1,533 77,876
Marsh & McLennan
Companies, Inc. -- -- 2,218 214,591 2,218 214,591
Metlife, Inc. * 914 24,587 -- -- 914 24,587
Old Republic
International Corp. 1,254 31,814 -- -- 1,254 31,814
PMI Group, Inc. 120 6,654 -- -- 120 6,654
Progressive Corp. 28 3,884 -- -- 28 3,884
Radian Group, Inc. 375 12,701 -- -- 375 12,701
The Allstate Corp. -- -- 4,451 139,672 4,451 139,672
-------- ---------- -----------
250,370 1,170,960 1,421,330
-------- ---------- -----------
Real Estate 0.2%
CarrAmerica Realty
Corp. 260 7,361 -- -- 260 7,361
Liberty Property Trust 428 11,470 -- -- 428 11,470
Plum Creek Timber
Company, Inc. 1,085 29,979 -- -- 1,085 29,979
-------- ---------- -----------
48,810 -- 48,810
-------- ---------- -----------
Savings & Loan 0.6%
Countrywide Credit
Industries, Inc. 1,104 44,083 -- -- 1,104 44,083
GreenPoint Financial
Corp. 477 15,288 -- -- 477 15,288
Washington Mutual, Inc. 1,274 38,462 2,284 68,954 3,558 107,416
-------- ---------- -----------
97,833 68,954 166,787
-------- ---------- -----------
Securities Brokers 3.5%
Bear Stearns Companies,
Inc. 223 12,042 -- -- 223 12,042
Goldman Sachs Group,
Inc. -- -- 730 57,057 730 57,057
iShares S&P 500 Index
Fund 1,973 208,862 -- -- 1,973 208,862
Lehman Brothers
Holdings, Inc. 700 43,722 1,171 73,141 1,871 116,863
12
PRO FORMA SCHEDULE OF INVESTMENTS (unaudited)
October 31, 2001
American
Century Income IDEX
& Growth GE U.S. Equity Pro Forma Fund
% of --------------- --------------- ------------------
Description TNA Shares Value Shares Value Shares Value
----------- ---- ------ -------- ------ -------- ------ -----------
COMMON STOCK
Securities Brokers
(continued)
Morgan Stanley, Dean
Witter, Discover and
Company 1,630 $ 79,740 2,421 $118,435 4,051 $ 198,175
Standard & Poor's 500
Depository Receipts -- -- 4,200 444,696 4,200 444,696
Raymond James Financial,
Inc. 366 10,698 -- -- 366 10,698
-------- -------- -----------
355,064 693,329 1,048,392
-------- -------- -----------
United States Government
Agencies 2.9%
Federal Home Loan
Mortgage Corp. 795 53,917 1,890 128,180 2,685 182,097
Federal National Mortgage
Association 1,274 103,143 7,206 583,398 8,480 686,541
-------- -------- -----------
157,060 711,578 868,638
-------- -------- -----------
Industrial 9.3%
----
Aerospace/Defense 1.4%
General Dynamics Corp. -- -- 2,323 189,557 2,323 189,557
Honeywell International,
Inc. 160 4,727 859 25,383 1,019 30,110
Lockheed Martin Corp. 906 44,186 -- -- 906 44,186
Northrop Grumman Corp. -- -- 586 58,571 586 58,571
The Boeing Company 1,896 61,810 1,406 45,836 3,302 107,645
-------- -------- -----------
110,723 319,347 430,069
-------- -------- -----------
Building Materials 0.1%
Martin Marietta Materials,
Inc. -- -- 412 16,447 412 16,447
-------- -------- -----------
Electronic Components/
Equipment 1.5%
Amphenol Corp. Class A * 205 9,133 -- -- 205 9,133
C&D Technologies, Inc. 187 3,875 -- -- 187 3,875
Energizer Holdings, Inc. * -- -- 586 9,663 586 9,663
Emerson Electric
Company 273 13,382 4,486 219,904 4,759 233,286
