PRE 14A
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g89676pre14a.txt
TRANSAMERICA IDEX MUTUAL FUNDS
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant[x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary proxy statement. [ ] Confidential, for use of the
[ ] Definitive proxy statement. Commissioner only (as permitted
[ ] Definitive additional materials. by Rule 14a-6(e)(2).
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
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TRANSAMERICA IDEX MUTUAL FUNDS
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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CLASS M SHAREHOLDERS OF
TRANSAMERICA IDEX MUTUAL FUNDS
570 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA 33716-1294
1-888-233-4339
NOTICE OF MEETING OF CLASS M SHAREHOLDERS
To be held on __, 2004
To the Class M Shareholders:
Notice is hereby given that Transamerica IDEX Mutual Funds ("TA IDEX") will hold
a special meeting of Class M shareholders of each series of TA IDEX as listed in
Exhibit A of the attached proxy statement (the "Funds") on __, 2004, at the
office of TA IDEX, 570 Carillon Parkway, St. Petersburg, Florida,33716-1294, at
10:00 a.m., Eastern Time, as adjourned from time to time (the "Meeting") for
the purposes listed below:
1. To approve a conversion of Class M shares into Class C shares of the
Funds, which will result in bearing the distribution and service
fees payable under the 12b-1 Plan of Distribution for the Class C
shares of the Funds.
2. To transact such other business as may properly come before the
Meeting.
After careful consideration, the Board of Trustees of TA IDEX (the "Board")
unanimously approved the conversion of Class M shares into Class C shares and
recommends that shareholders vote "FOR" Proposal 1.
The matters referred to above are discussed in detail in the proxy statement
attached to this notice. The Board has fixed the close of business on June 8,
2004 as the record date for determining Class M shareholders entitled to notice
of, and to vote at, the Meeting. EVEN IF YOU PLAN TO ATTEND THE MEETING IN
PERSON, PLEASE COMPLETE THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED, SO
THAT YOU WILL BE REPRESENTED AT THE MEETING.
By Order of the Board,
John K. Carter, Esq.
Secretary
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF VOTES YOU HOLD.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO COMPLETE,
SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE,
WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT THE
PROXY CARD BE RETURNED PROMPTLY.
FOR YOUR CONVENIENCE, YOU MAY ALSO VOTE BY TELEPHONE OR VIA THE INTERNET BY
FOLLOWING THE ENCLOSED INSTRUCTIONS. IF YOU VOTE BY TELEPHONE OR VIA THE
INTERNET, PLEASE DO NOT RETURN YOUR PROXY CARD UNLESS YOU ELECT TO CHANGE YOUR
VOTE.
CLASS M SHAREHOLDERS OF
TRANSAMERICA IDEX MUTUAL FUNDS
570 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA, 33716-1294
1-888-233-4339
PROXY STATEMENT
MEETING OF CLASS M SHAREHOLDERS
TO BE HELD ON _, 2004
This proxy statement and enclosed proxy are being furnished in connection with
the solicitation of proxies by the Board of Trustees (the "Board" or "Trustees")
of Transamerica IDEX Mutual Funds ("TA IDEX") for use at a Meeting of Class M
shareholders of each series of TA IDEX as listed in Exhibit A of this proxy
statement (the "Funds") on __, 2004, at the office of TA IDEX, 570 Carillon
Parkway, St. Petersburg, Florida, 33716-1294, at 10:00 a.m., Eastern Time, as
adjourned from time to time (the "Meeting"). The Board is soliciting proxies
from Class M shareholders of the Funds with respect to the proposals set forth
in the accompanying notice. It is anticipated that proxies and proxy statements
will first be mailed to shareholders on or about __, 2004.
PROPOSAL I
APPROVAL OF CONVERSION
OF CLASS M SHARES
OVERVIEW
At meetings of the Board held on March 22, 2004 and March 23, 2004, the Trustees
determined that the best interests of Class M shareholders would be served if,
effective on or about July 31, 2004, Class M shares of each Fund convert into
Class C shares of the Fund. As contemplated, upon the conversion of Class M
shares into Class C shares, each Class M shareholder will own Class C shares
having an aggregate value equal to the aggregate value of Class M shares held by
that shareholder as of the close of business on the day of the conversion (the
"Class M Conversion"). Because the Class M Conversion will result in Class M
shareholders paying higher distribution and service fees (as further discussed
below), the Class M Conversion is contingent upon its approval by a majority of
the outstanding Class M shares of each of the Funds, voting separately. If the
Class M Conversion is not approved by Class M shareholders of a Fund, the Class
M Conversion will not be consummated with respect to that Fund. If the Class M
Conversion is not consummated with respect to a Fund, for any reason, the
current class structure will remain in place with respect to that Fund, and the
Board will consider various options with respect to that Fund, which may include
liquidation of Class M shares for that Fund. Consequently, the Board recommends
that the Class M shareholders approve the Class M Conversion.
In considering whether to approve the Class M Conversion, you should note that:
- The Class M Conversion will allow Class M shareholders to convert
their shares, on a tax-free basis, from a class of shares that is
closed to new investors into a class of shares which has the
opportunity to grow and possibly realize economies of scale and cost
savings;
- The Class M Conversion will be done at relative net asset value so
that you will have an economically equivalent investment in the same
Fund;
- As opposed to Class M shares, Class C shares are not subject to a
front-end sales charge and are subject to a shorter contingent
deferred sales charge ("CDSC"); and
- For purposes of computing the CDSC applicable to Class C shares,
former Class M shareholders will be given credit for the time for
which they held Class M shares prior to the Class M Conversion.
COMPARISON OF CLASS M AND CLASS C SHARES
Class M shares are subject to an initial sales charge of 1.00% based on offering
price. By comparison, Class C shares are not subject to an initial sales
charges. Class M shares are subject to a CDSC of 1.00% if shares are redeemed
within 18 months from the date of purchase. Class C shares also are subject to a
CDSC of 1.00%, but only if shares are redeemed within 12 months from the date of
purchase. For the purpose of applying the Class C CDSC to Class C shares
obtained through the Class M Conversion, Class M shareholders will be given
credit for the time for which they held the converted Class M shares. Class M
shares are closed to new investors. As a consequence, the ability to realize any
class-specific economies of scales through investments by new investors does not
exist. By comparison, Class C shares are open to new investments and investors,
which may permit realization of class-specific economies of scale and lower
operating expenses. Class M shares purchased on or after November 1, 1999
automatically convert to Class A shares after 10 years (which have lower annual
operating expenses). Class C shares do not have such automatic conversion
feature. A table showing shareholder fees is printed in Exhibit B to this proxy
statement.
RULE 12b-1 PLANS
Each Fund has adopted a Rule 12b-1 service and distribution plan (each a "12b-1
Plan") in accordance with the provisions of Rule 12b-1 under the Investment
Company Act of 1940 ("1940 Act"). Under the 12b-1 Plan for Class M shares, which
was adopted March 1, 2000 and amended March 1, 2004, each Fund may pay TA IDEX's
distributor, AFSG Securities Corporation ("AFSG"), an annual distribution fee of
up to 0.75% and an annual service fee of up to 0.25% of the average daily net
assets of the Fund's Class M shares. However, the total fee payable under the
Class M 12b-1 Plan may not, on an annualized basis, exceed 0.90% of the average
daily net assets of the Fund's Class M shares. By comparison, under the 12b-1
Plan for Class C shares, which was adopted March 1, 2003 and amended March 1,
2004, each Fund also may pay AFSG an annual distribution fee of up to 0.75% and
an annual fee of up to 0.25% of the average daily net assets of the Fund's Class
C shares, but there is no similar 0.90% cap on 12b-1 fees. Accordingly, the
Class C 12b-1 Plan permits the annual payment of up to 1.00% of the average
daily net assets of each Fund's Class C shares. In order to show the
consequences to Class M shareholders of the Class M Conversion in terms of
expenses, the current annual fund operating expenses of the Class M shares of
each Fund and estimated pro forma annual fund operating expenses of the Class C
shares of each Fund, giving effect to the Class M Conversion are shown in
Exhibit B to this proxy statement.
