Exhibit 10(b)(1)
Code of Ethics for Principal Executive and Senior Financial Officers
IDEX MUTUAL FUNDS
Code of Ethics for Principal Executive and Senior Financial Officers
Approved by the Board of Trustees
as of December 2, 2003
In accordance with the Sarbanes-Oxley Act of 2002 ("Act") and the rules
promulgated thereunder by the U.S. Securities and Exchange Commission ("SEC"),
IDEX Mutual Funds (the "Trust") is required to file reports pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, and must disclose whether
it has adopted a code of ethics that is applicable to certain specified senior
officers and that addresses certain matters specified in the Act and related SEC
Rules (a "Sarbanes-Oxley Code"). The Trust's Board of Trustees ("Board"),
including a majority of the Trustees that are not interested persons of the
Trust, as defined in Section 2(a)(19) of the Investment Company Act of 1940
("Investment Company Act"), has approved the Trust's Sarbanes-Oxley Code.
I. Covered Officers/Purpose of the Code
This Code of Ethics ("Code") of the Trust applies to the Trust's principal
executive officer, chief financial officer and chief accounting officer, or
persons performing similar functions ("Covered Officers," each of whom is set
forth in Exhibit A), for the purpose of promoting:
o honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
o full, fair, accurate, timely and understandable disclosure in reports
and documents that a registrant files with, or submits to, the SEC and
in other public communications made by the Trust;
o compliance with applicable laws and governmental rules and regulations;
o the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
o accountability for adherence to the Code.
II. Covered Officers Should Handle Ethically Actual and Apparent Conflicts
of Interest
General policy: Each Covered Officer should adhere to a high standard of
business ethics and should be sensitive to situations that may give rise to
actual as well as apparent conflicts of interest. Each Covered Officer has a
duty to exercise his or her authority and responsibility for the benefit of the
Trust and its shareholders, to place the interests of the Trust and its
shareholders first, and to refrain from having outside interests that conflict
with the interests of the Trust and its shareholders. Each Covered Officer must
avoid any circumstances that might adversely affect, or appear to affect, his or
her duty of loyalty to the Trust and its shareholders in discharging his or her
responsibilities, including the protection of confidential information and
corporate integrity.
A "conflict of interest" occurs when a Covered Officer's private interest
interferes with the interests of, or his or her service to, the Trust. For
example, a conflict of interest would arise if a Covered Officer receives
improper personal benefits as a result of his or her position with the Trust.
Certain conflicts of interest may arise out of the relationships between Covered
Officers and the Trust and already are subject to conflict of interest
provisions in the Investment Company Act and the Investment Advisers Act of 1940
("Investment Advisers Act"). For example, Covered Officers may not individually
engage in certain transactions (such as the purchase or sale of securities or
other property) with the Trust because of their status as "affiliated persons"
of the Trust. The Trust's and certain of its service providers' compliance
programs and procedures are designed to prevent, or identify and correct,
violations of these provisions. This Code does not, and is not intended to,
repeat or replace these programs and procedures, and such conflicts fall outside
the parameters of this Code.
Although typically not presenting an opportunity for improper personal benefit,
conflicts may arise from, or as a result of, the contractual relationship
between the Trust and its investment adviser, AEGON/Transamerica Fund Advisers,
Inc. ("ATFA"), of which the Covered Officers may be officers or employees. As a
result, this Code recognizes that the Covered Officers will, in the normal
course of their duties (whether for the Trust or ATFA), be involved in
establishing policies and implementing decisions that will have different
effects on ATFA and the Trust. The participation of the Covered Officers in such
activities is inherent in the contractual relationships between the Trust and
ATFA and is consistent with the performance by the Covered Officers of their
duties as officers of the Trust. Thus, if performed in conformity with the
provisions of the Investment Company Act and the Investment Advisers Act, such
activities normally will be deemed to have been handled ethically. In addition,
it is recognized by the Board that the Covered Officers may also be officers or
employees of one or more other investment companies covered by this or other
codes of ethics.
Other conflicts of interest are covered by the Code, even if such conflicts of
interest are not subject to provisions in the Investment Company Act and the
Investment Advisers Act. The following list provides examples of conflicts of
interest under the Code, but Covered Officers should keep in mind that these
examples are not exhaustive. The overarching principle is that the personal
interest of a Covered Officer should not be placed improperly before the
interest of the Trust.
