As filed with the Securities and Exchange Commission on December 27, 2001 Registration No. 333-73332 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14/A REGISTRIATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. 2 [ ] 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, Esq. 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; Pro Forma Financial Statements; IDEX Financial Reports and 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 and Semi-Annual incorporated by reference. PART C 15. Indemnification 16. Exhibits 17. Undertakings ii IMPORTANT INFORMATION FOR SHAREHOLDERS OF IDEX AMERICAN CENTURY INTERNATIONAL TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALS Please read the enclosed prospectus/proxy statement for a complete description of the proposals. However, as a quick reference, the following questions and answers provide a brief overview of the proposals: Q. ON WHAT PROPOSAL AM I BEING ASKED TO VOTE? Shareholders are being asked to: Approve a reorganization of their Fund. If shareholders decide in favor of the proposal, IDEX American Century will merge with IDEX International Equity, and you will become a shareholder of IDEX International Equity. Q. HAS THE BOARD APPROVED THE PROPOSAL? A. Yes. The IDEX Board has approved the proposal and recommends that you vote "FOR" proposal. Q. WHAT HAPPENS IF SHAREHOLDERS DECIDE IN FAVOR OF A MERGER? A. A closing date will be set for the reorganization. Shareholders will receive full and fractional shares of IDEX International Equity equal in value to the shares of IDEX American Century International that they owned on the Closing Date. The net asset value per share of IDEX American Century International will not be affected by the transaction. So the reorganization will not result in a dilution of any shareholder's interest. Approval of this merger is contingent upon approval of a new sub-advisory agreement by the current shareholders of IDEX International Equity. Q. WHAT ARE THE ADVANTAGES OF MERGING THE FUNDS? A. There are three key potential advantages: American Century Investment Management, Inc. ("American Century"), sub-adviser to your Fund, recently became sub-adviser of IDEX International Equity, subject to approval by IDEX International Equity's shareholders. American Century has an investment team that follows a highly disciplined investment strategy and expertise. By combining the funds, shareholders may enjoy lower expense ratios over time. Larger funds tend to enjoy economies of scale not available to funds with smaller assets under management. These lower costs may lead to stronger performance, since total return to a fund's shareholders is net of fund expenses. The potential benefits are explained in more detail in the enclosed prospectus/proxy statement. Q. HOW ARE THESE TWO FUNDS ALIKE? A. Both funds seek growth of capital and both are international funds. Q. IF THE FUNDS MERGE, WILL THERE BE TAX CONSEQUENCES FOR ME? A. Unlike a transaction where you direct IDEX to sell shares of one fund in order to buy shares of another, the reorganization will not be considered a taxable event. The funds themselves will recognize no gains or losses on assets as a result of a reorganization. So you will not have reportable capital gains or losses due to the reorganization. 1 Q. HOW MANY VOTES DO YOU NEED TO APPROVE THE PROPOSAL? A. We need the affirmative vote of a majority of the fund's outstanding voting securities, as defined by the Investment Company Act of 1940, for the merger. Q. WHAT IF WE DO NOT HAVE ENOUGH VOTES TO MAKE THE DECISIONS BY THE SCHEDULED SHAREHOLDER MEETING DATE? A. If we do not receive sufficient votes to hold the meeting, we or ALAMO Direct, a proxy solicitation firm, may contact you by mail or telephone to encourage you to vote. Shareholders should review the proxy materials carefully and cast their vote to avoid additional mailings or telephone calls. If we do not have enough votes to approve the proposal by the time of the shareholder meeting at 11:00 a.m. ET on February 15, 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 facsimile, please follow the enclosed instructions. If you need any assistance, or have any questions regarding the proposal, or how to submit your vote, please call IDEX Customer Service at 1-888-233-4339 between the hours of 8:00 a.m. and 8:00 p.m. ET (Monday - Friday). Q. HOW DO I SIGN THE PROXY CARD? A. INDIVIDUAL ACCOUNTS: Shareholders should sign exactly as their names appear on the account registration shown on the card. 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 INTERNATIONAL IDEX Mutual Funds 570 Carillon Parkway St. Petersburg, Florida 33716 Dear Shareholder: As a shareholder of IDEX American Century International (the "Fund"), you are entitled to vote on the following proposal that is described below and in the enclosed materials: 1. To consider an Agreement and Plan of Reorganization providing for the transfer of all of the assets, subject to liabilities, of the Fund to IDEX International Equity (the "Acquiring Fund") in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of the Fund's stated liabilities (the "Exchange" or the "Reorganization"). The shares of the Acquiring Fund received in the Exchange will be distributed by the Fund to its shareholders in liquidation of the Fund, after which the Fund will be dissolved; as set forth in the Prospectus/Proxy Statement accompanying this notice, and to transact such other business as may properly come before the meeting and any adjournments. The Board is not aware of any other business to come before the meeting. Approval of the reorganization is contingent upon approval of a new sub-advisory agreement by the shareholders of IDEX International Equity at a meeting to be held on February 8, 2001. The IDEX Board of Trustees has determined that it would be in the best interest of the Fund and its shareholders if the Fund were to exchange its assets (subject to liabilities) for shares of IDEX International Equity (the "Acquiring Fund") that has a similar investment objective and similar management policies as the Fund. The Acquiring Fund's former sub-adviser, GE Asset Management Incorporated ("GEAM") notified the Board that it was resigning as sub-adviser to the Acquiring Fund effective at close of business on October 4, 2001. Effective October 5, 2001, the investment adviser entered into an interim sub-advisory agreement with American Century Investment Management, Inc. on behalf of the Acquiring Fund. The Board then determined that it was in the best interest of IDEX, the Fund and its shareholders to merge the international funds offered by IDEX into one fund with a respected sub-adviser which would result in a larger asset base and possible expense reductions for the shareholders. The proposal provides that the Fund exchange all of its assets, subject to liabilities, for shares of the Acquiring Fund (the "Exchange"). Promptly thereafter, the Fund will distribute pro rata the Acquiring Fund shares received in the Exchange to its shareholders in complete liquidation of the Fund. Thus, each Fund shareholder will receive for his or her Fund shares a number of Acquiring Fund shares equal to the aggregate NET ASSET VALUE of the shareholder's Fund shares as of the date of the Exchange. Here are some facts about the Exchange that will be useful to you as you vote: o There will be no gain or loss for you to become a shareholder of the Acquiring Fund o In the opinion of counsel, the Exchange will be free from Federal income taxes to you, the Fund and Acquiring Fund o 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 o 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 o 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 o As a shareholder of the Acquiring Fund, you will have the ability to exchange your shares of other open-end funds in the IDEX family of funds Further information about the transaction is contained in the enclosed materials, which you should review carefully. A Question and Answer section is included regarding this proxy and its proposal. For your convenience, you may vote by mail, by telephone, via the Internet or by facsimile. TO VOTE BY MAIL: - ---------------- Indicate your vote on the enclosed proxy card date and sign the proxy and mail it in the enclosed envelope, which requires no postage if mailed in the United States. Please allow sufficient time for the proxy card to be received on or before 11:00 a.m., February 15, 2002.You may also vote via the Internet, by telephone or by fax by following the enclosed instructions. If you vote via the Internet, by telephone or via facsimile, please do not mail your proxy card. The IDEX Board recommends that the Fund's shareholders vote "FOR" the proposal. If you have any questions after considering the enclosed materials, please call 1-888-233-IDEX (4339) (between the hours of 8:00 a.m. and 8:00 p.m. E.T. Monday - Friday Sincerely, John R. Kenney Chairman and Chief Executive Officer January 2, 2002 IDEX MUTUAL FUNDS IDEX American Century International 570 Carillon Parkway St. Petersburg, Florida 33716 (Toll-Free) 1-888-233-4339 NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS February 15, 2002 To the shareholders of IDEX American Century International of IDEX Mutual Funds: Notice is hereby given that a special meeting of the shareholders of IDEX American Century International fund (the "Fund") of IDEX Mutual Funds ("IDEX") will be held at 570 Carillon Parkway, St. Petersburg, Florida 33716, on the 15th day of February, 2002 at 10:00 a.m., local time, or any adjournment(s) thereof, for the following purpose: 1. To consider an Agreement and Plan of Reorganization providing for the transfer of all of the assets, subject to liabilities, of the Fund to IDEX International Equity (the "Acquiring Fund") in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of the Fund's stated liabilities (the "Exchange"). The shares of the Acquiring Fund received in the Exchange will be distributed by the Fund to its shareholders in liquidation of the Fund, after which the Fund will be dissolved; as set forth in the Prospectus/Proxy Statement accompanying this notice, and to transact such other business as may properly come before the meeting and any adjournments. The Board is not aware of any other business to come before the meeting. The Board of Trustees of IDEX (the "Board" or the "IDEX Board") has fixed the close of business on November 30, 2001 as the record date (the "Record Date") for the determination of shareholders of the Fund that are entitled to notice of, and to vote at, the meeting. You are entitled to vote at the meeting and any adjournment(s) thereof if you owned shares of the Fund at the close of business on November 30, 2001. If you attend the meeting, you may vote your shares in person. If you do not expect to attend the meeting, please vote by mail, by telephone, via the Internet or by facsimile following the instructions included in this statement. If your shares are held in the name of your brokerage firm (a street name account), please complete your proxy card and return it to your broker. Your vote is still important. If you vote prior to February 15, 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 2, 2002. We look forward to your participation, and we thank you for your continued confidence in IDEX. By Order of the Board of Trustees, /s/ JOHN K. CARTER ------------------------- John K. Carter, Secretary IDEX Mutual Funds St. Petersburg, Florida January 2, 2002 YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN You may vote by mail, by telephone, via the Internet or by facsimile. Please vote only one time, using the method that you prefer, unless you later decide to change your vote prior to the Meeting. If you vote by telephone, via the Internet, or by facsimile, please do not mail your proxy card. IDEX will furnish, without charge, a copy of its most recent annual report to shareholders upon request. Any such request should be directed to IDEX by calling (888) 233-4339 or by writing to IDEX at P.O. Box 9015, Clearwater, FL 33758-9015. In order to avoid the additional expense and delay of further solicitation, we ask that you mail your proxy promptly. - -------------------------------------------------------------------------------- PROPOSAL: THE ACQUISITION OF THE ASSETS OF IDEX AMERICAN CENTURY INTERNATIONAL BY AND IN EXCHANGE FOR SHARES OF IDEX INTERNATIONAL EQUITY - -------------------------------------------------------------------------------- PROSPECTUS/PROXY STATEMENT January 2, 2002 SPECIAL MEETING OF SHAREHOLDERS TO BE HELD February 15, 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 International (the "Fund") to be used at the Special Meeting of Shareholders (the "Meeting") of the Fund to be held February 15, 2002, at 10:00 a.m., Eastern Time, at the IDEX offices, 570 Carillon Parkway, St. Petersburg, Florida 33716, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders. Shareholder of record at the close of business on November 30th, 2001 are entitled to receive notice of and to vote at the Meeting. It is proposed that the Fund transfer all of its assets, subject to certain liabilities, to IDEX International Equity (the "Acquiring Fund"), are more fully described in this Prospectus/Proxy Statement (the "Exchange"). Upon consummation of the Exchange, the Acquiring Fund shares received by the Fund will be distributed to Fund shareholders, with each shareholder receiving