Under the 12b-1 Plans, AFSG may use the fees payable under a 12b-1 Plan as it
deems appropriate to pay for activities or expenses primarily intended to result
in the sale of the class of shares covered by the plan or for personal services
to and/or maintenance of shareholder accounts. In case a Fund is closed to new
investors or investments, AFSG also may use the fees payable under a 12b-1 Plan
to make payments to brokers and other financial intermediaries for past sales
and distribution efforts. For each class, these activities and expenses may
include, but are not limited to: compensation to employees of AFSG; compensation
to and expenses of AFSG and other selected dealers who engage in or otherwise
support the distribution of shares or who service shareholder accounts; in the
case of a Fund or class that is closed to new investors or investments, payment
for services to and for maintenance of existing shareholder accounts and
compensation of broker-dealers or other intermediaries for past sales and
distribution efforts; the costs of printing and distributing prospectuses,
statements of additional information and reports for other than existing
shareholders; and the cost of preparing, printing and distributing sales
literature and advertising materials.
THE CLASS C 12b-1 PLAN
Except for the amount of fees payable by the Funds under the 12b-1 Plans, the
terms of the Class C and Class M 12b-1 Plans are substantially similar. Under
the Class C 12b-1 Plan, as required by Rule 12b-1 under the 1940 Act, the Board
will review, at least quarterly, a written report provided by AFSG of the
amounts expended by AFSG in distributing and servicing Class C shares of the
Funds and the purpose for which such expenditures were made.
The Class C 12b-1 Plan will remain in effect for successive one year periods, so
long as such continuance is approved annually by vote of the Funds' Trustees,
including a majority of the a majority of the Trustees who are not interested
persons (for regulatory purposes) of the Funds and who have no direct or
indirect financial interest in the operation of the Class C 12b-1 Plan or any
related agreement (the "Independent Trustees"), cast in person at a meeting
called for the purpose of voting on such continuance. The Class C 12b-1 Plan may
be amended by vote of the Trustees, including a majority of the Independent
Trustees, cast in person at a meeting called for that purpose. Any amendment of
that would materially increase the distribution costs to Class C shares of a
Fund requires approval by the Class C shareholders. A Class C 12b-1 Plan may
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be terminated as to Class C shares of a Fund at any time by vote of a majority
of the Independent Trustees, or by vote of a majority of the outstanding voting
Class C shares of that Fund.
The foregoing discussion is qualified in its entirety by reference to the Class
C 12b-1 Plan, a copy of which is included in Exhibit C to this proxy statement.
In addition, tables showing the amount of 12b-1 fees paid by Class C and Class M
shares, each in the aggregate and as a percentage of each Fund's average net
assets, during the fiscal year ended October 31, 2003 are included in Exhibit D,
along with other relevant 12b-1 payment information.
TAX EFFECT OF CLASS M CONVERSION
The Class M Conversion for each Fund will be based on aggregate net asset values
per share at the close of business of the day of the conversions. Thus, the
Class M Conversion will be a "non-taxable exchange" (i.e., tax-free) under the
Internal Revenue Code. No gain or loss will be recognized under the Internal
Revenue Code by the any Fund or by the shareholders of the Funds, including
Class M shareholders, as a result of the Class M Conversion. A Class M
shareholder's adjusted basis for Federal income tax purposes in the Class C
shares received in the Class M Conversion will be the same as that shareholder's
adjusted basis immediately before the conversion.
COST OF THE CLASS M CONVERSION
The Funds' investment adviser, AEGON/Transamerica Fund Advisers, Inc. ("ATFA")
and/or its affiliates, and not the Funds and their shareholders, will bear all
costs associated with the Class M Conversion, including the costs of soliciting
proxies.
EVALUATION BY THE BOARD
At in-person meetings of the Board held on March 22, 2004 and March 23, 2004, at
which a majority of the Trustees were in attendance, including a majority of the
Independent Trustees, the Board considered and approved the Class M Conversion,
subject to approval by Class M shareholders of the Funds. In considering the
approval of the Class M Conversion, the Trustees considered whether the
conversion is in the best interests of the Funds and Class M shareholders. The
Trustees, including the Independent Trustees, unanimously determined that the
Class M Conversion was in the best interests of Class M shareholders, and
authorized the submission of the Class M Conversion to Fund shareholders for
approval.
In determining whether it was appropriate to approve the Class M Conversion and
recommend approval by shareholders, the Board requested information that it
believed to be reasonably necessary to reach its conclusion. The Board carefully
evaluated this information, and was advised by counsel with respect to its
deliberations.
Since the effect of the proposal is to increase the Rule 12b-1 fees to which
Class M shareholders are subject, the Trustees evaluated the proposal under the
standard employed for review of a Rule 12b-1 plan, and concluded, in the
exercise of their reasonable business judgment and in light of their fiduciary
duties under state and federal law, that there is a reasonable likelihood that
the Class M Conversion will benefit TA IDEX, each Fund and current Class M
shareholders, and the Class M Conversion is consistent with the best interests
of the Funds and shareholders. The Trustees critically examined the prospects
for realizing potential benefits offered by the Class M Conversion, and they
carefully weighed potential benefits against the higher 12b-1 fees payable by
Class C shareholders and potential drawbacks resulting from the Class M
Conversion.
The Trustees approved the Class M Conversion and recommended shareholder
approval on the basis of the following considerations, among others:
- The Class M Conversion offers several potential benefits to Class M
shareholders: conversion, on a tax-free basis, into a class of
shares that is open to new investors and has opportunities to grow
and possibly realize economies of scale and cost savings; upon
consummation of the Class M Conversion, Class M shareholders will
have an economically equivalent investment in the same fund, they
will not be subject to a front-end sales charge; investors will be
subject to a shorter CDSC and they will be given credit for the time
they have held Class M shares.
- Streamlining the Funds' offerings may assist in marketing the Funds
and will result in significant cost savings and administrative
efficiencies that may ultimately benefit the Funds and their
shareholders.
- ATFA and/or its affiliates will bear all costs associated with the
Class M Conversion.
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- By being consolidated with a larger, growing class of shareholders,
Class M shareholders should benefit from a higher level and a better
quality of services under the Class C 12b-1 Plan.
- The Class C 12b-1 Plan may have a positive impact on overall Fund
expense ratios and performance (in particular, due to economies of
scale that could result from the Class M Conversion), it may lead to
higher Fund asset levels (which can be expected to increase the
ability of the Funds' investment adviser and sub-adviser to seek out
more investment opportunities for the Funds and to obtain greater
portfolio diversification) or may prevent redemptions (which may
have a positive effect on portfolio stability and Fund performance).
- The Class M Conversion ultimately will be subject to Class M
shareholder approval, and accordingly, Class M shareholders will
have an opportunity to consider the merits of the Board's
determination and decide whether the proposed Class M Conversion is
in their best interests.
In reaching its decision to approve the Class M Conversion and recommend
approval by shareholders, the Board did not identify any single factor as being
of paramount importance. Based upon its review, the Board determined that the
proposed Class M Conversion is in the best interests of the Fund and current
Class M shareholders. Accordingly, after consideration of the above factors, and
such other factors and information as they deemed relevant, the Board
unanimously approved the Class M Conversion and recommended its approval by
Class M shareholders.
THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" APPROVAL OF CONVERSION OF CLASS M SHARES INTO CLASS C
SHARES AS PROVIDED UNDER THIS PROPOSAL. UNMARKED PROXIES WILL BE SO VOTED.
OTHER BUSINESS
The Trustees do not know of any matters to be presented at the Meeting other
than those set forth in this proxy statement. If other business should properly
come before the Meeting, proxies will be voted in accordance with the judgment
of the persons named in the accompanying proxy.
ADDITIONAL INFORMATION
ATFA, the Fund's investment adviser, and AEGON/Transamerica Fund Services, Inc.,
its administrator, are located at 570 Carillon Parkway, St. Petersburg, Florida
33716. The principal underwriter/distributor, AFSG Securities Corporation, is
located at 4333 Edgewood Road NE, Cedar Rapids, Iowa 52499-0002.
SHAREHOLDER REPORTS
Shareholders can find important information about the Funds in the TA IDEX
annual report dated October 31, 2003, which has been mailed previously to
shareholders. If you have not received the annual report or would like to
receive additional copies, please contact TA IDEX by writing at P.O. Box 9015,
Clearwater, Florida 33758-9015, or by calling 1-888-233-4339. A copy of the
report will be provided free of charge.
VOTING INFORMATION
PROXY SOLICITATION. The principal solicitation of proxies will be by the mailing
of this Proxy Statement commencing on or about _, 2004, but proxies may also be
solicited by telephone and/or in person by representatives of TA IDEX, regular
employees of AEGON/Transamerica Investor Services, Inc. (the transfer agent of
TA IDEX) or its affiliate(s), or ALAMO Direct ("ALAMO"), a private proxy
services firm. If we have not received your vote as the date of the Meeting
approaches, you may receive a call from ALAMO to ask for your vote.Arrangements
will be made with brokerage houses and other custodians, nominees, and
fiduciaries to forward proxies and proxy materials to their principals.
The estimated costs of retaining ALAMO is approximately $_________. The costs of
the Meeting, including the preparation and mailing of the notice, Proxy
Statement and proxy, and the solicitation of proxies, including reimbursements
to broker-dealers and others who forwarded proxy materials to their clients,
will be borne by ATFA and/or its affiliates and not by the Funds.
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SHAREHOLDER VOTING. Shareholders of record of the Fund who own Class M shares of
beneficial interest at the close of business on June 8, 2004 (the "Record Date")
will be entitled to vote at the Meeting, including any adjournment(s) thereof,
with respect to the Class M Conversion. As of the Record Date, shares issued and
outstanding, representing the same number of votes of Class M shares of the
Funds are listed on Exhibit A. The Class M share ownership of the TA IDEX
Trustees and officers, as well as persons who owned beneficially 5% or more of
each Fund's outstanding Class M shares as of the Record Date are listed on
Exhibit E.
Class M shareholders are entitled to one vote for each share held and fractional
votes for fractional Class M shares, with no share having cumulative voting
rights. With respect to a Fund, a majority of the Class M shares of beneficial
interest outstanding on the Record Date, represented in person or by proxy, will
constitute a quorum for the Meeting, and therefore must be present for the
transaction of business at the Meeting. Only proxies that are voted, abstentions
and "broker non-votes" (as defined below) will be counted toward establishing a
quorum. In the event that a quorum is not present at the Meeting for a Fund, or
a quorum is present but sufficient votes to approve a proposal are not received,
the persons named as proxies may propose one or more adjournments of the Meeting
for that Fund to permit further solicitation of proxies. Any such adjournment
will require the affirmative vote of a majority of that Fund's Class M shares
represented at the Meeting in person or by proxy (excluding abstentions and
"broker non-votes," as defined below). The person named as proxies will vote
those proxies that they are entitled to vote FOR Proposal 1 in favor of an
adjournment of the Meeting, and will vote those proxies required to be voted
AGAINST Proposal 1 for that Fund against such adjournment. A shareholder vote
may be taken on any proposal prior to any such adjournment if sufficient votes
have been received and it is otherwise appropriate.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with your directions, if your proxy is received properly executed. If
we receive your proxy, and it is executed properly, but you give no voting
instructions with respect to any proposal, your Class M shares will be voted FOR
Proposal 1. The duly appointed proxies may, in their discretion, vote upon such
other matters as may properly come before the Meeting.
Abstentions and "broker non-votes" are counted as shares eligible to vote at the
Meeting in determining whether a quorum is present, but do not represent votes
cast with respect to the proposals. "Broker non-votes" are Class M shares held
by a broker or nominee as to which instructions have not been received from the
beneficial owners or persons entitled to vote, and the broker or nominee does
not have discretionary voting power.
In order that your Class M shares may be represented at the Meeting, you are
requested to vote your shares by mail, the Internet, or by telephone by
following the enclosed instructions. If you wish to participate in the Meeting,
please submit the proxy card originally sent with the Proxy Statement or attend
the Meeting in person. Any proxy given by a Class M shareholder, whether in
writing, by telephone or via the Internet is revocable. A Class M shareholder
may revoke the accompanying proxy at any time prior to its use by filing with TA
IDEX a written revocation or a duly executed proxy bearing a later date. In
addition, any Class M shareholder who attends the Meeting in person may vote by
ballot at the Meeting, thereby canceling any proxy previously given. However,
attendance in-person at the Meeting, by itself, will not revoke a previously
tendered proxy. IF YOU VOTE BY TELEPHONE OR THE INTERNET, PLEASE DO NOT RETURN
YOUR PROXY CARD, UNLESS YOU LATER ELECT TO CHANGE YOUR VOTE.
REQUIRED VOTE. Approval of Proposal 1, the Class M Conversion for each Fund,
requires the vote of a "majority of the outstanding voting securities" of that
Fund, which means the vote of 67% or more of the Class M shares of a Fund that
are present at the Meeting, if the holders of more than 50% of the outstanding
Class M shares are present or represented by proxy, or the vote of more than 50%
of that Fund's outstanding Class M shares, whichever is less. Accordingly,
assuming the presence of a quorum, abstentions and broker non-votes have the
effect of a negative vote on the Proposal.
SHAREHOLDER PROPOSALS. As a general matter, TA IDEX does not hold annual
meetings of shareholders. Shareholders wishing to submit proposals for inclusion
in a proxy statement for a subsequent meeting should send their written proposal
to the secretary of TA IDEX, 570 Carillon Parkway, St. Petersburg, Florida
33716.
Proposals must be received a reasonable time prior to the date of a meeting of
shareholders to be considered for inclusion in the proxy materials for a
meeting. Timely submission of a proposal does not, however, necessarily mean
that the proposal will be included. Persons named as proxies for any subsequent
shareholders' meeting will vote in their discretion with respect to proposals
submitted on an untimely basis.
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TO ENSURE THE PRESENCE OF A QUORUM AT THE MEETING, PROMPT EXECUTION AND RETURN
OF THE ENCLOSED PROXY IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE.