Each Covered Officer must:
o not use his or her personal influence or personal relationships
improperly to influence investment decisions or financial reporting by
the Trust whereby the Covered Officer would benefit personally to the
detriment of the Trust;
o not cause the Trust to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit of the Trust;
o not use material non-public knowledge of portfolio transactions made or
contemplated for the Trust to trade personally or cause others to trade
personally in contemplation of the market effect of such transactions;
and
o report at least annually the information elicited in the Trust's
Trustee and Officer Questionnaire relating to potential conflicts of
interest.
There are some conflict of interest situations that must be discussed with the
Trust's Compliance Officer if material. Some examples of such situations
include:
o service as a director on the board of any company (public or private),
other than a management investment company;
o the receipt of any non-nominal gifts from someone or a company that has
current or prospective business dealings with the Trust;
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o the receipt of any entertainment from any company with which the Trust
has current or prospective business dealings unless such entertainment
is business related, reasonable in cost, appropriate as to time and
place, and not so frequent as to raise any question of impropriety;
o any ownership interest in, or any consulting or employment relationship
with, any of the Trust's service providers, other than ATFA or any
affiliated person thereof; and
o a direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Trust for effecting portfolio
transactions or for selling or redeeming shares other than an interest
arising from the Covered Officer's employment, such as compensation or
equity ownership.
III. Disclosure and Compliance
Each Covered Officer:
o should familiarize himself or herself with the disclosure requirements
generally applicable to the Trust;
o should not knowingly misrepresent, or cause others to misrepresent,
facts about the Trust to others, whether within or outside the Trust,
including to the Trustees and auditors, governmental regulators or
self-regulatory organizations;
o should, to the extent appropriate within his or her area of
responsibility, consult with other officers and employees of the Trust,
ATFA, and other service providers, with the goal of promoting full,
fair, accurate, timely and understandable disclosure in the reports and
documents the Trust files with, or submits to, the SEC and in other
public communications made by the Trust; and
o has the responsibility to promote compliance with the standards and
restrictions imposed by applicable laws, rules and regulations.
IV. Reporting and Accountability by Covered Officers
Each Covered Officer must:
o upon adoption of the Code (or thereafter as applicable, upon becoming a
Covered Officer), affirm in writing (in the form attached hereto as
Exhibit B) to the Board that he or she has received, read, and
understands the Code;
o annually thereafter affirm (in the form attached hereto as Exhibit B)
to the Board that he or she has complied with the requirements of the
Code;
o not retaliate against any other Covered Officer or any employee or
agent of an affiliated person of the Trust for reports of potential
violations that are made in good faith; and
o notify the Trust's Compliance Officer promptly if he or she knows of
any violation of this Code. Failure to do so is itself a violation of
this Code.
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V. Enforcement
The Trust's Board has appointed a Compliance Officer to be responsible for
applying this Code to specific situations in which questions are presented under
it, and who has the authority to interpret this Code in any particular
situation. The Compliance Officer is authorized to consult, as appropriate, with
counsel to the Trust. Any approvals or waivers sought by a Covered Officer will
be considered by the Compliance Officer.
The Trust will follow these procedures in investigating and enforcing this Code:
o The Compliance Officer will take all appropriate action to investigate
any potential violations reported to the Compliance Officer;
o if, after such investigation, the Compliance Officer believes that no
violation has occurred, the Compliance Officer is not required to take
any further action;
o any matter that the Compliance Officer believes is a material violation
will be promptly reported to the Board. The Trustees shall take such
actions as they consider appropriate, including imposition of any
sanctions that they consider appropriate;
o no person shall participate in a determination of whether he or she has
committed a violation of this Code or in the imposition of any sanction
against himself or herself.
o the Compliance Officer will be responsible for granting waivers, as
appropriate; and
o any amendments to or waivers of this Code will, to the extent required,
be disclosed as provided by SEC rules.