a pro rata distribution of Acquiring Fund shares (or fractions thereof) for Fund shares held prior to the Exchange. Thus, it is contemplated that each shareholder will receive for his or her Fund shares a number of Acquiring Fund shares (or fractions thereof) equal in value to the aggregate net asset value of the shareholder's Fund shares as of the date of the Exchange. The Acquiring Fund's name will be changed to IDEX American Century International as a result of the merger. This Prospectus/Proxy Statement, which should be retained for future reference, sets forth concisely information about the Acquiring Fund that Fund shareholders should know before voting on the proposal or investing in the Acquiring Fund. A Statement of Additional Information ("SAI") dated January 2, 2002, relating to this Prospectus/Proxy Statement, has been filed with the Securities and Exchange Commission ("SEC") and is incorporated herein by reference in its entirety. The SEC maintains a web site (http://www.sec.gov) that contains the SAI, material incorporated in this Prospectus/Proxy Statement by reference, and other information regarding the Acquiring Fund and the Fund. A copy of the SAI is available without charge by calling 1-888-233-4339, or writing to IDEX at P.O. Box 9015, Clearwater, Florida 33758-9015. - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- 1 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 Gain and Loss Statement for the period ended April 30, 2001, each accompany this Prospectus/Proxy Statement. Such Prospectus and financial statements are incorporated by reference. For a free copy of the IDEX Annual Report or Semi- Annual Report, which contains the Acquiring Fund's audited and unaudited financial statements, respectively, write to IDEX at P.O. Box 9015, Clearwater, Florida 33758-9015, or call 1-888-233-2659. Shareholders are entitled to one vote for each Fund share held and fractional votes for each fractional Fund share held. Fund shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon. If the enclosed form of proxy is executed and returned, it nevertheless may be revoked by giving another proxy or by letter or telegram directed to IDEX, which must indicate the shareholder's name. To be effective, such revocation must be received before the Meeting. Also, any shareholder who attends the Meeting in person may vote by ballot at the Meeting, thereby canceling any proxy previously given. As of November 30, 2001, 322,692,392 shares of the Fund's common stock were issued and outstanding. Proxy materials will be mailed to shareholders of record on or about January 2, 2002. 2 TABLE OF CONTENTS Proposal - Acquisition of Assets: Summary........................................................................ 4 Reasons for the Exchange....................................................... 11 Information about the Exchange................................................. 13 Additional Information about the Fund and the Acquiring Fund................... 13 Voting Information............................................................. 22 Financial Statements and Experts............................................... 24 Other Matters.................................................................. 24 Notice to Broker/Dealers and Voting Trustees and Their Nominees................ 24 Exhibit 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 and Semi-Annual Reports, and the form of Agreement and Plan of Reorganization attached to this Prospectus/Proxy Statement as Exhibit A. PROPOSED TRANSACTION. The IDEX Board, at a meeting held on October 30, 2001, including Board members who are not "interested persons" (as defined in the Investment Company Act of 1940, as amended ("1940 Act")), has approved an Agreement and Plan of Reorganization (the "Plan"). The Plan provides that, subject to the requisite approval of the Fund's shareholders, on the date of the Exchange the Fund will assign, transfer and convey to the Acquiring Fund all of the assets (subject to certain liabilities) of the Fund, including all securities and cash, in exchange for shares of the acquiring Fund having an aggregate net asset value equal to the value of the Fund's net assets. The Fund will distribute all Acquiring Fund shares received by it among its shareholders so that each shareholder will receive a pro rata net asset value equal to the aggregate net asset value of the shareholder's Fund shares as of the date of the Exchange. Thereafter, the Fund will be dissolved. As a result of the Exchange, each Fund shareholder will cease to be a shareholder of the Fund and will become a shareholder of the Acquiring Fund as of the close of business on the date of the Exchange. The IDEX Board has concluded that the Exchange would be in the best interests of the Fund and its shareholders, and the interests of existing shareholders of the Fund would not be diluted as a result of the transactions contemplated by the Exchange. See "Reasons for the Exchange." TAX CONSEQUENCES. As a condition to the closing of the Exchange, the Fund and the Acquiring Fund will receive an opinion of counsel to the effect that, for Federal income tax purposes, (a) no gain or loss will be recognized by the Fund, the acquiring Fund, or the Fund's shareholders as a result of the Exchange, (b) the holding period and aggregate tax basis of Acquiring Fund shares received by a Fund shareholder will be the same as the holding period and aggregate tax basis of the shareholder's Fund shares, provided the Fund shares are held as capital assets and (c) the holding period and tax basis of the Fund's assets transferred to the Acquiring Fund as a result of the Exchange will be the same as the holding period and tax basis of such assets held by the Fund immediately prior to the Exchange. See "Information about the Exchange - Federal Income Tax Consequences." COMPARISON OF THE FUND AND THE ACQUIRING FUND. The following discussion is primarily a summary of certain parts of the Fund's Prospectus, and the Acquiring Fund's Prospectus. Information contained in this Prospectus/Proxy Statement is qualified by the more complete information set forth in such IDEX Prospectus, which are incorporated herein by reference. Objective. The Fund and the Acquiring Fund have similar investment objectives. Each seeks capital growth. Effective October 5, 2001, American Century became sub-adviser for the Acquiring Fund, under the terms of an interim sub-advisory agreement for a period not to exceed 150 days or until approval by shareholders of the Acquiring Fund of a new Sub-Advisory Agreement. The Acquiring Fund then adopted similar investment policies and strategies as the Fund to fulfill its investment objective. Acquiring Fund and Fund. To pursue its goals, each Fund invests in stocks of growing foreign companies. The fund manager uses a growth investment strategy developed by American Century to invest in stocks of companies that it believes will increase in value over time. This strategy looks for companies with earnings and revenue growth potential. Ideally, the fund manager looks for companies whose earnings and revenues are not only growing, but growing at a successfully faster, or accelerating, pace. This strategy is based on the premise that, over the long term, the stocks of companies with earnings and revenue growth have a greater than average chance to increase in value. 4 The fund manager uses a bottom-up approach to select stocks to buy for each Fund. The manager tracks financial information for thousands of companies to identify trends in the companies' earnings and revenues. This information is used to help the fund manager select or decide to continue to hold the stocks of companies he or she believes will be able to sustain their growth, and to sell stocks of companies whose growth begins to slow down. In addition to locating strong companies with earnings and revenue growth, the fund manager believes that it is important to diversify fund holdings across different countries and geographical regions in an effort to manage the risks of an international portfolio. For this reason, the fund manager also considers the prospects for relative economic growth among countries or regions, economic and political conditions, expected inflation rates, currency fluctuations and tax considerations when making investments. The fund manager does not attempt to time the market. Instead, under normal market conditions, the manager intends to keep the funds essentially fully invested in stocks regardless of the movement of stock prices. When the manager believes it is prudent, each fund may invest a portion of its assets in convertible securities, short-term securities, non-leveraged stock index futures contracts and other similar securities. Stock index futures contracts, a type of derivative security, can help each fund's cash assets remain liquid by performing more like stocks. Each fund has a policy governing stock index futures and similar derivative securities to help manage the risk of these types of investments. For example, the manager cannot leverage a fund's assets by investing in a derivative security. A complete description of the derivatives policy is included in the Statement of Additional Information ("SAI"). Shareholders of the Acquiring Fund are also receiving proxies to ask for approval of a new Sub-Advisory Agreement on behalf of the Acquiring Fund between IMI and American Century Investment Management, Inc., the sub-adviser to the Fund ("American Century"). GE Asset Management Incorporated ("GEAM) has notified the Board that it is resigning as sub-adviser of the Acquiring Fund effective February 28, 2002. The Board selected American Century as sub-adviser for the Acquiring Fund effective March 1, 2002, subject to shareholder approval. The proposed Sub-Advisory Agreement reflects a modest increase in fees. Main Risks. The principal risks associates with an investment in the Fund and the Acquiring Fund are similar and include stocks, foreign stocks, and currency risks. As a result, the value of your investment in the Acquiring Fund, as in the Fund, will fluctuate, which means that you could lose money. Stock Risk - While stocks have historically outperformed other investments over the long term, they tend to go up and down more dramatically over the shorter term. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Because the stocks a fund holds fluctuate in price, the value of your investment in a fund will go up and down. Foreign Stocks - Investments in foreign securities involve risks relating to political, social and economic developments abroad, as well as risks resulting from differences between the regulations to which U.S. and foreign issuers and markets are subject. These risks include: changes in currency values; currency speculation; currency trading costs; different accounting and reporting practices; less information available to the public; less (or different) regulation of securities' markets; more complex business negotiations; less liquidity; more fluctuations in market prices; delays in settling foreign securities transactions; higher transaction costs; higher costs for holding foreign securities (custodial fees); vulnerability to seizure and taxes; political instability and small markets; and different market trading days. Currency Risk - Because international funds' foreign investments are generally held in foreign currencies, the funds are subject to currency risk, meaning a fund could experience gains or losses solely on changes in the exchange rate between foreign currencies and the U.S. dollar. See "Explanation of Strategies and Risks" in the IDEX Prospectus for a more complete description of investment risks applicable to an investment in the Acquiring Fund. Fees and Expenses. The fees and expenses of the Fund and the Acquiring Fund set forth below are for the fiscal year ended October 31, 2000 for the Acquiring Fund and are estimated for the Fund which commenced operations in April, 2001. The "Pro Forma After Exchange" information is based on net assets and fund accruals of the Fund and the Acquiring Fund as of April 30, 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. 