By Order of the Board of Trustees,
/s/ John K. Carter
-----------------------------------
John K. Carter, Esq., Secretary
Transamerica IDEX Mutual Funds
St. Petersburg, Florida
Exhibit A - List of the separate series of IDEX Transamerica Mutual Funds and
Record Date shares
Exhibit B - Fees and Expenses Tables
Exhibit C - Class C Shares Plan of Distribution pursuant to Rule 12b-1
Exhibit D - 12b-1 Fees
Exhibit E - Principal Owners
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EXHIBIT A
SEPARATE SERIES OF TRANSAMERICA IDEX MUTUAL FUNDS RECORD DATE SHARES
TA IDEX AMERICAN CENTURY INTERNATIONAL 376,316.670
TA IDEX AMERICAN CENTURY LARGE COMPANY VALUE 211,984.725
TA IDEX ASSET ALLOCATION - CONSERVATIVE PORTFOLIO 676,646.427
TA IDEX ASSET ALLOCATION - GROWTH PORTFOLIO 871,488.037
TA IDEX ASSET ALLOCATION - MODERATE GROWTH PORTFOLIO 1,950,748.180
TA IDEX ASSET ALLOCATION - MODERATE PORTFOLIO 1,646,438.566
TA IDEX CLARION REAL ESTATE SECURITIES 30,460.640
TA IDEX GREAT COMPANIES -- AMERICA(SM) 911,686.741
TA IDEX GREAT COMPANIES -- TECHNOLOGY(SM) 347,664.990
TA IDEX JANUS GROWTH 2,542,998.969
TA IDEX JENNISON GROWTH 796,465.353
TA IDEX MARSICO GROWTH 424,579.940
TA IDEX PIMCO REAL RETURN TIPS 55,953.898
TA IDEX PIMCO TOTAL RETURN 209,928.296
TA IDEX SALOMON ALL CAP 2,511,999.839
TA IDEX SALOMON INVESTORS VALUE 172,104.472
TA IDEX T. ROWE PRICE HEALTH SCIENCES 46,773.481
TA IDEX T. ROWE PRICE SMALL CAP 170,961.760
TA IDEX T. ROWE PRICE TAX-EFFICIENT GROWTH 145,077.773
TA IDEX TEMPLETON GREAT COMPANIES GLOBAL 1,860,281.536
TA IDEX TRANSAMERICA BALANCED 1,783,324.898
TA IDEX TRANSAMERICA CONSERVATIVE HIGH-YIELD BOND 483,963.551
TA IDEX TRANSAMERICA CONVERTIBLE SECURITIES 44,539.581
TA IDEX TRANSAMERICA EQUITY 1,309,254.842
TA IDEX TRANSAMERICA FLEXIBLE INCOME 1,026,955.685
TA IDEX TRANSAMERICA GROWTH OPPORTUNITIES 1,991,325.549
TA IDEX TRANSAMERICA MONEY MARKET 3,621,106.22
TA IDEX TRANSAMERICA SMALL/MID CAP VALUE 431,267.265
TA IDEX TRANSAMERICA VALUE BALANCED 549,958.671
A-1
EXHIBIT B
FEES AND EXPENSES
The following table compares relevant fees and expenses payable by Class C and
Class M shareholders under the current and proposed class structure of the Funds
after the Class M Conversion:
Shareholder Expenses Current Structure Proposed Structure
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CLASS C M* C
Maximum sales charge (load)
imposed on purchases None 1.00% None
Maximum deferred sales charge
(load) 1.00%(1) 1.00%(2) 1.00%(3)
Distribution and service (12b-1)
fees 1.00% 0.90% 1.00%
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* Effective November 11, 2002, Class M shares were closed to new investors.
(1) Purchases of Class C shares are subject to a 1% contingent deferred sales
charge if redeemed during the first 12 months of purchase.
(2) Purchases of Class M shares are subject to a 1 % contingent deferred sales
charge if redeemed within 18 months of purchase.
(3) Class M shareholders will be given credit for the time during which they
held Class M shares.
ANNUAL FUND OPERATING EXPENSES
Expenses are based on the operating expenses incurred for the fiscal year ended
October 31, 2003. Pro forma numbers are estimated in good faith and are
hypothetical.
TA IDEX AMERICAN CENTURY INTERNATIONAL
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
-------------------------------
C M PRO FORMA
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Management fees 1.00% 1.00% 1.00%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 1.05% 1.05% 1.05%
------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 3.05% 2.95% 3.05%
EXPENSE REDUCTION (b) (0.65)% (0.65)% (0.65)%
=============================
NET OPERATING EXPENSES 2.40% 2.30% 2.40%
------------------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $343 $881 $1,544 $3,319
M $430 $943 $1,581 $3,293
PRO FORMA $343 $881 $1,544 $3,319
------------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------- ------ ------- ------- --------
C $243 $881 $1,544 $3,319
M $331 $943 $1,581 $3,293
PRO FORMA $243 $881 $1,544 $3,319
------------------------------------------------------------
B-1
TA IDEX AMERICAN CENTURY LARGE COMPANY VALUE
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
--------------------------------
C M PRO FORMA
---------------------------------------------------------------
Management fees 0.90% 0.90% 0.90%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 1.31% 1.31% 1.31%
------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 3.21% 3.11% 3.21%
EXPENSE REDUCTION (b) (0.71)% (0.71)% (0.71)%
=============================
NET OPERATING EXPENSES 2.50% 2.40% 2.50%
------------------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $353 $923 $1,617 $3,464
M $440 $984 $1,653 $3,437
PRO FORMA $353 $923 $1,617 $3,464
------------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------------
C $253 $923 $1,617 $3,464
M $341 $984 $1,653 $3,437
PRO FORMA $253 $923 $1,617 $3,464
------------------------------------------------------------
TA IDEX ASSET ALLOCATION - CONSERVATIVE PORTFOLIO
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
--------------------------------
C M PRO FORMA
---------------------------------------------------------------
Management fees 0.10% 0.10% 0.10%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.31% 0.31% 0.31%
------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.41% 1.31% 1.41%
EXPENSE REDUCTION (b) 0.00% 0.00% 0.00%
============================
NET OPERATING EXPENSES 1.41% 1.31% 1.41%
------------------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $244 $446 $771 $1,691
M $331 $511 $811 $1,663
PRO FORMA $244 $446 $771 $1,691
------------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------------
C $144 $446 $771 $1,691
M $232 $511 $811 $1,663
PRO FORMA $144 $446 $771 $1,691
------------------------------------------------------------
TA IDEX ASSET ALLOCATION - GROWTH PORTFOLIO
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
--------------------------------
C M PRO FORMA
---------------------------------------------------------------
Management fees 0.10% 0.10% 0.10%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.50% 0.50% 0.50%
------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.60% 1.50% 1.60%
EXPENSE REDUCTION (b) (0.15)% (0.15)% (0.15)%
=============================
NET OPERATING EXPENSES 1.45% 1.35% 1.45%
------------------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $248 $490 $857 $888
M $335 $555 $896 $860
PRO FORMA $248 $490 $857 $888
------------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------
C $148 $490 $857 $888
M $236 $555 $896 $860
PRO FORMA $148 $490 $857 $888
------------------------------------------------------------
2
TA IDEX ASSET ALLOCATION - MODERATE GROWTH PORTFOLIO
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
-------------------------------
C M PRO FORMA
---------------------------------------------------------------
Management fees 0.10% 0.10% 0.10%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.34% 0.34% 0.34%
------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.44% 1.34% 1.44%
EXPENSE REDUCTION (b) 0.00% 0.00% 0.00%
============================
NET OPERATING EXPENSES 1.44% 1.34% 1.44%
------------------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $247 $456 $787 $724
M $334 $520 $827 $697
PRO FORMA $247 $456 $787 $724
------------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------------
C $147 $456 $787 $724
M $235 $520 $827 $697
PRO FORMA $147 $456 $787 $724
------------------------------------------------------------
TA IDEX ASSET ALLOCATION - MODERATE PORTFOLIO
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
-------------------------------
C M PRO FORMA
---------------------------------------------------------------
Management fees 0.10% 0.10% 0.10%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.27% 0.27% 0.27%
------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.37% 1.27% 1.37%
EXPENSE REDUCTION (b) 0.00% 0.00% 0.00%
============================
NET OPERATING EXPENSES 1.37% 1.27% 1.37%