Mercury Computer
Systems, Inc. * 69 3,254 -- -- 69 3,254
Molex, Inc. -- -- 8,102 201,335 8,102 201,335
-------- -------- -----------
29,644 430,902 460,545
-------- -------- -----------
13
PRO FORMA SCHEDULE OF INVESTMENTS (unaudited)
October 31, 2001
American
Century Income IDEX
& Growth GE U.S. Equity Pro Forma Fund
% of --------------- --------------- ------------------
Description TNA Shares Value Shares Value Shares Value
----------- ---- ------ -------- ------ -------- ------ -----------
COMMON STOCK
Electronics 0.8%
Gemstar-TV Guide
International, Inc. * -- $ -- 430 $ 8,716 430 $ 8,716
General Electric Company 6,005 218,642 -- -- 6,005 218,642
-------- -------- -----------
218,642 8,716 227,358
-------- -------- -----------
Engineering/Construction 0.1%
Centex Corp. 201 7,690 -- -- 201 7,690
Lennar Corp. 795 28,827 -- -- 795 28,827
-------- -------- -----------
36,517 -- 36,517
-------- -------- -----------
Environmental Control 0.3%
Waste Management, Inc. -- -- 3,573 87,539 3,573 87,539
-------- -------- -----------
Hand Tools 0.0%
The Stanley Works 379 14,523 -- -- 379 14,523
-------- -------- -----------
Machinery-Diversified 3.2%
Applied Materials, Inc. * 608 20,739 3,378 115,224 3,986 135,962
Baker Hughes, Inc. -- -- 5,779 207,062 5,779 207,062
Caterpillar, Inc. 628 28,084 -- -- 628 28,084
Deere & Company -- -- 508 18,791 508 18,791
Dover Corp. -- -- 6,462 212,923 6,462 212,923
Eaton Corp. 55 3,599 781 51,109 836 54,708
Ingersoll-Rand Company 80 2,984 -- -- 80 2,984
Smith International, Inc. * 198 9,365 -- -- 198 9,365
United Technologies Corp. 624 33,627 4,553 245,361 5,177 278,989
York International Corp. 791 24,236 -- -- 791 24,236
-------- -------- -----------
122,634 850,470 973,104
-------- -------- -----------
Metal Fabricate/Hardware 0.1%
Fortune Brands, Inc. 233 8,586 -- -- 233 8,586
Shaw Group, Inc. * 564 15,510 -- -- 564 15,510
-------- -------- -----------
24,096 -- 24,096
-------- -------- -----------
Miscellaneous
Manufacturing 0.9%
Tyco International, Ltd. 2,116 103,980 3,631 178,427 5,747 282,407
-------- -------- -----------
Packaging & Containers 0.0%
Ball Corp. 142 8,739 -- -- 142 8,739
-------- -------- -----------
Shipbuilding 0.0%
Brunswick Corp. 371 6,637 -- -- 371 6,637
-------- -------- -----------
Transportation/Air 0.0%
Southwest Airlines
Company 191 3,037 -- -- 191 3,037
-------- -------- -----------
14
PRO FORMA SCHEDULE OF INVESTMENTS (unaudited)
October 31, 2001
American
Century Income IDEX
& Growth GE U.S. Equity Pro Forma Fund
% of --------------- --------------- ------------------
Description TNA Shares Value Shares Value Shares Value
----------- ---- ------ -------- ------ -------- ------ -----------
COMMON STOCK
Transportation/Railroad 0.5%
Burlington Northern Santa
Fe, Inc. 194 $ 5,213 4,650 $124,945 4,844 $ 130,158
Canadian Pacific Railway,
Ltd. * -- -- 1,464 24,683 1,464 24,683
Union Pacific Corp. 117 6,085 -- -- 117 6,085
-------- -------- -----------
11,298 149,628 160,926