5 SHAREHOLDER FEES (fees paid directly from your investment): The maximum sales charge (load) imposed on purchases (as a % of offering price) for Class A shares is 5.50% for Class M shares is 1.00%. The sales charge is not applicable to Class B and C shares. The maximum deferred sales charge (load) for Class B shares is 5.00% for Class M shares is 1.00% The charge is not applicable to A and C shares. Certain purchases of Class A shares in amounts of $1 million or more are subject to a 1% contingent deferred sales charge for 24 months after purchase. Purchases of Class M shares are subject to a 1% contingent deferred sales charge if redeemed within 18 months of purchase. ANNUAL FUND OPERATING EXPENSES (Expenses Paid from Fund Assets) (percentage of average net assets): Please note: Shareholders of the Acquiring Fund are being asked to approve a new sub-advisory agreement on behalf of the Acquiring Fund between IMI and American Century to be effective on March 1, 2002.. The new agreement will reflect a change in management fees to reflect the current fee structure of the Fund's management fees. Approval of the sub-advisory agreement is contingent upon the approval of a special meeting of shareholders of IDEX International Equity which will be held on February 8, 2002 at 11:00 a.m. Eastern Time. ACQUIRING FUND: - ------------------------------------------------------------------------------------------------------ Class A Class B Class C Class M - ------------------------------------------------------------------------------------------------------ Management Fees 0.80% 0.80% 0.80% 0.80% - ------------------------------------------------------------------------------------------------------ Distribution and 0.35% 1.00% 1.00% 0.90% service (12b-1 fees) - ------------------------------------------------------------------------------------------------------ Other Expenses 2.41% 2.41% 2.41% 2.41% - ------------------------------------------------------------------------------------------------------ Total annual fund 3.56% 4.21% 4.21% 4.11% operating expenses - ------------------------------------------------------------------------------------------------------ Expense reduction 1.96% 1.96% 1.96% 1.96% (a) - ------------------------------------------------------------------------------------------------------ Net Operating 1.60% 2.25% 2.25% 2.15% Expenses - ------------------------------------------------------------------------------------------------------ (a) Contractual arrangement with IMI through 11/30/01 for expenses that exceed 1.20%; and for the period 12/01/01 through 4/30/02, for expenses that exceed 1.40%, excluding 12b-1 fees. FUND: - ------------------------------------------------------------------------------------------------------ Class A Class B Class C Class M - ------------------------------------------------------------------------------------------------------ Management Fees 1.00% 1.00% 1.00% 1.00% - ------------------------------------------------------------------------------------------------------ Distribution and 0.35% 1.00% 1.00% 0.90% service (12b-1 fees) - ------------------------------------------------------------------------------------------------------ Other Expenses (a) 2.70% 2.70% 2.70% 2.70% - ------------------------------------------------------------------------------------------------------ Total annual fund 4.05% 4.70% 4.70% 4.60% operating expenses - ------------------------------------------------------------------------------------------------------ Expense reduction 2.10% 2.10% 2.10% 2.10% (b) - ------------------------------------------------------------------------------------------------------ Net Operating 1.95% 2.60% 2.60% 2.50% Expenses - ------------------------------------------------------------------------------------------------------ (a) Because the fund commenced operations in April, 2001, the "Other Expenses" are estimates derived from the new fee structure. (b) Contractual arrangement with IMI through 4/30/02, for expenses that exceed 1.60%, excluding 12b-1 fees. 6 PRO FORMA AFTER EXCHANGE ACQUIRING FUND: - ------------------------------------------------------------------------------------------------------ Class A Class B Class C Class M - ------------------------------------------------------------------------------------------------------ Management Fees 1.00% 1.00% 1.00% 1.00% - ------------------------------------------------------------------------------------------------------ Distribution and 0.35% 1.00% 1.00% 1.00% service (12b-1 fees) - ------------------------------------------------------------------------------------------------------ Other Expenses 9.98% 9.98% 9.98% 9.98% - ------------------------------------------------------------------------------------------------------ Total annual fund 11.33% 11.98% 11.98% 11.88% operating expenses - ------------------------------------------------------------------------------------------------------ Expense reduction 9.38% 9.38% 9.38% 9.38% (a) - ------------------------------------------------------------------------------------------------------ Net Operating 1.95% 2.60% 2.60% 2.50% Expenses - ------------------------------------------------------------------------------------------------------ (a) Contractual arrangement with IMI through 4/30/02, for expenses that exceed 1.60%, 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. FUND: (The numbers listed below are based on estimated costs.) If the shares are redeemed at the end of each period: - ------------------------------------------------------------- Share Class 1 year 3 years - ------------------------------------------------------------- A $ 737 $ 1,533 - ------------------------------------------------------------- B* $ 763 $1,529 - ------------------------------------------------------------- C $ 263 $ 1,229 - ------------------------------------------------------------- M $ 450 $ 1,288 - ------------------------------------------------------------- *Examples for Class B shares assume they will convert to Class A shares eight years after you purchase them. If the shares are not redeemed: - ------------------------------------------------------------- Share Class 1 year 3 years - ------------------------------------------------------------- A $ 737 $ 1,533 - ------------------------------------------------------------- B* $ 263 $ 1,229 - ------------------------------------------------------------- C $ 263 $ 1,229 - ------------------------------------------------------------- M $ 351 $ 1,288 - ------------------------------------------------------------- *Examples for Class B shares assume they will convert to Class A shares eight years after you purchase them. ACQUIRING FUND*: If the shares are redeemed: This table reflects the expense cap that will be in effect for at least one year. 7 - ------------------------------------------------------------------------------------------------------ Share Class 1 year 3 years 5 years 10 years Share Class - ------------------------------------------------------------------------------------------------------ A $ 704 $ 1,410 $ 2,136 $ 4,045 - ------------------------------------------------------------------------------------------------------ B** $ 728 $ 1,400 $ 2,086 $ 4,125 - ------------------------------------------------------------------------------------------------------ C $ 228 $ 1,100 $ 1,986 $ 4,262 - ------------------------------------------------------------------------------------------------------ M $ 415 $ 1,160 $ 2,020 $ 4,237 - ------------------------------------------------------------------------------------------------------ * The table reflects the expense cap increase on 12/01/01. **Examples for Class B shares assume they will convert to Class A shares eight years after you purchase them. If the shares are not redeemed: - ------------------------------------------------------------------------------------------------------ Share Class 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------ A $ 704 $ 1,410 $ 2,136 $ 4,045 - ------------------------------------------------------------------------------------------------------ B** $ 228 $ 1,100 $ 1,986 $ 4,125 - ------------------------------------------------------------------------------------------------------ C $ 228 $ 1,100 $ 1,986 $ 4,262 - ------------------------------------------------------------------------------------------------------ M $ 316 $ 1,160 $ 2,020 $ 4,237 - ------------------------------------------------------------------------------------------------------ The table reflects the expense cap increase on 12/01/01. **Examples for Class B shares assume they will convert to Class A shares eight years after you purchase them. PRO FORMA AFTER EXCHANGE (Acquiring Fund): If shares are redeemed: - ------------------------------------------------------------- Share Class* 1 year 3 years - ------------------------------------------------------------- A $737 $2,806 - ------------------------------------------------------------- B** $763 $2,848 - ------------------------------------------------------------- C $263 $2,548 - ------------------------------------------------------------- M $450 $2,599 - ------------------------------------------------------------- * The table reflects the expense cap increase on 12/01/01. **Examples for Class B shares assume they will convert to Class A shares eight years after you purchase them. If the shares are not redeemed: - ------------------------------------------------------------------------------------------------------ Share Class* 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------ A $737 $2,806 - ------------------------------------------------------------------------------------------------------ B** $263 $2,548 - ------------------------------------------------------------------------------------------------------ C $263 $2,548 - ------------------------------------------------------------------------------------------------------ M $351 $2,599 - ------------------------------------------------------------------------------------------------------ * The table reflects the expense cap increase on 12/01/01. **Examples for Class B shares assume they will convert to Class A shares eight years after you purchase them. Past Performance. The past performance for the Acquiring Fund, which commenced operations on February 1, 1997, for the period ended December 31, 2000: - ----------------------------------------------- Since 1 year inception - ----------------------------------------------- A shares (17.24)% 6.49% - ----------------------------------------------- B shares (17.32)% 6.99% - ----------------------------------------------- C shares (12.97)% 3.37% - ----------------------------------------------- M shares (14.62)% 7.23% - ----------------------------------------------- - ----------------------------------------------------------------- for the years ended December 31, - ----------------------------------------------------------------- The total return for A shares 1998 1999 2000 - ----------------------------------------------------------------- 11.21% 30.63% (12.43)% - ----------------------------------------------------------------- MANAGEMENT FEES: The annual investment advisory fee for the Fund is 1.00% of the first $50 million of that Fund's average daily net assets, 0.95% of the next $100 million of average daily net assets, 0.90% of the next $350 million of average daily net assets, and 0.85% of average daily net assets over $500 million. 8 The current annual investment advisory fee for the Acquiring Fund is 0.80% of the first $500 million of the Fund's average daily net assets and 0.70% of average daily net assets over $500 million. For the fiscal year ended October 31, 2000, IMI was owed $80,000 in investment advisory fees before waivers/reimbursements of $195,000. As mentioned above, shareholders of the Acquiring Fund are being asked to approve a new sub-advisory agreement at a special meeting on behalf of the Acquiring Fund that reflects the same management fee structure as that of the Fund. The results of this proxy are contingent upon approval of new Sub-Advisory Agreement at a special meeting to be held on February 8, 2002. If the current advisory fee for the Fund had been effect for the fiscal year ended October 31, 2000, that Fund would have owed IMI $100,000 in investment advisory fees before any waivers/reimbursements. BOARD CONSIDERATION OF FEES. Upon the resignation of GEAM as sub-adviser for the Acquiring Fund, the Board reviewed the performance of the Fund, the asset base of the Fund and the fees. It considered a variety of alternatives potentially available to the Fund, including maintaining the status quo or liquidating the Fund. The Board examined the nature, quality and scope of the services provided to the Acquiring Fund by GEAM and the services provided to the Fund by American Century. It then reviewed the basis for the change in the fee structure and analyzed the fee structure of the Fund. It reviewed the fees of similar funds in the mutual fund industry. It also reviewed the reputation and presence of American Century in the mutual fund industry. The Board felt the combined higher net assets should enable the Acquiring Fund to spread costs over accounting, legal and printing, and this larger asset base may thereby potentially reduce the per share expense levels. The Board also determined that higher net asset levels also may benefit portfolio management by permitting larger individual portfolio investments that may result in reduced transaction costs or more favorable pricing by providing the opportunity for greater portfolio diversity. The Board further determined that these benefits, in turn, should have a favorable effect on the future economies of scale and eliminate certain costs associated with operating separately. These factors, and the reputation of American Century, resulted in the determination that reorganizing the Fund into the Acquiring Fund, was in the best interest of the Fund and its shareholders. SHARE DISTRIBUTION AND PURCHASE PROCEDURES. Both the Fund and the Acquiring Fund's shares may be purchased at their net asset value on any day the New York Stock Exchange (NYSE) is open. Both the Fund and the Acquiring Fund continuously offers new shares to investors at a price equal to the net asset value of the shares at the time of purchase. Both the Fund and the Acquiring Fund's net asset value per share is determined as of close of regular trading on the NYSE, on each day that the NYSE is open, by dividing the value of both the Fund and the Acquiring Fund's net assets by the total number of shares outstanding. Both the Fund and the Acquiring Fund's investments generally are valued based on market value or, where market quotations are not readily available, based on fair value as determined in good faith by the Acquiring Fund's Board. See "Shareholder Information" in the IDEX Prospectus. SHARE REDEMPTION PROCEDURES. A shareholder of either fund may redeem his or her shares from either fund at any time during which IDEX is open for business by tendering such shares to IDEX. The redemption price each fund will pay for such shares is equal to their net asset value next determined after receipt of a proper request for redemption. See "Shareholder Information - How to Sell Shares" in the IDEX Prospectus. EXCHANGE PRIVILEGES AND OTHER SHAREHOLDER SERVICES. You can exchange $500 or more of one fund in the IDEX family for shares in the same class of another fund. You may also exchange into the Cash Equivalent Fund without a sales charge. Shareholders of either fund may exchange at net asset value all or a portion of their shares. Please see "Shareholder Information - How to Exchange Shares" in the IDEX Prospectus. 