------------------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $239 $434 $750 $646
M $327 $499 $790 $619
PRO FORMA $239 $434 $750 $646
------------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------------
C $139 $434 $750 $646
M $228 $499 $790 $619
PRO FORMA $139 $434 $750 $646
------------------------------------------------------------
TA IDEX CLARION REAL ESTATE SECURITIES
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
--------------------------------
C M PRO FORMA
---------------------------------------------------------------
Management fees 0.80% 0.80% 0.80%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.61% 0.61% 0.61%
------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 2.41% 2.31% 2.41%
EXPENSE REDUCTION (b) (0.01)% (0.01)% (0.01)%
=============================
NET OPERATING EXPENSES 2.40% 2.30% 2.40%
------------------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $343 $751 $1,285 $2,746
M $430 $813 $1,322 $2,719
PRO FORMA $343 $751 $1,285 $2,746
------------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------------
C $243 $751 $1,285 $2,746
M $331 $813 $1,322 $2,719
PRO FORMA $243 $751 $1,285 $2,746
------------------------------------------------------------
3
TA IDEX GREAT COMPANIES - AMERICA(SM)
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
--------------------------------
C M PRO FORMA
---------------------------------------------------------------
Management fees 0.80% 0.80% 0.80%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.51% 0.51% 0.51%
------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 2.31% 2.21% 2.31%
EXPENSE REDUCTION (b) (0.11)% (0.11)% (0.11)%
=============================
NET OPERATING EXPENSES 2.20% 2.10% 2.20%
------------------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $323 $711 $1,225 $2,637
M $410 $774 $1,263 $2,610
PRO FORMA $323 $711 $1,225 $2,637
------------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------------
C $223 $711 $1,225 $2,637
M $311 $774 $1,263 $2,610
PRO FORMA $223 $711 $1,225 $2,637
------------------------------------------------------------
TA IDEX GREAT COMPANIES - TECHNOLOGY(SM)
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
--------------------------------
C M PRO FORMA
---------------------------------------------------------------
Management fees 0.80% 0.80% 0.80%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.75% 0.75% 0.75%
------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 2.55% 2.45% 2.55%
EXPENSE REDUCTION (b) (0.35)% (0.35)% (0.35)%
=============================
NET OPERATING EXPENSES 2.20% 2.10% 2.20%
------------------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $323 $760 $1,324 $2,859
M $410 $823 $1,361 $2,832
PRO FORMA $323 $760 $1,324 $2,859
------------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------------
C $223 $760 $1,324 $2,859
M $311 $823 $1,361 $2,832
PRO FORMA $223 $760 $1,324 $2,859
------------------------------------------------------------
TA IDEX JANUS GROWTH
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
-------------------------------
C M PRO FORMA
---------------------------------------------------------------
Management fees 0.87% 0.87% 0.87%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.50% 0.50% 0.50%
------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 2.37% 2.27% 2.37%
EXPENSE REDUCTION (b) (0.02)% (0.02)% (0.02)%
=============================
NET OPERATING EXPENSES 2.35% 2.25% 2.35%
------------------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $338 $738 $1,264 $2,705
M $425 $800 $1,301 $2,678
PRO FORMA $338 $738 $1,264 $2,705
------------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------------------------------------------------------------
C $238 $738 $1,264 $2,705
M $326 $800 $1,301 $2,678
PRO FORMA $238 $738 $1,264 $2,705
------------------------------------------------------------
4
TA IDEX JENNISON GROWTH
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
--------------------------------
C M PRO FORMA
---------------------------------------------------------------
Management fees 0.80% 0.80% 0.80%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.75% 0.75% 0.75%
------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 2.55% 2.45% 2.55%
EXPENSE REDUCTION (b) (0.15)% (0.15)% (0.15)%
=============================
NET OPERATING EXPENSES 2.40% 2.30% 2.40%
------------------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $343 $779 $1,342 $2,874
M $430 $842 $1,379 $2,847
PRO FORMA $343 $779 $1,342 $2,874
------------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------------
C $243 $779 $1,342 $2,874
M $331 $842 $1,379 $2,847
PRO FORMA $243 $779 $1,342 $2,874
------------------------------------------------------------
TA IDEX MARSICO GROWTH
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
--------------------------------
C M PRO FORMA
---------------------------------------------------------------
Management fees 0.80% 0.80% 0.80%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.66% 0.65% 0.66%
------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 2.46% 2.35% 2.46%
EXPENSE REDUCTION (b) (0.06)% (0.05)% (0.06)%
=============================
NET OPERATING EXPENSES 2.40% 2.30% 2.40%
------------------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $343 $761 $1,305 $2,792
M $430 $821 $1,338 $2,755
PRO FORMA $343 $761 $1,305 $2,792
------------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------------
C $243 $761 $1,305 $2,792
M $331 $821 $1,338 $2,755
PRO FORMA $243 $761 $1,305 $2,792
------------------------------------------------------------
TA IDEX PIMCO REAL RETURN TIPS
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
--------------------------------
C M PRO FORMA
---------------------------------------------------------------
Management fees 0.70% 0.70% 0.70%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.98% 0.97% 0.98%
------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 2.68% 2.57% 2.68%
EXPENSE REDUCTION (b) (0.38)% (0.38)% (0.38)%
=============================
NET OPERATING EXPENSES 2.30% 2.19% 2.30%
------------------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $333 $796 $1,386 $2,985
M $419 $856 $1,418 $2,948
PRO FORMA $333 $796 $1,386 $2,985
------------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------------
C $233 $796 $1,386 $2,985
M $320 $856 $1,418 $2,948
PRO FORMA $233 $796 $1,386 $2,985
------------------------------------------------------------
5
TA IDEX PIMCO TOTAL RETURN
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
-------------------------------
C M PRO FORMA
---------------------------------------------------------------
Management fees 0.70% 0.70% 0.70%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.38% 0.38% 0.38%
------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 2.08% 1.98% 2.08%
EXPENSE REDUCTION (b) 0.00% 0.00% 0.00%
============================
NET OPERATING EXPENSES 2.08% 1.98% 2.08%
------------------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $311 $652 $1,119 $2,410
M $398 $715 $1,157 $2,383
PRO FORMA $311 $652 $1,119 $2,410
------------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------
C $211 $652 $1,119 $2,410
M $299 $715 $1,157 $2,383
PRO FORMA $211 $652 $1,119 $2,410
------------------------------------------------------------
TA IDEX SALOMON ALL CAP
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
--------------------------------
C M PRO FORMA
---------------------------------------------------------------
Management fees 0.80% 0.80% 0.80%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.49% 0.49% 0.49%
------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 2.29% 2.19% 2.29%
EXPENSE REDUCTION (b) (0.09)% (0.09)% (0.09)%
=============================
NET OPERATING EXPENSES 2.20% 2.10% 2.20%
------------------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $323 $707 $1,217 $2,619
M $410 $770 $1,255 $2,591
PRO FORMA $323 $707 $1,217 $2,619
------------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------------