-------- -------- -----------
Transportation/Water 0.4%
Carnival Corp. 2,000 43,560 3,671 79,954 5,671 123,514
-------- -------- -----------
Technology 9.6%
----
Computers 2.4%
Compaq Computer Corp. 891 7,796 2,070 18,113 2,961 25,909
Dell Computer Corp. * 1,283 30,766 7,634 183,063 8,917 213,830
EMC Corp. * 560 6,899 1,738 21,412 2,298 28,311
Hewlett-Packard Company 396 6,665 -- -- 396 6,665
International Business
Machines Corp. 1,453 157,026 2,343 253,208 3,796 410,234
International Game
Technology * 282 14,396 -- -- 282 14,396
Storage Technology
Corp. * 463 8,691 -- -- 463 8,691
Tech Data Corp. * 667 28,474 -- -- 667 28,474
-------- -------- -----------
260,713 475,796 736,509
-------- -------- -----------
Office/Business Equipment 0.9%
Cisco Systems, Inc. * 1,567 26,514 6,755 114,295 8,322 140,808
Eastman Kodak Company 689 17,618 -- -- 689 17,618
Pitney Bowes, Inc. 1,292 47,365 1,484 54,403 2,776 101,768
Xerox Corp. 1,272 8,904 -- -- 1,272 8,904
-------- -------- -----------
100,401 168,698 269,098
-------- -------- -----------
Semiconductors 2.4%
Analog Devices, Inc. * 335 12,730 2,558 97,204 2,893 109,934
Celestica, Inc. 261 8,958 -- -- 261 8,958
Flextronics International,
Ltd. * 551 10,965 -- -- 551 10,965
Intel Corp. 3,633 88,718 10,231 249,841 13,864 338,559
Intergrated Device
Technology, Inc. * 491 13,674 -- -- 491 13,674
International Rectifier
Corp. * 604 21,206 -- -- 604 21,206
Linear Technology Corp. 570 22,116 -- -- 570 22,116
Maxim Integrated
Products, Inc. * 192 8,784 -- -- 192 8,784
15
PRO FORMA SCHEDULE OF INVESTMENTS (unaudited)
October 31, 2001
American
Century Income IDEX
& Growth GE U.S. Equity Pro Forma Fund
% of --------------- --------------- ------------------
Description TNA Shares Value Shares Value Shares Value
----------- ---- ------ -------- ------ -------- ------ -----------
COMMON STOCK
Semiconductors (continued)
Novellus Systems, Inc. * 176 $ 5,813 -- $ -- 176 $ 5,813
NVIDIA Corp. * 606 25,973 -- -- 606 25,973
Texas Instruments, Inc. 438 12,260 5,232 146,444 5,670 158,703
-------- -------- -----------
231,197 493,489 724,686
-------- -------- -----------
Software 3.9%
Adobe Systems, Inc. 367 9,689 -- -- 367 9,689
Aether Systems, Inc. * 540 3,764 -- -- 540 3,764
Cerner Corp. * 234 12,578 -- -- 234 12,578
Computer Associates
International, Inc. 914 28,261 -- -- 914 28,261
Intuit, Inc. * 187 7,521 2,206 88,726 2,393 96,247
Mentor Graphics Corp. * 1,124 21,311 -- -- 1,124 21,311
Microsoft Corp. * 3,248 188,871 12,003 697,974 15,251 886,846
Oracle Corp. * 2,578 34,958 2,343 31,771 4,921 66,729
Sun Microsystems, Inc. * 560 5,683 2,929 29,729 3,489 35,412
Tektronix, Inc. * 458 9,023 -- -- 458 9,023
Unisys Corp. * -- -- 2,085 18,619 2,085 18,619
-------- -------- -----------
321,659 866,819 1,188,478
-------- -------- -----------
Utilities 3.8%
----
Electric 3.3%
Allete, Inc. 651 14,322 -- -- 651 14,322
American Electric Power 121 5,070 -- -- 121 5,070
Calpine Corp. * 242 5,990 1,796 44,451 2,038 50,441