9 INVESTMENT ADVISER. The investment adviser for both the Fund and the Acquiring Fund is IDEX Management, Inc. ("IMI"), located at 570 Carillon Parkway, St. Petersburg, Florida 33716. IMI has served as an investment adviser since 1985. IMI hires sub-advisers to furnish investment advice and recommendations and has entered into sub-advisory agreements with each sub-adviser in the IDEX fund family. The investment adviser also monitors the sub-advisers' buying and selling of securities and administration of the funds. For these services, it is paid an advisory fee. This fee is based on the average daily net assets of each fund, and is paid per the terms of the Investment Advisory Agreements. IMI is a wholly-owned direct subsidiary of AUSA Holding Company ("AUSA"). AUSA is a holding company that is wholly-owned by AEGON USA, Inc. (AEGON USA), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is a wholly-owned indirect subsidiary of AEGON N.V., a Netherlands corporation and publicly traded international insurance group. PORTFOLIO MANAGEMENT. Both the Acquiring Fund and Fund are currently managed by the same team of fund managers and analysts. The team meets regularly to review portfolio holdings and to discuss purchase and sale activity. Team members buy and sell securities for the funds as they see fit, under the supervision of IMI and the Board, and subject to each Fund's investment objective and strategy. The primary managers on the investment team are: Henrik Strabo, Chief Investment Officer - International Equities, who has been a member of the Fund's team since it's inception and of the Acquiring Fund's team since October 2001. He joined American Century in 1993 and serves as a member of other management teams for various American Century funds. Mark S. Kopinski, Senior Vice President and Senior Portfolio Manager, has been a member of the Fund's team since the Fund's inception and of the Acquiring Fund's team since October 2001. Mr. Kopinski joined American Century in April 1997 and serves as a member of other management teams for various American Century funds. Prior to rejoining American Century in 1997, Mr. Kopinski served as Vice President and Portfolio Manager at Federated Investors, Inc. From 1990-1995, he served as Vice President and a member of the management team for American Century International Growth and International Discovery. BOARD MEMBERS. Both the Fund and the Acquiring Fund are managed by the same Board. The Board is composed of seven members. John R. Kenney serves as Chairman and Chief Executive Officer. Mr. Kenney is an affiliated person of IDEX and related entities. Patrick S. Baird, also an affiliated person, serves as Trustee and President of IDEX. The remaining Board members are "disinterested persons" as defined by the 1940 Act. Peter R. Brown serves as Vice Chairman. The remaining "disinterested" Board members are Daniel Calabria, Charles Harris, William Short, Jr. and Jack E. Zimmerman. James L. Churchill and Julian Lerner serve as Trustees Emeritus. Janice B. Case and Russell A. Kimball, Jr. are the current nominees to the Board. The Board is not required to hold annual meetings to elect Trustees. A description of the Trustees is set forth in the Statement of Additional Information. CAPITALIZATION. The following table sets forth as of April 30, 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 showing the effect of acquiring the Fund: - ------------------------------------------------------------------------------------------------------------- Fund Shares Acquiring Fund Shares Pro Forma After Exchange Acquiring Fund - ------------------------------------------------------------------------------------------------------------- Total net assets: - ------------------------------------------------------------------------------------------------------------- Class A $165,327 $ 7,177,419 $7,342,746 - ------------------------------------------------------------------------------------------------------------- Class B 395,599 5,889,783 6,285,383 - ------------------------------------------------------------------------------------------------------------- Class C 132,921 1,184,514 1,317,434 - ------------------------------------------------------------------------------------------------------------- Class M 166,079 960,018 1,126,096 - ------------------------------------------------------------------------------------------------------------- Total $859,926 $15,211,734 $16,071,659 ============================================================================================================= Net asset value per share: - ------------------------------------------------------------------------------------------------------------- Class A $ 10.35 $ 10.75 $ 10.75 - ------------------------------------------------------------------------------------------------------------- Class B 10.35 10.51 10.51 - ------------------------------------------------------------------------------------------------------------- Class C 10.35 10.51 10.51 - ------------------------------------------------------------------------------------------------------------- Class M 10.35 10.55 10.55 - ------------------------------------------------------------------------------------------------------------- Shares outstanding: - ------------------------------------------------------------------------------------------------------------- Class A $ 15,973 $ 667,512 $ 682,888 - ------------------------------------------------------------------------------------------------------------- Class B 38,240 560,223 597,851 - ------------------------------------------------------------------------------------------------------------- Class C 12,848 112,667 125,310 - ------------------------------------------------------------------------------------------------------------- Class M 16,052 90,997 106,740 - ------------------------------------------------------------------------------------------------------------- Total $ 83,114 $ 1,431,399 $ 1,512,789 ============================================================================================================= DIVIDENDS AND OTHER DISTRIBUTIONS. Both the Fund and the Acquiring Fund distributes to its shareholders any net investment income, any net realized short-term capital gains, and any net realized long-term gains annually. Such dividends and distributions are automatically reinvested in 10 the respective fund shares at net asset value, unless the shareholder requests cash. See "Shareholder Information - Distributions and Taxes" in the IDEX SAI. SHAREHOLDER RIGHTS. Both the Acquiring Fund and the Fund are part of a Massachusetts Business Trust, and, thus, their shareholders have the same rights due them under the state law. IDEX is not required to hold annual meetings of shareholders and has no current intention to hold such meetings, except as required by the 1940 Act. Under the 1940 Act, IDEX is required to hold a shareholders' meeting if, among other reasons, the number of Trustees elected by shareholders is less than a majority of the total number of Trustees, or if it desires to change any fundamental investment policies. In addition, holders of at least 10% of a fund's outstanding shares may require a fund to hold a shareholder meeting for the purpose of voting on the removal of any Trustee. REASONS FOR THE EXCHANGE GE Asset Management, the former sub-adviser of the Acquiring Fund, notified the Board that it would terminate its sub-advisory services to the Acquiring Fund effective October 4, 2001. The Board then selected American Century Asset Management, Inc. to serve as interim sub-adviser beginning October 5, 2001, until the Shareholder Meeting to vote upon the planned Reorganization. Upon its notice, the Board concluded that an Exchange would be in the best interests of the respective shareholders of the Fund and the Acquiring Fund. The Board believed that the Exchange will permit shareholders to pursue similar investment goals in a larger fund without diluting shareholders' interests. In determining whether to recommend approval of the Exchange, the Board considered the following factors, among others: (1) the compatibility of the Acquiring Fund and the Fund's investment objective and management policies, as well as the services offered by IDEX to both Funds; (2) the terms and conditions of the Exchange and whether the Exchange would result in dilution of shareholder interests; (3) expense ratios and information regarding the fees and expenses of the Acquiring Fund and the Fund, as well as the expense rations of similar funds and the estimated expense ratio of the combined fund; (4) the tax consequences of the Exchange; and (5) the estimated costs to be incurred by the Acquiring Fund and the Fund as a result of the Exchange. INFORMATION ABOUT THE EXCHANGE Plan Of Exchange. The following summary of the Plan is qualified in its entirety by reference to the form of Plan attached to this Prospectus/Proxy Statement as Exhibit A. The Plan provides that the Acquiring Fund will acquire all of the assets of the Fund at net asset value, in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of the Fund's stated liabilities on February 28, 2001, or such later date as may be agreed upon by the parties (the "Closing Date"). The number of Acquiring Fund shares to be issued to the Fund will be determined on the basis of the relative net asset values per share and aggregate net assets of the shares of the Acquiring Fund and the Fund, generally computed as of the close of regular trading on the floor of the NYSE (currently at 4:00 p.m., New York time) on the Closing Date. See "Shareholder Information - Pricing of Shares" in the IDEX Prospectus. Prior to the Closing Date, the Fund will declare a dividend or dividends which, together with all previous such dividends, will have the effect of distributing to Fund shareholders all of the Fund's previously undistributed investment company taxable income, if any, for the fiscal period ending on or prior to the Closing Date (computed without regard to any deduction or dividends paid), its net exempt interest income for the fiscal period ending on or prior to the Closing Date, and all of its previously undistributed net capital gain realized in the fiscal period ending on or prior to the Closing Date (after reduction for any capital loss carried forward). As conveniently as practicable after the Closing Date, the Fund will liquidate and distribute pro rata to its shareholders of record as of the close of business on the Closing Date, the shares received by it in the Exchange. Such distribution and liquidation will be accomplished by establishing accounts on the share records of the Acquiring Fund in the name of each Fund shareholder, each account representing the 11 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 $_____, which will be borne pro rata according to the aggregate net assets of the Acquiring Fund and the Fund on the date of the Exchange (and indirectly by the shareholders of each of these funds). Federal Income Tax Consequences. The exchange of the Fund's assets for the Acquiring Fund shares and the assumption of the stated liabilities of the Fund is intended to qualify for Federal income tax purposes as a tax-free reorganization under Section 368(a) of the Code. As a condition to the closing of the Exchange, the Fund and the Acquiring Fund will receive the opinion of Sutherland Asbill & Brennan LLP, counsel to the Fund and the Acquiring Fund, to the effect that on the basis of the existing provisions of the Code, Treasury regulations thereunder, current administrative regulations and pronouncements and court decisions, and certain facts, assumptions and representations, for Federal income tax purposes: (1) the transfer of all of the Fund's assets in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of the Fund's stated liabilities will constitute a "reorganization" within the meaning of Section 368(a)(1)(C) of the Code with respect to the Fund; (2) no gain or loss will be recognized by the Acquiring Fund upon receipt of the Fund's assets solely in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of the stated liabilities of the Fund; (3) no gain or loss will be recognized by the Fund upon transfer of its assets to the Acquiring Fund in exchange for shares and the assumption by the Acquiring Fund of such Fund's stated liabilities or upon the distribution (whether actual or constructive) of Acquiring Fund shares to Fund shareholders in exchange for their Fund shares; (4) no gain or loss will be recognized by Fund shareholders upon the exchange of Fund shares for Acquiring Fund shares; (5) the aggregate tax basis for Acquiring Fund shares received by each Fund shareholder pursuant to the Exchange will be the same as the aggregate tax basis for Fund shares held by such shareholder immediately prior to the Exchange, and the holding period of Acquiring Fund shares received by a Fund shareholder will include the period during which Fund shares surrendered in exchange therefor were held by such shareholder (provided Fund shares were held as 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 advisers regarding the effect, if any, of the proposed Exchange in light of their individual circumstances. Since the foregoing discussion relates only to the Federal income tax consequences of the Exchange, Fund shareholders also should consult their tax advisors as to state and local tax and foreign consequences, if any, of the Exchange. 