C $223 $707 $1,217 $2,619
M $311 $770 $1,255 $2,591
PRO FORMA $223 $707 $1,217 $2,619
------------------------------------------------------------
TA IDEX SALOMON INVESTORS VALUE
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
-------------------------------
C M PRO FORMA
---------------------------------------------------------------
Management fees 0.80% 0.80% 0.80%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.27% 0.27% 0.27%
------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 2.07% 1.97% 2.07%
EXPENSE REDUCTION (b) 0.00% 0.00% 0.00%
============================
NET OPERATING EXPENSES 2.07% 1.97% 2.07%
------------------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $310 $649 $1,114 $2,400
M $397 $712 $1,152 $2,373
PRO FORMA $310 $649 $1,114 $2,400
------------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------------
C $210 $649 $1,114 $2,400
M $298 $712 $1,152 $2,373
PRO FORMA $210 $649 $1,114 $2,400
------------------------------------------------------------
6
TA IDEX T. ROWE PRICE HEALTH SCIENCES
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
-------------------------------
C M PRO FORMA
--------------------------------------------------------------
Management fees 1.00% 1.00% 1.00%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.84% 0.84% 0.84%
------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 2.84% 2.74% 2.84%
EXPENSE REDUCTION (b) (0.24)% (0.24)% (0.24)%
=============================
NET OPERATING EXPENSES 2.60% 2.50% 2.60%
------------------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $ 363 $ 857 $ 1,478 $ 3,149
M $ 450 $ 919 $ 1,514 $ 3,123
PRO FORMA $ 363 $ 857 $ 1,478 $ 3,149
-------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------
C $ 263 $ 857 $ 1,478 $ 3,149
M $ 351 $ 919 $ 1,514 $ 3,123
PRO FORMA $ 263 $ 857 $ 1,478 $ 3,149
-------------------------------------------------------
TA IDEX T. ROWE PRICE SMALL CAP
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
------------------------------
C M PRO FORMA
-------------------------------------------------------------
Management fees 0.80% 0.80% 0.80%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.78% 0.78% 0.78%
-----------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 2.58% 2.48% 2.58%
EXPENSE REDUCTION (b) (0.18)% (0.18)% (0.18)%
=============================
NET OPERATING EXPENSES 2.40% 2.30% 2.40%
-----------------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $ 343 $ 785 $ 1,354 $ 2,901
M $ 430 $ 848 $ 1,391 $ 2,875
PRO FORMA $ 343 $ 758 $ 1,354 $ 2,901
-------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------
C $ 243 $ 785 $ 1,354 $ 2,901
M $ 331 $ 848 $ 1,391 $ 2,875
PRO FORMA $ 243 $ 785 $ 1,354 $ 2,901
-------------------------------------------------------
TA IDEX T. ROWE PRICE TAX-EFFICIENT GROWTH
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
------------------------------
C M PRO FORMA
-------------------------------------------------------------
Management fees 0.75% 0.75% 0.75%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.75% 0.75% 0.75%
----------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 2.50% 2.40% 2.50%
EXPENSE REDUCTION (b) (0.15)% (0.15)% (0.15)%
============================
NET OPERATING EXPENSES 2.35% 2.25% 2.35%
-----------------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $ 338 $ 764 $ 1,317 $ 2,825
M $ 425 $ 827 $ 1,354 $ 2,798
PRO FORMA $ 338 $ 764 $ 1,317 $ 2,825
-------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------
C $ 238 $ 764 $ 1,317 $ 2,825
M $ 326 $ 827 $ 1,354 $ 2,798
PRO FORMA $ 238 $ 764 $ 1,317 $ 2,825
-------------------------------------------------------
7
TA IDEX TEMPLETON GREAT COMPANIES GLOBAL
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
-------------------------------
C M PRO FORMA
--------------------------------------------------------------
Management fees 0.80% 0.80% 0.80%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.71% 0.71% 0.71%
-----------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 2.51% 2.41% 2.51%
EXPENSE REDUCTION (b) (0.31)% (0.31)% (0.31)%
============================
NET OPERATING EXPENSES 2.20% 2.10% 2.20%
============================
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $ 323 $ 752 $ 1,308 $ 2,823
M $ 410 $ 815 $ 1,345 $ 2,796
PRO FORMA $ 323 $ 752 $ 1,308 $ 2,823
-------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------
C $ 223 $ 752 $ 1,308 $ 2,823
M $ 311 $ 815 $ 1,345 $ 2,796
PRO FORMA $ 223 $ 752 $ 1,308 $ 2,823
-------------------------------------------------------
TA IDEX TRANSAMERICA BALANCED
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
-------------------------------
C M PRO FORMA
--------------------------------------------------------------
Management fees 0.83% 0.83% 0.83%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.41% 0.41% 0.41%
-----------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 2.24% 2.14% 2.24%
EXPENSE REDUCTION (b) 0.00% 0.00% 0.00%
============================
NET OPERATING EXPENSES 2.24% 2.14% 2.24%
============================
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $ 327 $ 700 $ 1,200 $ 2,575
M $ 414 $ 763 $ 1,238 $ 2,548
PRO FORMA $ 327 $ 700 $ 1,200 $ 2,575
-------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------
C $ 227 $ 700 $ 1,200 $ 2,575
M $ 315 $ 763 $ 1,238 $ 2,548
PRO FORMA $ 227 $ 700 $ 1,200 $ 2,575
--------------------------------------------------------
8
TA IDEX TRANSAMERICA CONSERVATIVE HIGH-YIELD BOND
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
-------------------------------
C M PRO FORMA
--------------------------------------------------------------
Management fees 0.60% 0.60% 0.60%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.27% 0.27% 0.27%
-----------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.87% 1.77% 1.87%
EXPENSE REDUCTION (b) 0.00% 0.00% 0.00%
============================
NET OPERATING EXPENSES 1.87% 1.77% 1.87%
============================
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $ 290 $ 588 $ 1,011 $ 2,190
M $ 377 $ 652 $ 1,050 $ 2,163
PRO FORMA $ 290 $ 588 $ 1,011 $ 2,190
-------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------
C $ 190 $ 588 $ 1,011 $ 2,190
M $ 278 $ 652 $ 1,050 $ 2,163
PRO FORMA $ 190 $ 588 $ 1,011 $ 2,190
-------------------------------------------------------
TA IDEX TRANSAMERICA CONVERTIBLE SECURITIES
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
-------------------------------
C M PRO FORMA
--------------------------------------------------------------
Management fees 0.75% 0.75% 0.75%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.23% 0.23% 0.23%
-----------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.98% 1.88% 1.98%
EXPENSE REDUCTION (b) 0.00% 0.00% 0.00%
============================
NET OPERATING EXPENSES 1.98% 1.88% 1.98%
-----------------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $ 301 $ 621 $ 1,068 $ 2,306
M $ 388 $ 685 $ 1,106 $ 2,279
PRO FORMA $ 301 $ 621 $ 1,068 $ 2,306
-------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------
C $ 201 $ 621 $ 1,068 $ 2,306
M $ 289 $ 685 $ 1,106 $ 2,279
PRO FORMA $ 201 $ 621 $ 1,068 $ 2,306
-------------------------------------------------------
9
TA IDEX TRANSAMERICA EQUITY
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
---------------------------
C M PRO FORMA
----------------------------------------------------
Management fees 0.775% 0.775% 0.775%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.985% 0.985% 0.985%
--------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 2.76% 2.66% 2.76%
EXPENSE REDUCTION (b) (0.56)% (0.56)% (0.56)%
=========================
NET OPERATING EXPENSES 2.20% 2.10% 2.20%
--------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $323 $ 803 $ 1,410 $3,049
M $410 $ 866 $ 1,447 $3,022
PRO FORMA $323 $ 803 $ 1,410 $3,049
--------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------------
C $223 $ 803 $ 1,410 $3,049
M $311 $ 866 $ 1,447 $3,022
PRO FORMA $223 $ 803 $ 1,410 $3,049