CMS Energy Corp. 170 3,657 -- -- 170 3,657
Constellation Energy
Group, Inc. -- -- 2,343 52,413 2,343 52,413
Dominion Resources, Inc. 512 31,293 2,616 159,890 3,128 191,183
Duke Energy Corp. -- -- 5,076 194,969 5,076 194,969
Entergy Corp. 1,339 52,020 1,367 53,108 2,706 105,128
Exelon Corp. 271 11,401 2,148 90,366 2,419 101,767
GPU, Inc. 35 1,388 -- -- 35 1,388
Pacific Gas & Electric
Company 531 9,590 -- -- 531 9,590
Potomac Electric Power
Company 194 4,154 -- -- 194 4,154
PPL Corp. 106 3,620 -- -- 106 3,620
Puget Energy, Inc. 75 1,430 -- -- 75 1,430
Reliant Energy, Inc. 1,082 30,242 -- -- 1,082 30,242
Reliant Resources, Inc. * 263 4,116 -- -- 263 4,116
Sempra Energy 2,789 65,263 -- -- 2,789 65,263
The Detroit Edison
Company 103 4,294 -- -- 103 4,294
TXU Corp. 541 24,799 -- -- 541 24,799
Utilicorp United, Inc. 1,857 55,023 -- -- 1,857 55,023
Xcel Energy, Inc. 129 3,648 2,460 69,569 2,589 73,217
-------- -------- -----------
331,320 664,766 996,085
-------- -------- -----------
16
PRO FORMA SCHEDULE OF INVESTMENTS (unaudited)
October 31, 2001
American
Century Income IDEX
& Growth GE U.S. Equity Pro Forma Fund
% of -------------------- ---------------------- ----------------------
Description TNA Shares Value Shares Value Shares Value
----------- ---- --------- ---------- ---------- ----------- ---------- -----------
COMMON STOCK
Gas 0.5%
El Paso Corp. -- $ -- 2,733 $ 134,081 2,733 $ 134,081
Keyspan Corp. 509 16,889 -- -- 509 16,889
Nicor, Inc. 179 6,961 -- -- 179 6,961
Peoples Energy
Corp. 84 3,216 -- -- 84 3,216
---------- ----------- -----------
27,066 134,081 161,147
---------- ----------- -----------
Total Common Stock 97.5% 7,261,047 22,200,862 29,461,909
---------- ----------- -----------
Total Common Stock
Cost 7,786,453 24,397,490 32,183,943
---------- ----------- -----------
Description Principal Value Principal Value Principal Value
----------- --------- ---------- ---------- ----------- ---------- -----------
SHORT-TERM
SECURITIES 3.9%
Time Deposit
State Street Bank
& Trust
Eurodollar
Time Deposit
1.000% 11-1-
2001 (cost
$153,052) $153,052 $ 153,052 $ -- $ -- $ -- $ 153,052
1.500% 11-1-
2001 (cost
$1,036,191) -- -- 1,036,191 1,036,191 1,036,191 1,036,191
---------- ----------- -----------
Total Short-
term
Securities
(cost equals
value) 153,052 1,036,191 1,189,243
---------- ----------- -----------
Total Investments 101.5% 7,414,099 23,237,053 30,651,152
---------- ----------- -----------
Total Investments
Cost 7,939,505 25,433,681 33,373,186
---------- ----------- -----------
Liabilities In Excess
of Other Assets -1.5% (111,693) (336,549) (448,242)
---------- ----------- -----------
Net Assets (100.0%) 100.0% $7,302,406 $22,900,504 $30,202,910
========== =========== ===========
- --------
* Security is non-income producing.
See accompanying notes to the unaudited pro forma financial statements.
Management expects any sales of securities in connection with the
reorganization to be soley the result of a change in investment policies and
investment style.