12 REQUIRED VOTE AND BOARD'S RECOMMENDATION The IDEX Board has approved the Plan and the Exchange on behalf of the Fund, and has determined that (i) participation in the Exchange is in the best interest of the Fund and its shareholders and (ii) the interests of shareholders of the Fund will not be diluted as a result of the Exchange. Pursuant to the IDEX charter documents, an affirmative vote of a majority of the Fund's shares outstanding and entitled to vote is required to approve the Plan and the Exchange. THE IDEX BOARD OF TRUSTEES, INCLUDING THE "NON-INTERESTED" TRUSTEES, RECOMMENDS THAT THE FUND'S SHAREHOLDERS VOTE "FOR" APPROVAL OF THE PLAN AND THE EXCHANGE. - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION ABOUT THE FUND AND THE ACQUIRING FUND Information about the Fund and the Acquiring Fund is incorporated by reference into the Prospectus/Proxy Statement from the IDEX Prospectus forming a part of its Registration Statement on Form N-1A (File No. 33-2659), as amended. The Fund and the Acquiring Fund are subject to the requirements of the 1940 Act, and file reports, proxy statements and other information with the SEC. These materials may be inspected and copied at the Public Reference Facilities of the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Copies of such materials may also be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, SEC, Washington, D.C., at prescribed rates. At the Board Meeting held on September 11, 2000, the Trustees, including a majority of the trustees who are not parties to the Sub-Advisory Agreements or interested persons (within the meaning of Section 2(a)(19) of the 1949 Act) of any such party (the "Disinterested Trustees"), approved and recommended that shareholders of each Fund approve a policy to permit IMI, on behalf of each Fund and subject to approval of the Board, to appoint sub-advisers, to enter into sub-advisory agreements, and to materially amend existing sub-advisory agreements (the "Sub-Adviser Approval Policy") without further shareholder approval for the existing Funds of IDEX, and for future Funds, subject to certain conditions. Special restrictions apply to the Sub-Advisers that are affiliates of the Investment Adviser ("Affiliated Sub-Adviser"). Implementation of the Sub-Adviser Approval Policy approved by the Board is subject to the terms and conditions of an Exemptive Order from the SEC as described below. The Section 15 Exemptive Order On August 5, 1998, the SEC granted an exemption from Section 15(a) of the 1940 Act and Rule 18f-2 under the 1940 Act to AEGON/Transamerica Series Fund, Inc. (formerly, WRL Series Fund, Inc.), AEGON/Transamerica Fund Advisers, Inc. (formerly, WRL Investment Management, Inc.) ("ATSF") and any other registered investment company advised by ATSF or a person controlling, controlled by, or under common control with ATSF (Release No. IC 23379) (the "Exemptive Order"). IDEX and IMI are affiliates with those entities and are under common control with ATSF. The provisions of the 1940 Act require that shareholders approve investment advisory agreements, including sub-advisory agreements, and to approve any material amendment to such an investment advisory agreement. If shareholders approve the Sub-Adviser Approval Policy as described in the Exemptive Order, IMI will be authorized, subject to approval by the Board, to evaluate, select and retain new sub-adviser the Funds, or materially amend an existing sub-advisory agreement without obtaining further approval of the affected Fund's shareholders, whenever IMI and the Board believe such actions are in the best interests of a Fund and its shareholders. 13 Shareholders should recognize that in engaging a new sub-adviser and entering into a sub-advisory agreement, IMI will negotiate fees with that sub-adviser and, because these fees are paid by IMI and not directly by the Fund, any fee reduction negotiated by IMI may inure to IMI's benefit and any increase will inure to its detriment. The fees paid to IMI by the Fund and the fees paid to a sub-adviser by IMI are considered by the Board in approving the advisory and sub-advisory arrangements, and any change in fees paid by the Fund to IMI would require shareholder approval. In any event, if the shareholders approve this Policy, then IMI, pursuant to the Fund's Agreement, will continue to provide the same level of management and administrative services to the Fund as it has always provided. In addition to shareholder approval, the relief granted by the SEC and set forth in the Exemptive Order is subject to the following conditions: (1) IMI will not enter into a sub-advisory agreement with any affiliated sub-adviser without the sub-advisory agreement, including the compensation to be paid thereunder, being approved by the Fund's shareholders. (2) At all times, a majority of the Board will be persons each of whom is a Disinterested Trustee and the nomination of new or additional Disinterested Trustees will be within the discretion of the then-existing Disinterested Trustees. (3) When a sub-adviser change is proposed for a Fund with an affiliated sub-adviser, the Board, including a majority of the Disinterested Trustees, will make a separate finding, reflected in the minutes of the meetings of the Board, that the change is in the best interests of the Fund and the shareholders, and does not involve a conflict of interest from which IMI or the affiliated sub-adviser derives an inappropriate advantage. (4) IMI will provide general management and administrative services to IDEX and the Fund, including overall supervisory responsibility for the general management and investment of the Fund's securities portfolios, and subject to review 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. 14 VOTING INSTRUCTIONS Shareholders of record of the Fund who own shares of beneficial interest at the close of business on November 30, 2001 (the "Record Date") will be entitled to vote at the Meeting, including any adjournment(s) thereof, with respect to the Reorganization and Exchange, election of Trustees and the Sub-Adviser Approval Policy. Shareholders of the Fund are entitled to one vote for each share held and fractional votes for fractional shares held with no share having cumulative voting rights. With respect to the Fund, the presence in person or by proxy, of a majority of the Fund shares outstanding and entitled to vote will constitute a quorum for the transaction of business at the Meeting. If a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve the proposal is not received, the persons names as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the Fund's shares represented at the Meeting in person or by proxy (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 15 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 322,692,392. Beneficial Owners. Occasionally, the number of shares of the Fund held in the "street name" accounts of various securities dealers for the benefit of their clients may exceed 5% of the total shares outstanding. The Fund has no beneficial shareholders. Solicitation. The principal solicitation of proxies will be by the mailing of this Prospectus/Proxy Statement on or about December 12, 2001, but proxies may also be solicited by telephone and/or in person by representatives of IDEX, its affiliates, and ALAMO, a proxy services firm. The estimated cost for the services by ALAMO is $2,200.00. Arrangements will be made with brokerage houses and other custodians, nominees, and fiduciaries to forward proxies and proxy materials to their principals. The cost of the Special Meeting, including the preparation and mailing of the Notice, Proxy Statement and proxies, and the solicitation of proxies, including reimbursement to broker-dealers and others who forward proxy materials to their clients, will be borne by the shareholders of the Fund. As the date of the Meeting approaches, certain shareholders of the Fund may receive a call from a representative of IDEX or ALAMO if IDEX has not yet received their votes. Authorization to permit the IDEX representative to execute proxies may be obtained from shareholders by telephonic instructions. Proxies that are obtained telephonically in the solicitation process will be recorded in accordance with the procedures set forth below. If a telephonic proxy is solicited by a representative, the representative is required to ask the shareholder for such shareholder's full name, address, social security or employer identification number, title (if the person giving the proxy is authorized to act on behalf of an entity, such as a corporation), the number of shares owned, and to confirm that the shareholder has received the Proxy Statement in the mail. If the information solicited agrees with the information provided to the representative, then the representative has the responsibility to explain the process, read the proposal listed on the proxy card, and ask for the shareholder's instructions on such proposal. Although the representative is permitted to answer questions about the solicitation process, he or she is not permitted to recommend to the shareholder how to vote, other than to read the recommendation set forth in the Proxy Statement. The representative will record the shareholder's instructions on the card. Within 72 hours, IDEX will send the shareholder a letter or mailgram to confirm the 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. 16 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 10/31/00 and for each of the periods indicated, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent certified public accountants, given on the authority of said firm as experts in auditing and accounting. In addition, the unaudited financial statements of the Fund (which commenced operation April, 2001) and the Acquiring Fund for the period ended April 30, 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. 17 EXHIBIT A AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND PLAN OF REORGANIZATION dated October 30, 2001 (the "Agreement") between IDEX American Century International (the "Fund") and IDEX International Equity (the "Acquiring Fund") of IDEX Mutual Funds ("IDEX"), a Massachusetts Business Trust. This Agreement is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 368(a)(1)(C) of the United States Internal Revenue Code of 1986, as amended (the "Code"). The reorganization (the "Reorganization") will consist of the transfer of all of the assets of the Fund in exchange solely for shares of the Acquiring Fund and the assumption by the Acquiring Fund of certain liabilities of the Fund and the distribution, after the Closing Date hereinafter referred to, of the Acquiring Fund shares to the shareholders of the Fund in liquidation of the Fund as provided herein, all upon the terms and conditions hereinafter set forth in this Agreement. WHEREAS, both the Fund and the Acquiring Fund are registered, diversified, open-end management investment companies, and the Fund owns securities which are assets of the character in which the Acquiring Fund is permitted to invest; WHEREAS, both the Acquiring Fund and the Fund are authorized to issue their shares of common stock; 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, 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 1 that unaudited statement of assets and liabilities and shall not assume any other liabilities, whether absolute or contingent. 1.3 Delivery of the assets of the Fund to be transferred shall be made on the Closing Date and shall be delivered to State Street Bank, the IDEX custodian (the "Custodian"), for the account of the Acquiring Fund, with all securities not in bearer or book-entry form duly endorsed, or accompanied by duly executed separate assignments or stock powers, in proper form for transfer, with signatures guaranteed, and with all necessary stock transfer stamps, sufficient to transfer good and marketable title thereto (including all accrued interest and dividends and rights pertaining thereto) to the Custodian for the account of the Acquiring Fund free and clear of all liens, emcumbrances, rights, restrictions and claims. All cash delivered shall be in the form of immediately available funds payable to the order of the Custodian for the account of the Acquiring Fund. 1.4 The Fund will pay or cause to be paid to the Acquiring Fund any interest received on or after the Closing Date with respect to assets transferred to the Acquiring Fund hereunder. The Fund will transfer to the Acquiring Fund any distributions, rights or other assets received by the Fund after the Closing Date as distributions on or with respect to the securities transferred. Such assets shall be deemed included in assets transferred to the Acquiring Fund on the Closing Date and shall not be separately valued. 