--------------------------------------------------
TA IDEX TRANSAMERICA FLEXIBLE INCOME
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
---------------------------
C M PRO FORMA
----------------------------------------------------
Management fees 0.80% 0.80% 0.80%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.32% 0.32% 0.32%
--------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 2.12% 2.02% 2.12%
EXPENSE REDUCTION (b) (0.01)% (0.01)% (0.01)%
========================
NET OPERATING EXPENSES 2.11% 2.01% 2.11%
--------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $214 $ 663 $ 1,138 $2,451
M $401 $ 726 $ 1,176 $2,424
PRO FORMA $214 $ 663 $ 1,138 $2,451
--------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------------
C $214 $ 663 $ 1,138 $2,451
M $302 $ 726 $ 1,176 $2,424
PRO FORMA $214 $ 663 $ 1,138 $2,451
--------------------------------------------------
TA IDEX TRANSAMERICA GROWTH OPPORTUNITIES
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
---------------------------
C M PRO FORMA
----------------------------------------------------
Management fees 0.80% 0.80% 0.80%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 1.09% 1.07% 1.09%
-------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 2.89% 2.77% 2.89%
EXPENSE REDUCTION (b) (0.49)% (0.47)% (0.49)%
========================
NET OPERATING EXPENSES 2.40% 2.30% 2.40%
-------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $343 $ 849 $ 1,480 $3,179
M $430 $ 907 $ 1,472 $3,161
PRO FORMA $343 $ 849 $ 1,480 $3,179
-----------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------------
C $243 $ 849 $ 1,480 $3,179
M $331 $ 907 $ 1,509 $3,135
PRO FORMA $243 $ 849 $ 1,480 $3,179
-----------------------------------------------------
10
TA IDEX TRANSAMERICA MONEY MARKET
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
---------------------------
C M PRO FORMA
----------------------------------------------------
Management fees 0.40% 0.40% 0.40%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.47% 0.48% 0.47%
-------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.87% 1.78% 1.87%
12B-1 FEE WAIVER (c) (0.44)% (0.23)% (0.44)%
EXPENSE REDUCTION (b) (0.39)% (0.40)% (0.39)%
========================
NET OPERATING EXPENSES 1.04% 1.15% 1.04%
-------------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $206 $ 507 $ 934 $2,123
M $315 $ 594 $ 997 $2,122
PRO FORMA $206 $ 507 $ 934 $2,123
--------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------------
C $106 $ 507 $ 934 $2,123
M $216 $ 594 $ 997 $2,122
PRO FORMA $106 $ 507 $ 934 $2,123
--------------------------------------------------
TA IDEX TRANSAMERICA SMALL/MID CAP VALUE
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
-------------------------
C M PRO FORMA
--------------------------------------------------
Management fees 0.80% 0.80% 0.80%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 0.48% 0.48% 0.48%
-----------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 2.28% 2.18% 2.28%
EXPENSE REDUCTION (b) 0.00% 0.00% 0.00%
======================
NET OPERATING EXPENSES 2.28% 2.18% 2.28%
-----------------------------------------------
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $331 $ 712 $ 1,220 $2,615
M $418 $ 775 $ 1,258 $2,588
PRO FORMA $331 $ 712 $ 1,220 $2,615
--------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-----------------------------------------------------
C $231 $ 712 $ 1,220 $2,615
M $319 $ 775 $ 1,258 $2,588
PRO FORMA $231 $ 712 $ 1,220 $2,615
----------------------------------------------------
11
TA IDEX TRANSAMERICA VALUE BALANCED
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)
(a)as a percent of average daily net assets
CLASS OF SHARES
---------------------------
C M PRO FORMA
----------------------------------------------------
Management fees 0.75% 0.75% 0.75%
Distribution and
service (12b-1) fees 1.00% 0.90% 1.00%
Other expenses 1.11% 1.10% 1.11%
-------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 2.86% 2.75% 2.86%
EXPENSE REDUCTION (b) (0.66)% (0.65)% (0.66)%
========================
NET OPERATING EXPENSES 2.20% 2.10% 2.20%
========================
IF THE SHARES ARE REDEEMED AT THE END OF EACH PERIOD:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
C $323 $ 824 $ 1,450 $3,138
M $410 $ 884 $ 1,483 $3,103
PRO FORMA $323 $ 824 $ 1,450 $3,138
------------------------------------------------------
IF THE SHARES ARE NOT REDEEMED:
SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------
C $223 $ 824 $ 1,450 $3,138
M $311 $ 884 $ 1,483 $3,103
PRO FORMA $223 $ 824 $ 1,450 $3,138
------------------------------------------------------
(a) Annual fund operating expenses are based on the fund's expenses for the
fiscal year ended 10/31/03.
(b) Contractual arrangement with the fund's investment adviser,
AEGON/Transamerica Fund Advisers, Inc. to reimburse the fund over a
certain expense limit specific to each fund (less 12b-1 fees).
(c) In order to maintain a positive yield to shareholders, the fund has waived
a portion of its 12b-1 fees.
12
'
EXHIBIT C
CLASS C SHARES
PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT TO THE PLAN OF DISTRIBUTION OF TRANSAMERICA IDEX MUTUAL FUNDS CLASS A,
B & L SHARES
THIS AMENDMENT is made as of March 1, 2004 to the Plan of Distribution of
Class A, B & L Shares (the "Agreement") of IDEX Mutual Funds (the "TRUST") for
the following.
1. TRUST NAME CHANGE. Any reference to IDEX Mutual Funds will now be revised
to mean Transamerica IDEX Mutual Funds, in response to the name change of
the Trust, effective March 1, 2004.
2. CLASS NAME AND STRUCTURE CHANGE. Any references to Class L Shares are
revised to mean Class C shares, in response to the name change of the
Shares, effective March 1, 2004. Also effective March 1, 2004, Class C
shares will have no up-front sales charge; 12b-1 distribution and service
fees of 1.00%; a 1.00% deferred sales charge if shares are redeemed within
the first 12 months of purchase; a dealer reallowance of 1.00%; and trail
commissions of 1.00% beginning in the 13th month. (Note: If Class L shares
were purchased prior to March 1, 2004, those shares would be subject to
the then current fee structure, which includes a 2.00% deferred sales
charge if redeemed within the first 12 months of purchase, and 1.00% if
shares are redeemed within the second 12 months of purchase.)
In all other respects, the Plan of Distribution of Class A, B & C Shares
dated as of March 1, 2003 is confirmed and remains in full force and effect.
IN WITNESS THEREOF, the parties hereto have caused this amendment to be
executed as of March 1, 2004.
ATTEST: TRANSAMERICA IDEX MUTUAL FUNDS
By: _____________________________________ By: ________________________
Name: Name:
Title: Title:
C-1
CLASS L SHARES
IDEX MUTUAL FUNDS
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX Mutual Funds (the "Trust") is registered under the Investment
Company Act of 1940, as amended ("1940 Act"), as an open-end management
investment company, and offers for public sale shares of beneficial interest;
WHEREAS, IDEX desires to adopt a Plan of Distribution ("Plan") pursuant to Rule
12b-1 under the 1940 Act applicable to the Class L shares of each fund (each a
"Fund," collectively, the "Funds") listed on Schedule A hereto, each a series of
shares of the Trust;
WHEREAS, IDEX has entered into an Underwriting Agreement ("Underwriting
Agreement") with AFSG Securities Corporation ("AFSG"), pursuant to which AFSG
serves as Distributor of the various series and classes of shares of IDEX during
the continuous offering of its shares;
NOW THEREFORE, IDEX hereby adopts this Plan with respect to the Class L shares
of the Fund in accordance with Rule 12b-1 under the 1940 Act.
1. (A) The Fund is authorized to pay to AFSG, as compensation for AFSG's
services as Distributor of the Fund's Class L shares, a distribution fee
at the rate of up to 0.75% on an annualized basis of the average daily net
assets of the Fund's Class L shares. Such fee shall be calculated and
accrued daily and paid quarterly or at such other intervals as IDEX and
AFSG shall agree.