17
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
October 31, 2001
All numbers (except per share amounts) in thousands
IDEX
American Century IDEX Pro Forma
Income & Growth GE U.S. Equity Adjustments Fund
---------------- -------------- ----------- ---------
ASSETS:
Investment securities, at market value.............. $ 7,414 $ 23,237 $ -- $ 30,651
Cash................................................ -- -- -- --
Receivables:
Investment securities sold......................... 16 466 -- 482
Shares of beneficial interest sold................. 121 289 -- 410
Interest........................................... -- -- -- --
Dividends.......................................... 6 17 -- 23
Due from investment adviser........................ 32 -- -- 32
Forward foreign currency contracts.................. -- -- -- --
Other............................................... -- -- -- --
------- -------- ---- --------
Total Assets..................................... 7,589 24,009 -- 31,598
------- -------- ---- --------
LIABILITIES:
Accounts payable:
Investment securities purchased.................... 236 942 -- 1,178
Shares of beneficial interest redeemed............. 1 92 -- 93
Accrued liabilities:
Management and advisory fees....................... -- 8 -- 8
Distribution fees.................................. 5 16 -- 21
Transfer agent fees and expenses................... 6 14 -- 20
Forward foreign currency contracts.................. -- -- -- --
Other............................................... 39 36 -- 75
------- -------- ---- --------
Total Liabilities................................ 287... 1,108... --.... 1,395...
------- -------- ---- --------
Net Assets....................................... $ 7,302... $ 22,901. $ --.. $ 30,203
======= ======== ==== ========
NET ASSETS CONSIST OF:
Shares of beneficial interest, unlimited shares
authorized......................................... 7,897 26,602 -- 34,499
Undistributed net investment income (loss) or
(distribution in excess of net investment income).. -- -- -- --
Undistributed net realized loss from investments and
foreign currency
transactions....................................... (69) (1,504) -- (1,573)
Net unrealized depreciation of investments and
translation of foreign denominated assets/
liabilities........................................ (526) (2,197) -- (2,723)
------- -------- ---- --------
Net Assets....................................... $ 7,302... $ 22,901. $ --.. $ 30,203
======= ======== ==== ========
Investment securities, at cost................... $ 7,940... $ 25,434. $ --.. $ 33,374
======= ======== ==== ========
Net Assets: Class A................................. $ 2,426 $ 5,183 $ -- $ 7,609
Net Assets: Class B................................. 3,685 11,623 -- 15,308
Net Assets: Class C................................. 567 3,985 -- 4,552
Net Assets: Class M................................. 624 2,110 -- 2,734
------- -------- ---- --------
$7,302 $22,901 $-- $30,203
======= ======== ==== ========
Outstanding Shares: Class A......................... 252 589 24 865
Outstanding Shares: Class B......................... 384 1,337 41 1,762
Outstanding Shares: Class C......................... 59 458 7 524
Outstanding Shares: Class M......................... 65 243 6 314
Net Asset Value: Class A............................ $ 9.63 $ 8.79 $ 8.79
Net Asset Value: Class B............................ $ 9.59 $ 8.69 $ 8.69
Net Asset Value: Class C............................ $ 9.59 $ 8.69 $ 8.69
Net Asset Value: Class M............................ $ 9.60 $ 8.71 $ 8.71
Offering Price: Class A............................. $ 10.19 $ 9.30 $ 9.30
Offering Price: Class M............................. $ 9.70 $ 8.80 $ 8.80
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.