VI. Other Policies and Procedures
This Code shall be the sole code of ethics adopted by the Trust for purposes of
Section 406 of the Act and the rules and forms applicable to registered
investment companies thereunder. Insofar as other policies or procedures of the
Trust, ATFA or other service providers govern or purport to govern the behavior
or activities of the Covered Officers who are subject to this Code, they are
superseded by this Code to the extent that they overlap or conflict with the
provisions of this Code. The Trust's and ATFA's codes of ethics under Rule 17j-1
of the Investment Company Act and ATFA's more detailed policies and procedures
set forth in the Code of Ethics and Insider Trading Policy are separate
requirements applying to the Covered Officers and others, and are not part of
this Code.
VII. Amendment; Interpretation of Provisions
The Trustees may from time to time amend this Code of Ethics or adopt such
interpretations of this Code of Ethics as they deem appropriate. In connection
with any amendment to the Code, a brief description of the amendment will be
prepared so that the necessary disclosure may be made with the next Form N-CSR
to be filed, or otherwise disclosed in accordance with applicable law.
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VIII. Confidentiality
All reports and records prepared or maintained pursuant to this Code shall be
treated as confidential and shall not be disclosed to any one other than the
Board, the Covered Officers and Trust counsel, except as otherwise requested by
applicable law.
IX. Internal Use
The Code is intended solely for the internal use by the Trust and does not
constitute an admission, by or on behalf of the Trust, as to any fact,
circumstance, or legal conclusion.
X. Sanctions
Compliance by Covered Officers with the provisions of the Code is required.
Covered Officers should be aware that in response to any violation, the Trust
will take whatever action is deemed necessary under the circumstances,
including, but not limited to, the imposition of appropriate sanctions. These
sanctions may include, among others, the reversal of trades, reallocation of
trades to client accounts, fines, disgorgement of profits, suspension or
termination.
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EXHIBIT A
PERSONS COVERED BY
IDEX MUTUAL FUNDS
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
("Covered Officers")
- -------------------------------------- ----------------------------------------
Name Title
- -------------------------------------- ----------------------------------------
Brian C. Scott Chief Executive Officer
- -------------------------------------- ----------------------------------------
Kim D. Day Principal Financial Officer
- -------------------------------------- ----------------------------------------
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EXHIBIT B
INITIAL AND ANNUAL CERTIFICATION OF
COMPLIANCE WITH
IDEX MUTUAL FUNDS
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
To: The Board of Trustees
/s/ BCS [Initial] I hereby certify that I have received IDEX Mutual Fund's Code
of Ethics for Principal Executive and Senior Financial Officers adopted pursuant
to the Sarbanes-Oxley Act of 2002 (the "Code") and that I have read and
understood the Code. I further certify that I am subject to the Code and will
comply with each of the Code's provisions to which I am subject.
/s/ BCS [Annual] I hereby certify that I have received IDEX Mutual Fund's Code
of Ethics for Principal Executive and Senior Financial Officers adopted pursuant
to the Sarbanes-Oxley Act of 2002 (the "Code") and that I have read and
understood the Code. I further certify that I have complied with and will
continue to comply with each of the provisions of the Code to which I am
subject.
/s/ Brian C. Scott
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(Signature)
Name: Brian C. Scott, Chief Executive Officer
Date: December 31, 2003
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INITIAL AND ANNUAL CERTIFICATION OF
COMPLIANCE WITH
IDEX MUTUAL FUNDS
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
To: The Board of Trustees
/s/ KDD [Initial]_I hereby certify that I have received IDEX Mutual Fund's Code
of Ethics for Principal Executive and Senior Financial Officers adopted pursuant
to the Sarbanes-Oxley Act of 2002 (the "Code") and that I have read and
understood the Code. I further certify that I am subject to the Code and will
comply with each of the Code's provisions to which I am subject.
/s/ KDD [Annual]__I hereby certify that I have received IDEX Mutual Fund's Code
of Ethics for Principal Executive and Senior Financial Officers adopted pursuant
to the Sarbanes-Oxley Act of 2002 (the "Code") and that I have read and
understood the Code. I further certify that I have complied with and will
continue to comply with each of the provisions of the Code to which I am
subject.
/s/ Kim D. Day
--------------
(Signature)
Name: Kim D. Day, Principal Financial Officer
Date: December 31, 2003