1.5 As soon after the Closing Date as is conveniently practicable (the "Liquidation Date"), the Fund will liquidate and distribute pro rata to the Fund's shareholders of record, determined as of the close of business on the Closing Date, Acquiring Fund shares received by the Fund pursuant to paragraph 1.1. Such liquidation and distribution will be accomplished by the transfer of the applicable Acquiring Fund shares then credited to the account of the Fund on the books of the 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 2.2 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. 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 3 power to own all of its properties and assets and to carry out its obligations under this Agreement. (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 dated April 30, 2001, have not been audited as the Fund commenced operation in April 2001. The unaudited statement (copies of which have been furnished to the Acquiring Fund) fairly reflect the financial condition of the Fund as of such dates, and there are no known contingent liabilities of the Fund as of such dates not disclosed therein. (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. (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. 4 (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 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, 2000 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 5 furnished to the Fund) fairly reflect the financial condition of the Acquiring Fund as of such dates. (g) Since October 31, 2000 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. (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 6 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(m), all to be included in a Registration Statement on Form N-14 of the Acquiring Fund (the "Registration 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, 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. 7 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. 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 8 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 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. 9 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 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 By: /s/ JOHN R. KENNEY ------------------------------------- John R. Kenney Chairman and Chief Executive Officer ATTEST: /s/ John K. Carter -------------------- John K. Carter, Esq. Secretary IDEX Mutual Funds on behalf of: IDEX AMERICAN CENTURY INTERNATIONAL By: /s/ JOHN R. KENNEY ------------------------------------- John R. Kenney Chairman and Chief Executive Officer ATTEST: /s/ John K. Carter -------------------- John K. Carter, Esq. Secretary 10 PART B STATEMENT OF ADDITIONAL INFORMATION Relating to the Acquisition by IDEX INTERNATIONAL EQUITY (the "Acquiring Fund") A Series of IDEX Mutual Funds ("IDEX") 570 Carillon Parkway St. Petersburg, Florida 33716 1-888- Of The Assets of IDEX American Century International A Series of IDEX Dated: January 2, 2002 This Statement of Additional Information, which is not a prospectus, supplements and should be read in connection with the Prospectus/Proxy Statement dated December 13, 2001, relating specifically to the proposed transfer of all of the assets and liabilities of IDEX American Century International (the "Fund") in exchange for shares of IDEX International Equity (the "Acquiring Fund"). The transfer is to occur pursuant to an Agreement and Plan of Reorganization. Each of the following documents accompanies this Statement of Additional Information and is incorporated herein by reference. 1. The IDEX Prospectus and Statement of Additional Information dated March 1, 2001. 2. The IDEX Annual Report dated October 31, 2000. 3. The IDEX Semi-Annual Report (which includes the Fund) dated April 30, 2001. GENERAL INFORMATION This Statement of Additional Information relates to the proposed transfer of substantially all of the assets and liabilities of IDEX American Century International to IDEX International Equity, in exchange for like shares of IDEX International Equity (the "Reorganization"). The aggregate net asset value of each share issued will have an aggregate net asset value equal to the aggregate net asset value of the shares of IDEX American Century International that were outstanding immediately before the effective time of the Reorganization. After the transfer of substantially all of its assets and liabilities in exchange for the Acquiring Fund, the Fund will distribute such shares to its shareholders in liquidation of the Fund. Each shareholder owning shares of the Fund at the effective time of the Reorganization will receive shares of the same Class from the Acquiring Fund of equal value, and will receive any unpaid dividends or distributions that were declared before the effective time of the Reorganization on shares of the Fund. The Acquiring Fund will establish an account for each former shareholder of the Fund reflecting the appropriate number of shares distributed to such shareholder. These accounts will be substantially identical to the accounts maintained by the Fund for each shareholder. Upon completion of the Reorganization with respect to the Fund, all outstanding shares of the Fund will have been redeemed and cancelled in exchange for shares distributed by the Acquiring Fund, and the Fund will wind up its affairs and be terminated as a series of IDEX under Massachusetts law. For further information about the transaction, see the Proxy Statement/Prospectus. PRO FORMA FINANCIAL STATEMENTS (UNAUDITED) The unaudited pro forma Schedule of Investments and Statement of Assets and Liabilities attached to this Statement of Additional Information as Exhibit A gives effect to the proposed transfer of the assets and liabilities of the Fund to 1 the Acquiring Fund as if such transfer had occurred as of April 30, 2001. In addition, the pro forma combined statement has been prepared as if the merger had occurred on April 2, 2001, based upon the fee and expense structure of the Fund. The pro forma financial information should be read in conjunction with the historical financial statements and notes thereto of the Fund (which commenced operations in 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 or financial position. 2 PRO FORMA SCHEDULE OF INVESTMENTS (Unaudited) April 30, 2001 IDEX American IDEX Century International International Equity Pro Forma Fund - ----------------------------------------------------------------------------------------------------------------------------------- % of Description TNA Shares Value Shares Value Shares Value - ----------------------------------------------------------------------------------------------------------------------------------- Australia 1.8% COMMON STOCK BHP, Ltd. 365 $ 4,018 - $ - 365 $ 4,018 Brambles Industries, Ltd. - - 8,886 226,782 8,886 226,782 Cable & Wireless Optus, Ltd. * - - 31,003 56,301 31,003 56,301 Coles Myer, Ltd. 919 3,253 - - 919 3,253 National Australia Bank, Ltd. 135 2,079 - - 135 2,079 -------- ----------- ----------- Total Australia Common Stock 9,350 283,083 292,433 -------- ----------- ----------- Belgium 0.0% COMMON STOCK Dexia 29 4,576 - - 29 4,576 -------- ----------- ----------- Total Belgium Common Stock 4,576 - 4,576 -------- ----------- ----------- Brazil 2.2% COMMON STOCK Embraer-Empresa Brasileira de Aeronautica SA ADR - - 3,105 139,136 3,105 139,136 Petroleo Brasileiro SA ADR * - - 4,837 131,392 4,837 131,392 Telecomunicacoes Brasileiras Telebras SA ADR - - 256 13,117 256 13,117 Unibanco de Bancos Brasileiros SA GDR - - 3,176 76,383 3,176 76,383 -------- ----------- ----------- Total Brazil Common Stock - 360,028 360,028 -------- ----------- ----------- Canada 1.6% COMMON STOCK Alberta Energy Company, Ltd. 36 1,769 - - 36 1,769 Bombardier, Inc. 247 3,577 4,841 70,103 5,088 73,680 Canadian Pacific, Ltd. 62 2,429 - - 62 2,429 Celestica, Inc. ADR * 54 2,759 - - 54 2,759 CGI Group, Inc. * - - 12,319 69,111 12,319 69,111 Manulife Financial Corp. - - 3,921 98,682 3,921 98,682 Molson, Inc. Class A - - 147 4,114 147 4,114 National Bank of Canada 87 1,478 - - 87 1,478 Petro-Canada 101 2,795 - - 101 2,795 Precision Drilling Corp. * 55 2,326 - - 55 2,326 Suncor Energy, Inc. 112 3,131 - - 112 3,131 Talisman Energy, Inc. * 63 2,565 - - 63 2,565 -------- ----------- ----------- Total Canada Common Stock 22,829 242,010 264,839 -------- ----------- ----------- Denmark 0.2% COMMON STOCK Danske Bank A/S 108 1,739 - - 108 1,739 ISS A/S * 90 5,242 - - 90 5,242 Novo Nordisk A/S 533 20,273 - - 533 20,273 -------- ----------- ----------- Total Denmark Common Stock 27,254 - 27,254 -------- ----------- ----------- Finland 2.5% COMMON STOCK Nordic Baltic Holding AB - 8,071 48,331 8,071 48,331 Sampo OY - 21,645 226,588 21,645 226,588 Stora Enso OY - 9,828 110,730 9,828 110,730 Tieto Corp. OY - 289 8,897 289 8,897 -------- ----------- ----------- Total Finland Common Stock - 394,546 394,546 -------- ----------- ----------- 3 IDEX American IDEX Century International International Equity Pro Forma Fund - ----------------------------------------------------------------------------------------------------------------------------------- % of Description TNA Shares Value Shares Value Shares Value - ----------------------------------------------------------------------------------------------------------------------------------- France 16.4% COMMON STOCK Alcatel SA - 2,058 67,006 2,058 67,006 Alstom 51 1,470 9,900 285,440 9,951 286,910 Altran Technologies SA 61 3,950 - - 61 3,950 Aventis SA 269 20,834 3,044 235,752 3,313 256,586 AXA-UAP 18 2,124 1,947 229,728 1,965 231,852 BNP Paribas SA - - 2,219 197,252 2,219 197,252 Carrefour SA 42 2,424 3,870 223,334 3,912 225,758 Coflexip SA ADR - - 780 56,745 780 56,745 European Aeronautic Defense and Space Company * 216 3,928 - - 216 3,928 France Telecom 69 5,019 - - 69 5,019 Groupe Danone 30 3,899 - - 30 3,899 Lafarge SA * 30 2,882 - - 30 2,882 Lagardere Group SA - - 4,450 258,582 4,450 258,582 L'Air Liquide SA 26 3,917 - - 26 3,917 Lyonnaise des Eaux SA 64 9,459 739 109,224 803 118,683 Michelin Generale de Etablissments - - 3,254 107,995 3,254 107,995 Publicis SA - - 894 30,138 894 30,138 Publicis SA Warrants * - - 686 1,308 686 1,308 Sanofi SA 45 2,699 - - 45 2,699 Schneider SA - - 895 61,098 895 61,098 Total SA 88 13,116 2,440 363,661 2,528 376,777 Usinor SA 116 1,516 - - 116 1,516 Vinci SA 95 5,563 - - 95 5,563 Vivendi Environnement SA 87 3,810 - - 87 3,810 Vivendi Universal SA 199 13,779 4,415 305,704 4,614 319,483 -------- ----------- ----------- Total France Common Stock 100,389 2,532,967 2,633,356 -------- ----------- ----------- Germany 8.9% COMMON STOCK Allianz Holding AG 19 5,470 - - 19 5,470 Bayer AG - - 397 16,658 397 16,658 Bayerische hypo-und Vereinsbank AG - - 1,263 69,917 1,263 69,917 Bayerische Motoren Werke (BMW) AG 100 3,336 4,078 136,029 4,178 139,365 Deutsche Bank AG 43 3,500 2,542 206,909 2,585 210,409 Deutsche Telekom AG 141 3,678 - - 141 3,678 Dresdner Bank AG - - 2,845 129,604 2,845 129,604 E.On AG 81 4,070 1,580 79,406 1,661 83,476 Fresenius Medical Care AG - - 1,450 108,055 1,450 108,055 Henkel KGaA - - 2,550 159,940 2,550 159,940 Infineon Technologies AG * 103 4,477 - - 103 4,477 Marschollek, Lautenschlaeger und Partner AG 66 7,407 - - 66 7,407 Merck KGaA - - 1,701 60,362 1,701 60,362 Metallgesellschaft AG - - 13,076 147,325 13,076 147,325 Muenchener Ruckversicherungs-Namen AG 17 4,819 794 225,055 811 229,874 Muenchener Ruckversicherungs-Namen AG Warrants - - 4 285 4 285 Pruessag AG 99 3,320 - - 99 3,320 Schering AG 80 3,952 - - 80 3,952 -------- ----------- ----------- Total Germany Common Stock 44,029 1,339,545 1,383,574 -------- ----------- ----------- NON-CONVERTIBLE PREFERRED STOCK 0.3% Fresenius Medical Care AG - - 924 43,462 924 43,462 SAP AG 33 5,270 - - 33 5,270 -------- ------------ ----------- Total Germany Non-Convertible Preferred Stock 5,270 43,462 48,732 -------- ------------ ----------- Total Germany stock 49,299 1,383,007 1,432,306 -------- ------------ ----------- Greece 0.3% COMMON STOCK Hellenic Telecommunication Organization SA - - 1,744 25,993 1,744 25,993 Hellenic Telecommunication Organization SA ADR - - 2,699 20,099 2,699 20,099 -------- ----------- ----------- Total Greece Common Stock - 46,092 46,092 - -------- ----------- ----------- Hong Kong 2.1% COMMON STOCK Cheung Kong, Ltd. - - 15,217 169,748 15,217 169,748 Giordano International, Ltd. - - 128,000 66,469 128,000 66,469 Hutchison Whampoa, Ltd. - - 100 1,080 100 1,080 Johnson Electric Holdings, Ltd. - - 54,000 101,435 54,000 101,435 -------- ----------- ----------- Total Hong Kong Common Stock - 338,732 338,732 -------- ------------ ----------- 4 IDEX American IDEX Century International International Equity Pro Forma Fund - ----------------------------------------------------------------------------------------------------------------------------------- % of Description TNA Shares