18
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
American Century IDEX Pro Forma
Income & Growth GE U.S. Equity Adjustments Fund
---------------- -------------- ----------- ---------
Investment Income:
Interest.............................. $ 2 $ 7 $ -- $ 9
Dividends............................. 32 148 -- 180
Less withholding taxes on foreign
dividends............................ -- (1) -- (1)
----- ------- ---- -------
34 154 -- 188
----- ------- ---- -------
Expenses:
Management and advisory fees.......... 19 99 9 127
Transfer agent fees and expenses...... 15 67 -- 82
Custody and accounting fees and
expenses............................. 86 57 (16) 127
Registration fees..................... 54 32 -- 86
Trustees fees and expenses............ -- 1 -- 1
Audit fees and expenses............... 5 5 (1) 9
Other................................. 4 6 -- 10
Distribution and service fees:
Class A............................... 2 11 -- 13
Class B............................... 10 65 -- 75
Class C............................... 2 18 -- 20
Class M............................... 2 10 -- 12
----- ------- ---- -------
Gross Expenses.......................... 199 371 (8) 562
Less fee waivers and reimbursements
by the investment adviser.............. (151) (118) 31 (224)
----- ------- ---- -------
Net Expenses............................ 48 253 37 338
----- ------- ---- -------
Net Investment Loss..................... (14) (99) (37) (150)
----- ------- ---- -------
Realized Loss on Investments, Futures/
Options Contracts and Foreign
Currency Transactions:
Net realized loss during the period on:
Investments........................... (69) (1,087) -- (1,156)
Futures/options contracts............. -- -- -- --
Foreign currency transactions......... -- -- -- --
----- ------- ---- -------
(69) (1,087) -- (1,156)
----- ------- ---- -------
Unrealized Loss on Investments,
Futures/Options Contracts and
Foreign Currency Transactions:
Net unrealized depreciation during the
period on:
Investments........................... (526) (1,006) -- (1,532)
Futures/options contracts............. -- -- -- --
Translation of assets and liabilities
denominated in foreign currency...... -- -- -- --
----- ------- ---- -------
(526) (1,006) -- (1,532)
----- ------- ---- -------
Net Loss on Investments, Futures/
Options Contracts and Foreign
Currency Transactions.................. (595) (2,093) -- (2,688)
----- ------- ---- -------
Net Decrease in Net Assets Resulting
from Operations........................ $(609) $(2,192) $(37) $(2,838)
===== ======= ==== =======
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.
19
Notes to Pro Forma Financial Statements
for Reorganization between
IDEX American Century Income & Growth and IDEX GE U.S. 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 GE U.S. Equity (the
"Acquiring Fund") would acquire substantially all of the assets and assume
substantially all of the liabilities of IDEX American Century Income & Growth
(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 Income &
Growth.
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 pro forma Statement of
Operations reflects adjustments to certain expenses to reflect the Fund's
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 0.90% of the fund's average daily net assets on the first
$100 million, 0.85% on the next $150 million, and 0.80% on average net assets
over $250 million. This fee is calculated daily and paid monthly. IMI and its
affiliates also provide certain administrative services to the Fund.
20
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), 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 ), 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 Registrants 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
January 31, 1997.
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. 333-73342), Pre-Effective Amendment No. 2, as
filed with the SEC on December 27, 2001.
12. Form of opinion of Sutherland Asbill & Brennan LLP with
respect to tax matters is incorporated by reference to
Registrant's Registration Statement on Form N-14 (File No.
333-73342), 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 Registration 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. Consent of Independent Certified Public Accountants is
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.
333-73342), 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.
1
(c) Prospectus and Statement of Additional Information of IDEX, dated March 1,
2001, are incorporated herein by reference to Amendment No. 42 to the
Registrant's Registration Statement on Form N-1A (File No. 33-2659) as filed
with the SEC on March 1, 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.
2
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.
/s/ JOHN R. KENNEY Chairman, Trustee & CEO January 7, 2002
- --------------------------
John R. Kenney
/s/ PATRICK S. BAIRD President and Trustee January 7, 2002
- -------------------------- (Principal Executive Officer)
Patrick S. Baird*
/s/ THOMAS R. MORIARTY Senior Vice President January 7, 2002
- -------------------------- Treasurer and Principal
Thomas R. Moriarty* Financial Officer
/s/ CHRISTOPHER G. ROETZER Vice President, Assistant January 7, 2002
- -------------------------- Treasurer and Principal
Christopher G. Roetzer* Accounting Officer
/s/ PETER R. BROWN Vice Chairman & Trustee January 7, 2002
- --------------------------
Peter R. Brown *
/s/ DANIEL CALABRIA Trustee January 7, 2002
- --------------------------
Daniel Calabria *
/s/ JAMES L. CHURCHILL Trustee January 7, 2002
- --------------------------
James L. Churchill *
3
/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
4
EXHIBIT INDEX
Exhibit No. Description
14 Consent of Independent Certified Public Accountant