Value Shares Value Shares Value - ----------------------------------------------------------------------------------------------------------------------------------- Ireland 3.7% COMMON STOCK Bank of Ireland - - 26,909 259,013 26,909 259,013 CRH PLC 157 2,627 11,448 191,544 11,605 194,171 Elan Corp. PLC ADR * 78 3,912 1,768 88,665 1,846 92,577 Jefferson Smurfit Group PLC - - 27,767 50,991 27,767 50,991 -------- ------------ ----------- Total Ireland Common Stock 6,539 590,213 596,751 -------- ------------ ----------- 5 IDEX American IDEX Century International International Equity Pro Forma Fund - ----------------------------------------------------------------------------------------------------------------------------------- % of Description TNA Shares Value Shares Value Shares Value - ----------------------------------------------------------------------------------------------------------------------------------- Israel 0.9% COMMON STOCK ECI Telecom, Ltd. - - 7,197 49,084 7,197 49,084 Teva Pharmaceutical Industries, Ltd. ADS 77 4,192 1,585 86,303 1,662 90,495 -------- ------------ ----------- Total Israel Common Stock 4,192 135,387 139,579 -------- ------------ ----------- Italy 3.2% COMMON STOCK Alleanza Assicurazioni SpA 403 5,102 - - 403 5,102 Arnoldo Mondadori Editore SpA 615 5,892 - - 615 5,892 Banca Intesa SpA 1,333 5,002 52,407 196,665 53,740 201,667 ENI SpA * 2,014 13,793 - - 2,014 13,793 Riunione Adriatica di Sicurta SpA * - - 14,673 193,305 14,673 193,305 Saipem SpA - - 11,937 78,365 11,937 78,365 Telecom Italia SpA 473 5,259 452 5,024 925 10,283 -------- ------------ ----------- Total Italy Common Stock 35,048 473,359 508,407 -------- ------------ ----------- Japan 11.8% COMMON STOCK Ajinomoto Company, Inc. 317 3,231 - - 317 3,231 Canon, Inc. 248 9,730 5,000 196,173 5,248 205,903 Eisai Company, Ltd. 193 4,949 - - 193 4,949 Fujitsu, Ltd. - - 10,000 137,524 10,000 137,524 Honda Motor Company, Ltd. 118 4,744 - - 118 4,744 Hoya Corp. 22 1,442 - - 22 1,442 Itochu Corp. * - - 13,879 56,250 13,879 56,250 Ito-Yokado Company, Ltd. 109 6,075 - - 109 6,075 JUSCO Company, Ltd. 74 1,850 - - 74 1,850 KAO Corp. 89 2,261 6,000 152,409 6,089 154,669 Keyence Corp. 16 3,482 - - 16 3,482 Komatsu, Ltd. - - 21,000 118,918 21,000 118,918 Mazda Motors Corp. - - 45,000 121,587 45,000 121,587 Minebea Company, Ltd. - - 20,000 156,939 20,000 156,939 Mitsubishi Heavy Industries, Ltd. 1,443 5,895 - - 1,443 5,895 Mizuho Holdings, Inc. - - 9 55,406 9 55,406 NEC Corp. 623 11,365 - - 623 11,365 Nintendo Company 39 6,278 - - 39 6,278 Nippon Telegraph & Telephone Corp. - - 15 95,255 15 95,255 Nitto Denko Corp. 243 7,922 - - 243 7,922 Nomura Securities Company, Ltd. 429 9,058 - - 429 9,058 NTT Docomo, Inc. 1 20,548 - - 1 20,548 Shin-Etsu Chemical Company, Ltd. - - 3,000 120,374 3,000 120,374 Sony Corp. 113 8,447 3,200 239,194 3,313 247,641 Sumitomo Bank 386 3,603 - - 386 3,603 Takeda Chemical Industries, Ltd. 112 5,400 - - 112 5,400 The Tokio Marine & Fire Insurance Company, Ltd. 218 2,293 - - 218 2,293 Tokyo Electric Power - - 2,000 47,729 2,000 47,729 Toshiba Corp. - - 42,000 275,549 42,000 275,549 Toyota Motor Corp. 186 6,184 - - 186 6,184 -------- ------------ ----------- Total Japan Common Stock 124,757 1,773,307 1,898,064 -------- ------------ ----------- Mexico 2.0% COMMON STOCK America Movil SA de C.V. ADS * - - 1,144 21,050 1,144 21,050 Desc SA de C.V. ADR - - 2,723 21,511 2,723 21,511 Desc SA de C.V. Series B - - 10,386 4,499 10,386 4,499 Fomento Economico Mexicano SA de C.V. ADR - - 212 8,098 212 8,098 Grupo Carso SA de C.V. ADR * - - 2,322 11,548 2,322 11,548 Grupo Financiero Banamex Accival SA de C.V. - - 99,336 185,657 99,336 185,657 Grupo Financiero BBVA Bancomer SA de C.V. * 2,000 1,609 - - 2,000 1,609 Grupo Televisa SA de C.V. GDR * - - 1,930 73,398 1,930 73,398 Wal-Mart de Mexico SA de C.V. 537 1,297 - - 537 1,297 -------- ------------ ----------- Total Mexico Common Stock 2,906 325,761 328,666 -------- ------------ ----------- 6 IDEX American IDEX Century International International Equity Pro Forma Fund - ----------------------------------------------------------------------------------------------------------------------------------- % of Description TNA Shares Value Shares Value Shares Value - ----------------------------------------------------------------------------------------------------------------------------------- Netherlands 7.4% COMMON STOCK ASM Lithography Holding NV * - - 4,141 109,475 4,141 109,475 Getronics NV - - 3,568 17,346 3,568 17,346 Gucci Group NV NYRS 28 2,549 - - 28 2,549 IHC Caland NV - - 2,614 120,589 2,614 120,589 ING Groep NV 264 18,027 5,629 384,370 5,893 402,397 Ispat International NV NYRS - - 3,342 9,191 3,342 9,191 Koninklijke Ahold NV 613 19,034 5,638 175,061 6,251 194,095 Koninklijke Numico NV - - 2,700 106,807 2,700 106,807 Koninklijke (Royal) KPN NV - - 1,330 16,259 1,330 16,259 Koninklijke (Royal) Philips Electronics NV NYRS 73 2,248 6,154 180,765 6,227 183,013 Royal Dutch Petroleum Company NYRS 92 5,477 - - 92 5,477 STMicroelectronics NV NYRS 56 2,265 - - 56 2,265 TNT Post Group NV 97 2,285 - - 97 2,285 Unilever NV 132 7,471 - - 132 7,471 VNU NV 209 8,688 - - 209 8,688 Wolters Kluwer NV 111 3,070 - - 111 3,070 -------- ------------ ----------- Total Netherlands Common Stock 71,114 1,119,862 1,190,977 -------- ------------ ----------- Poland 0.3% COMMON STOCK Telekomunikacja Polska GDR 144A - - 9,730 52,548 9,730 52,548 -------- ------------ ----------- Total Poland Common Stock - 52,548 52,548 -------- ------------ ----------- Portugal 0.2% COMMON STOCK Banco Comercial Portugues SA - - 6,585 28,275 6,585 28,275 -------- ------------ ----------- Total Portugal Common Stock - 28,275 28,275 -------- ------------ ----------- Russia 0.0% COMMON STOCK Lukoil Holding Company ADR 71 2,953 - - 71 2,953 -------- ------------ ----------- Total Russia Common Stock 2,953 - 2,953 -------- ------------ ----------- Singapore 0.5% COMMON STOCK Datacraft Asia, Ltd. - - 16,000 81,600 16,000 81,600 -------- ----------- ----------- Total Singapore Common Stock - 81,600 81,600 -------- ------------ ----------- South Korea 1.7% COMMON STOCK Hyundai Motor Company, Ltd. 370 5,787 - - 370 5,787 Kookmin Bank GDR 144A - - 668 7,648 668 7,648 Korea Telecom Corp. ADR - - 2,709 74,850 2,709 74,850 Pohang Iron & Steel Company, Ltd. ADR - - 4,317 86,383 4,317 86,383 Samsung Electronics 60 10,433 - - 60 10,433 Samsung Electronics GDR 144A * - - 990 86,071 990 86,071 -------- ------------ ----------- Total South Korea Common Stock 16,220 254,951 271,172 -------- ------------ ----------- Spain 2.4% COMMON STOCK Acciona SA - - 607 21,486 607 21,486 Repsol-YPF SA - - 1,400 25,958 1,400 25,958 Banco Popular Espanol SA 117 4,177 - - 117 4,177 Telefonica SA 800 13,541 18,188 307,860 18,988 321,402 Telefonica SA ADR * - - 229 11,510 229 11,510 -------- ------------ ----------- Total Spain Common Stock 17,718 366,814 384,532 -------- ------------ ----------- Sweden 1.4% COMMON STOCK Autoliv, Inc. - - 7,709 154,104 7,709 154,104 Investor AB Class B - - 690 8,444 690 8,444 Invik & Company AB - - 218 15,731 218 15,731 Kinnevik Investments AB B-Free - - 590 13,233 590 13,233 L.M. Ericsson Telephone Company Class B ADR 390 2,508 - - 390 2,508 Nordea AB 416 2,515 - - 416 2,515 Securitas AB 236 4,591 - - 236 4,591 Svenska Handelsbanken AB - - 2,003 29,884 2,003 29,884 -------- ------------ ----------- Total Sweden Common Stock 9,614 221,396 231,010 -------- ------------ ----------- 7 IDEX American IDEX Century International International Equity Pro Forma Fund - ----------------------------------------------------------------------------------------------------------------------------------- % of Description TNA Shares Value Shares Value Shares Value - ----------------------------------------------------------------------------------------------------------------------------------- Switzerland 1.2% COMMON STOCK Credit Suisse Group 59 10,998 747 139,242 806 150,240 Julius Baer Holding, Ltd. 2 8,666 - - 2 8,666 Nestle SA 4 8,279 - - 4 8,279 Novartis AG 11 17,088 - - 11 17,088 Swatch Group AG * 7 7,748 - - 7 7,748 Syngenta AG * 40 2,026 - - 40 2,026 -------- ------------ ----------- Total Switzerland Common Stock 54,805 139,242 194,047 -------- ----------- ----------- Taiwan 1.4% COMMON STOCK United Microelectronics Corp. * - - 21,000 230,790 21,000 230,790 -------- ------------ ----------- Total Taiwan Common Stock - 230,790 230,790 -------- ----------- ----------- United Kingdom 15.0% COMMON STOCK ARM Holdings PLC * 512 2,812 - - 512 2,812 BAE SYSTEMS PLC - 87,207 414,386 87,207 414,386 Barclays PLC 208 6,685 - - 208 6,685 Billiton PLC - 13,926 68,362 13,926 68,362 British American Tobacco Industries PLC 450 3,547 - - 450 3,547 British Telecommunications PLC 537 4,275 - - 537 4,275 Cable & Wireless PLC - - 16,360 119,823 16,360 119,823 Canary Wharf Finance PLC * 391 2,978 - - 391 2,978 Capita Group PLC 528 3,758 - - 528 3,758 Centrica PLC 3,510 11,838 - - 3,510 11,838 Commercial Union PLC - - 24,059 332,309 24,059 332,309 Compass Group PLC * 558 4,238 2,166 16,452 2,724 20,691 Corus Group PLC - - 27,000 27,492 27,000 27,492 Diageo PLC 1,172 12,269 - - 1,172 12,269 Dixons Group PLC 801 2,799 - - 801 2,799 Energis PLC * 560 2,917 - - 560 2,917 Glaxo Wellcome PLC ADR 73 3,911 - - 73 3,911 Granada Compass PLC - - 142 380 142 380 Great Universal Stores PLC 234 1,814 - - 234 1,814 Hays PLC 707 3,344 - - 707 3,344 International Power PLC * 745 3,197 8,769 37,627 9,514 40,823 Invensys PLC - - 129,670 271,944 129,670 271,944 Logica PLC 135 1,912 - - 135 1,912 Misys PLC 269 2,443 - - 269 2,443 National Grid Group PLC - - 4,680 35,681 4,680 35,681 Next PLC 336 4,374 - - 336 4,374 Nycomed Amersham PLC - - 15,605 118,642 15,605 118,642 Prudential PLC 235 2,739 12,498 145,656 12,733 148,395 Railtrack Group PLC - - 858 6,039 858 6,039 Reckitt Benckiser PLC 326 4,428 - - 326 4,428 Reed International PLC 1,089 10,715 12,712 125,078 13,801 135,793 Rentokil Initial Group PLC 2,432 6,621 - - 2,432 6,621 Royal and Sun Alliance Insurance Group PLC 1,215 8,604 31,381 222,215 32,596 230,819 Royal Bank of Scotland Group 283 6,536 - - 283 6,536 Safeway PLC 994 4,571 - - 994 4,571 ScottishPower PLC - - 1,207 7,659 1,207 7,659 South African Breweries PLC 538 3,663 - - 538 3,663 Spirent PLC 340 2,003 - - 340 2,003 Telewest Communications PLC * 1,292 2,539 - - 1,292 2,539 Tesco PLC 1,594 5,683 - - 1,594 5,683 Vodafone Group PLC 4,301 13,060 104,204 316,451 108,505 329,511 WPP Group PLC 149 1,780 - - 149 1,780 -------- ------------ ----------- Total United Kingdom Common Stock 152,054 2,266,196 2,418,250 -------- ------------ ----------- United States 0.7% COMMON STOCK AFLAC, Inc. 218 6,932 - - 218 6,932 Alcan, Inc. 84 3,738 - - 84 3,738 Amdocs, Ltd. * 66 3,887 - - 66 3,887 Biovail Corp. * - - 2,014 79,110 2,014 79,110 NTL, Inc. * 97 2,822 - - 97 2,822 Transocean Sedco Forex, Inc. 118 6,405 - - 118 6,405 Tyco International, Ltd. 293 15,638 - - 293 15,638 -------- ------------ ----------- Total United States Common Stock 39,422 79,110 118,532 -------- ----------- ----------- -------- ----------- ----------- Total Common and Non-convertible Preferred Stock 751,038 13,719,277 14,470,315 -------- ----------- ----------- 8 IDEX American IDEX Century International International Equity Pro Forma Fund - ----------------------------------------------------------------------------------------------------------------------------------- % of Description TNA Shares Value Shares Value Shares Value - ----------------------------------------------------------------------------------------------------------------------------------- Total Common and Non-convertible Preferred Stock cost -------- ----------- ---------- 9 IDEX American IDEX Century International International Equity Pro Forma Fund - ----------------------------------------------------------------------------------------------------------------------------------- % of Description TNA Shares Value Shares Value Shares Value - ----------------------------------------------------------------------------------------------------------------------------------- Short-Term Securities 9.8% Time Deposit Principal Principal Principal --------- --------- --------- State Street Bank & Trust Eurodollar Time Deposit 3.000% 5-1-2001 166,153 166,153 - - 166,153 166,153 3.250% 5-1-2001 - - 1,411,627 1,411,627 1,411,627 1,411,627 -------- ---------- ----------- Total Short-Term Securities (cost equals value) 166,153 1,411,627 1,577,780 -------- ---------- ----------- -------- -------- -------- % of TNA % of TNA % of TNA ------------------------------------------------------------------ Total Investments 106.7% $917,191 99.5% $15,130,904 100.2% $16,048,095 -------- ----------- ----------- Total investments cost $886,915 $16,184,874 $17,071,789 -------- ----------- ----------- Unrealized gain (loss) on Forward Foreign Currency Contracts A 2,679 Australian Dollar 5-1-2001 Buy 6 - 6 A 541 Australian Dollar 5-1-2001 Buy 4 - 4 B 2,468 British Pound 5-1-2001 Buy (20) - (20) D 28,523 Danish Krone 5-1-2001 Buy (24) - (24) E 13,835 Euro 5-2-2001 Sell - 93 93 E 17,036 Euro 5-2-2001 Buy (266) - (266) E 2,181 Euro 5-1-2001 Buy 34 - 34 E 364 Euro 5-2-2001 Buy - (2) (2) E 4,846 Euro 5-2-2001 Sell 63 - 63 E 5,598 Euro 5-3-2001 Buy - (29) (29) F 5,143 Swiss Franc 5-2-2001 Buy (38) - (38) J 1,918,298 Japanese Yen 5-31-2001 Sell (147) - 147 J 4,687,939 Japanese Yen 5-2-2001 Buy (131) - (131) J 496,365 Japanese Yen 5-1-2001 Buy (33) - (33) -------- ----------- ----------- Total Unrealized Net Gain (Loss) on Forward Foreign Currency Contracts (258) 62 (196) -------- ----------- ----------- ---------- -------- --------- % of TNA % of TNA % of TNA ----------------------------------------------------------------- Other net assets (liabilities) -6.6% (57,007) 0.5% 80,767 0.1% 23,760 --------- ------------ ------------ Net Assets (100.0%) $859,926 $15,211,734 $16,071,659 --------- ------------ ------------ * security is non-income producing. See accompanying notes to unaudited pro forma financial statements. Management does not anticipate selling any securities as a result of the merger; if any are sold, it is the result of a different management style. 10 PRO FORMA STATEMENT OF ASSETS AND LIABILITIES (Unaudited) April 30, 2001 All numbers (except per share amounts) in thousands IDEX American IDEX Century International International Equity Adjustments Pro Forma Fund ----------------------------------------------------------------- ASSETS: Investment securities, at market value $ 917 $15,131 $ - $16,048 Cash 34 5 - 39 Receivables: Investment securities sold 21 29 - 50 Shares of beneficial interest sold 8 13 - 21 Dividends 1 67 - 68 Due from investment adviser 2 18 - 20 Other - 2 - 2 ----------------------------------------------------------------- Total Assets 983 15,265 - 16,248 ----------------------------------------------------------------- LIABILITIES: Accounts payable: Investment securities purchased 120 6 - 126 Accrued liabilities: Distribution fees - 8 - 8 Transfer agent fees and expenses - 3 - 3 Other 3 36 - 39 ----------------------------------------------------------------- Total Liabilities 123 53 - 176 ----------------------------------------------------------------- Net Assets $ 860 $15,212 $ - $16,072 ================================================================= NET ASSETS CONSIST OF: Shares of beneficial interest, unlimited shares authorized 833 17,013 - 17,846 Undistributed net investment income (loss) or (distribution in excess of net investment income) - (4) - (4) Undistributed net realized gain (loss) from investments and foreign currency transactions (4) (741) - (745) Net unrealized appreciation (depreciation) of investments and translation of foreign denominated assets/liabilities 31 (1,056) - (1,025) ------------------------------------------------------------------- Net Assets $ 860 $15,212 $ - $16,072 ------------------------------------------------------------------- Investment securities, at cost $ 887 $16,185 $ - $17,072 =================================================================== Net Assets: Class A $ 165 $ 7,177 $ - $ 7,342 Net Assets: Class B 396 5,890 - 6,286 Net Assets: Class C 133 1,185 - 1,318 Net Assets: Class M 166 960 - 1,126 ------------------------------------------------------------------- $ 860 $15,212 $ - $16,072 =================================================================== Outstanding Shares: Class A 16 667 (0) 683 Outstanding Shares: Class B 38 560 (0) 598 Outstanding Shares: Class C 13 113 (1) 125 Outstanding Shares: Class M 16 91 (0) 107 Net Asset Value: Class A $10.35 $ 10.75 $ 10.75 Net Asset Value: Class B $10.35 $ 10.51 $ 10.51 Net Asset Value: Class C $10.35 $ 10.51 $ 10.51 Net Asset Value: Class M $10.35 $ 10.55 $ 10.55 Offering Price: Class A $10.95 $ 11.38 $ 11.38 Offering Price: Class M $10.45 $ 10.66 $ 10.66 Amounts shown as " - " represent amounts that are zero or those that round to less than $1,000. See accompanying notes to unaudited pro forma financial statements. 11 PRO FORMA STATEMENT OF OPERATIONS (Unaudited) For the month ended April 30, 2001 All numbers (except per share amounts) in thousands IDEX IDEX American Century International International Equity Adjustments Pro Forma Fund ----------------------------------------------------------------- Investment Income: Interest $ - $ 3 $ - $ 3 Dividends 1 65 - 66 ------------------------------------------------------------- 1 68 - 69 ------------------------------------------------------------- Expenses: Management and advisory fees 1 9 2 (A) 12 Transfer agent fees and expenses 1 6 - 7 Custody and accounting fees and expenses - 8 (1)(B) 7 Registration fees 2 - - 2 Trustees fees and expenses - - - 0 Audit fees and expenses - 1 - 1 Other - 13 - 13 Distribution and service fees: Class A - 2 - 2 Class B - 5 - 5 Class C - 1 - 1 Class M - 1 - 1 ------------------------------------------------------------- Gross Expenses 4 46 1 51 Less fee waivers and reimbursements by the investment adviser (3) (20) 2(C) (20) ------------------------------------------------------------- Net Expenses 1 26 3 30 ------------------------------------------------------------- Net Investment Income (Loss) - 42 (3) 39 ------------------------------------------------------------- Realized Gain (Loss) on Investments, Futures/Options Contracts and Foreign Currency Transactions: Net realized gain (loss) during the period on: Investments (2) (28) - (30) Futures/options contracts - - - 0 Foreign currency transactions (2) 1 - (1) ------------------------------------------------------------- (4) (27) - (31) ------------------------------------------------------------- Unrealized Gain (Loss) on Investments, Futures/Options Contracts and Foreign Currency Transactions: Net unrealized appreciation (depreciation) during the period on: Investments 31 1,014 - 1,045 Futures/options contracts - - - 0 Translation of assets and liabilities denominated in foreign currency - (1) - (1) ------------------------------------------------------------- 31 1,013 - 1,044 ------------------------------------------------------------- Net Gain (Loss) on Investments, Futures/Options Contracts and Foreign Currency Transactions 27 986 - 1,013 ------------------------------------------------------------- Net Increase (Decrease) in Net Assets Resulting from Operations $27 $1,028 $(3) $1,052 ============================================================ 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. 12 Pro Forma Notes to Financial Statements for Reorganization between IDEX American Century International and IDEX International Equity (unaudited) 1. General Information and Basis for Combination/Presentation The accompanying unaudited pro forma financial statements are presented to show the effect of the proposed transaction whereby IDEX International Equity (the "Acquiring Fund") would acquire substantially all of the assets and assume substantially all the liabilities of IDEX American Century International (the "Fund") in exchange for Class A, B, C and M shares of the Acquiring Fund (in like proportion to the shares of the Fund) as described elsewhere in this proxy statement/prospectus. The Acquiring Fund will, in connection with the reorganization, subsequently change its name to IDEX American Century International. Under the terms of the Agreement and Plan of Reorganization, the exchange of assets of the Fund for Class A, B, C and M shares of the Acquiring Fund will be treated as a tax-free reorganization and accordingly will be accounted for as a tax-free reorganization. The acquisition would be accomplished by an acquisition of the net assets of the Fund in exchange for Class A, B, C and M shares of the Acquiring Fund at net asset value. The unaudited pro forma schedule of investments and the unaudited pro forma statement of assets and liabilities have been prepared as though the acquisition had been effective on April 30, 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, and the Statement of Operations has been prepared based on the expense ratios of the Fund which management believes to be the survivor for financial statement purposes and based upon the expense ratio of the Fund. 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 semiannual and annual reports dated April 30, 2001 and October 31, 2000, respectively. 13 AMERICAN CENTURY INTERNATIONAL-MERGER ADJUSTMENTS Pro Forma Adjustments The accompanying unaudited pro forma portfolio of investments and pro forma financial statements reflect changes in shares and Fund expenses as if the reorganization had taken place on April 2, 2001. Adjustments were made to certain expenses to reflect the entities' operations as if they had been in place as of April 30, 2001. A. Management Fees IDEX Management, Inc. ("IMI") acts as the investment manager of the Fund. The Acquiring Fund pays IMI a management fee calculated at an annual rate of 0.80% of the first $500 M of the Acquiring Fund's average daily net assets. The Fund pays 1.00% of the Acquiring Fund's average daily net assets, with an expense cap of 1.60%. This fee is calculated daily and paid monthly. B. Custody/Accounting One fund is eliminated which reduces the monthly per fund minimum although the basis points charge will remain the same. The monthly per portfolio minimum of $2,300 is also eliminated. However, due to the proration among the complex net assets, the effect is less. Therefore, the reduction is estimated at $1,000.00. C. Expense Reimbursement The increase in the expense limit from 1.20% to 1.60% should allow for the Fund to absorb the increase in combined expenses and should also reduce total reimbursements to the Fund. $ 49,796 985 -------- 50,781 30,982 -------- (19,799) (21,320) -------- 1,521 14 PART C: 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. 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. 3. Not applicable. 4. Form of Agreement and Plan of Reorganization is filed herewith as Exhibit A. 5. Not Applicable. 6. (a) Form of Investment Advisory Agreements are incorporated herein by reference to the Registrant's Registration Statement on Form N-1A (File No. 33-2659), Amendment No. 33 as filed with the SEC on December 17, 1999 (IDEX GE U.S. Equity) and Amendment No. 41 as filed with the SEC on December 15, 2000 (IDEX American Century Income & Growth). (b) Form of Sub-Advisory Agreements are incorporated herein by reference to the Registrant's Registration Statement on Form N-1A (File No. 33-2659), Amendment No. 33 as filed with the SEC on December 17, 1999 (IDEX GE U.S. Equity) and Amendment No. 41 as filed with the SEC on December 15, 2000 (IDEX American Century Income & Growth). 7. Distribution Agreement is incorporated herein by reference to the Registrant's Registration Statement on Form N-1A (File No.33-2659 ), Amendment No. 33 as filed with the SEC on December 17, 1999 (IDEX GE U.S. Equity) and Amendment No. 41 as filed with the SEC on December 15, 2000 (IDEX American Century Income & Growth). 8. Not. Applicable. 9. Custodian Agreement is incorporated herein by reference to the Registrant's Registration Statement on Form N-1A (File No. 33-2659), Amendment No. 25 as filed with the SEC on 1/31/97. 10. 11. Opinion and Consent of John Carter, Esq. is filed herewith. 12. Form of opinion of Sutherland Asbill at Brenner LLP with respect to tax matters is filed herewith. 13. Transfer Agent Agreement, Administrative Services Plan and Multiple Class Plan are incorporated herein by reference to the Registrant's Registation Statement on Form N-1A (File No. 33-2659), as filed with the SEC on 14. Consents of Independent Certified Public Accountant are filed herewith. 15. Not Applicable. 16. Power of Attorney for the Registrant is incorporated herein by reference to the Registrant's Registration Statement on Form N-1A (File No. 33-2659) as filed with the SEC. 17. (a) Form of proxy card is filed herewith. (b) The Registrant's Annual Report, dated 10/31/00, is incorporated herein by reference. 1 (c) Prospectus and Statement of Additional Information of IDEX, dated March 1, 2001, are filed herewith. (d) IDEX Annual Report dated October 31, 2000 is incorporated by reference. (e) Registrant's Semi-Annual Report dated April 30, 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 26 day of December, 2001. 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 December 26, 2001 - ---------------------------- John R. Kenney * /s/ PATRICK S. BAIRD President and Trustee December 26, 2001 - ---------------------------- Patrick S. Baird * (Principal Executive Officer) /s/ THOMAS R. MORIARTY Senior Vice President December 26, 2001 - ---------------------------- Treasurer and Principal Thomas R. Moriarty * Financial Officer /s/ CHRISTOPHER G. ROETZER Vice President, Assistant December 26, 2001 - ---------------------------- Treasurer and Principal Christopher G. Roetzer * Accounting Officer /s/ PETER R. BROWN Vice Chairman & Trustee December 26, 2001 - ---------------------------- Peter R. Brown * /s/ DANIEL CALABRIA Trustee December 26, 2001 - ---------------------------- Daniel Calabria * /s/ JAMES L. CHURCHILL Trustee December 26, 2001 - ---------------------------- James L. Churchill * 3 /s/ CHARLES C. HARRIS Trustee December 26, 2001 - ---------------------------- Charles C. Harris* /s/ WILLIAM W. SHORT, JR. Trustee December 26, 2001 - ---------------------------- William W. Short, Jr. * /s/ JACK E. ZIMMERMAN Trustee December 26, 2001 - ---------------------------- Jack E. Zimmerman * /s/ JOHN K. CARTER - ---------------------------- *Signed by John K. Carter Attorney in Fact 4 EXHIBIT INDEX Exhibit No. Description A* Agreement & Plan of Reorganization 11 Opinion and Consent of John K. Carter, Esq 12 Form of Tax Opinion 14 Consent of Independent Certified Public Accountants 17(a) Form of Proxy Card (c) Idex Prospectus - SAI dated March 1, 2001 * See Prospectus/Proxy Statement