(B) The Fund is authorized to pay AFSG, as compensation for AFSG's
services as Distributor of the Fund's Class L shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets
of the Fund's Class L shares. Such fee shall be calculated and accrued
daily and paid quarterly or at such other intervals as IDEX and AFSG shall
agree.
(C) The total fees payable under this Plan by the Fund with respect to its
Class L shares shall not exceed the maximum rate of 1.00% on an annual
basis of the average daily net assets of the Funds' Class L shares. To the
extent the sum of any service fee paid under Paragraph 1(B) plus the
distribution fee paid under paragraph 1(A) would otherwise exceed such
maximum rate of 1.00%, the distribution fee paid under paragraph 1(A)
shall be reduced pro tanto so that such maximum rate is not exceeded.
(D) The Fund may pay a distribution or service fee to AFSG at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of
this Plan, in either case as agreed upon by IDEX and AFSG and as approved
in the manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class L shares of the Fund, AFSG may spend such amounts
as it deems appropriate on any activities or expenses primarily intended to
result in the sale of the Class L shares of the Fund or the servicing and/or
maintenance of Class L shareholder accounts, including, but not limited to:
compensation to employees of AFSG; compensation to and expenses, including
overhead and telephone expenses, of AFSG and other selected dealers who engage
in or support the distribution of shares or who service shareholder accounts;
the costs of printing and distributing prospectuses, statements of additional
information and reports for other than existing shareholders; and the costs of
preparing, printing and distributing sales literature and advertising materials.
3. This Plan shall not take effect unless it first has been approved by a vote
of a majority of the outstanding voting securities of the Class L shares of the
Fund.
4. This Plan shall not take effect with respect to the Class L shares of the
Fund unless it first has been approved, together with any related agreements, by
votes of a majority of both (a) the Board and (b) those Trustees of IDEX who are
not "interested persons" of IDEX and have no direct or indirect financial
interest in the operation of this Plan or any agreements related thereto
("Independent Trustees"), cast in person at a meeting or (meetings) called for
the purpose of voting on such approval; and until the Trustees who approve the
Plan's taking effect have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class L shares of the
Fund for so long as such continuance is specifically approved at least annually
in the manner provided for approval of this Plan in paragraph 4.
6. AFSG shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by AFSG under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. AFSG shall submit
C-2
only information regarding amounts expended for "distribution activities," as
defined in this paragraph 6, to the Board in support of the distribution fee
payable hereunder and shall submit only information regarding amounts expended
for "service activities," as defined in this paragraph 6, to the Board in
support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any activities
in connection with AFSG's performance of its obligations under this Plan or the
Underwriting Agreement that are not deemed "service activities." "service
activities" shall mean activities in connection with the provision by AFSG or
other entity of personal service and/or the maintenance of shareholder accounts
with respect to the Class L shares of the Fund, within the meaning of the
definition of "service fee" for purposes of Section 2830(b) (formerly Section
26(d)) of the Rules of Fair Practice of the National Association of Securities
Dealers, Inc. Overhead and other expenses of AFSG related to its "distribution
activities" or "service activities," including telephone and other
communications expenses, may be included in the information regarding amounts
expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of a
majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class L shares of the Fund.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class L shares of the
Fund, and no material amendment to the Plan shall be made unless approved in the
manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Fund to AFSG under paragraph 1 hereof
and the Underwriting Agreement is not related directly to expenses incurred by
AFSG on behalf of the Fund in serving as Distributor of the Class L shares, and
paragraph 2 hereof and the Underwriting Agreement do not obligate the Trust to
reimburse AFSG for such expenses. The fees set forth in paragraph 1 hereof will
be paid by the Fund to AFSG unless and until either the Plan or the Underwriting
Agreement is terminated or not renewed with respect to the Class L shares. If
either the Plan or the Underwriting Agreement is terminated or not renewed with
respect to the Class L shares, any distribution expenses incurred by AFSG on
behalf of the Class L shares of the Fund in excess of the payments of the fees
specified in paragraph 1 hereof and the Underwriting Agreement which AFSG has
received or accrued through the termination date are the sole responsibility and
liability of AFSG, and are not obligations of the Trust.
10. While this Plan is in effect, the selection and nomination of Trustees who
are not interested persons of IDEX shall be committed to the discretion of the
Trustees who are not interested persons of IDEX.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. IDEX shall preserve copies of this Plan (including any amendments thereto)
and any related agreements and all reports made pursuant to paragraph 6 hereof
for a period of not less than six years from the date of this Plan, the first
two years in an easily accessible place.
IN WITNESS WHEREOF, IDEX has executed this Plan of Distribution on the day and
year set forth below in St. Petersburg, Florida.
Dated as of March 1, 2003
ATTEST: IDEX MUTUAL FUNDS
By:
___________
C-3
Schedule A
PARTICIPATING FUNDS AS OF MARCH 1, 2004
TA IDEX Alger Aggressive Growth
TA IDEX American Century Large Company Value
TA IDEX American Century International
TA IDEX Asset Allocation - Conservative Portfolio
TA IDEX Asset Allocation - Growth Portfolio
TA IDEX Asset Allocation - Moderate Growth Portfolio
TA IDEX Asset Allocation - Moderate Portfolio
TA IDEX Clarion Real Estate Securities
TA IDEX Federated Tax Exempt
TA IDEX Great Companies -- America(SM)
TA IDEX Templeton Great Companies Global
TA IDEX Great Companies -- Technology(SM)
TA IDEX Transamerica Small/Mid Cap Value
TA IDEX Transamerica Flexible Income
TA IDEX Janus Global
TA IDEX Janus Growth
TA IDEX Janus Growth & Income
TA IDEX Jennison Growth
TA IDEX LKCM Strategic Total Return
TA IDEX Marsico Growth
TA IDEX PBHG Mid Cap Growth
TA IDEX PIMCO Real Return TIPS
TA IDEX PIMCO Total Return
TA IDEX Protected Principal Stock
TA IDEX Salomon All Cap
TA IDEX Salomon Investors Value
TA IDEX T. Rowe Price Health Sciences
TA IDEX T. Rowe Price Small Cap
TA IDEX T. Rowe Price Tax-Efficient Growth
TA IDEX Transamerica Conservative High-Yield Bond
TA IDEX Transamerica Convertible Securities
TA IDEX Transamerica Equity
TA IDEX Transamerica Growth Opportunities
TA IDEX Transamerica Money Market
TA IDEX Transamerica Value Balanced
C-4
EXHIBIT D
12b-1 FEES
TRANSAMERICA IDEX MUTUAL FUNDS
12b-1 Fees (Class M & C)
Year ended October 31, 2003
Total 12b-1 fees
for fiscal
year ended
October 31, 2003
----------------
Class M Class C
------- -------
% of % of
Total Fund Total Fund
Amount Net Assets Amount Net Assets
------ ---------- ------ ----------
TA IDEX American Century International $ 21,186 0.027% $ 2,585 0.003%
TA IDEX American Century Large Company Value 19,360 0.066% 3,447 0.012%
TA IDEX Asset Allocation - Conservative Portfolio 36,122 0.026% 206,657 0.151%
TA IDEX Asset Allocation - Growth Portfolio 30,201 0.029% 203,443 0.193%
TA IDEX Asset Allocation - Moderate Growth Portfolio 84,592 0.032% 495,568 0.187%
TA IDEX Asset Allocation - Moderate Portfolio 74,968 0.027% 493,865 0.176%
TA IDEX Clarion Real Estate Securities 1,231 0.003% 6,062 0.015%
TA IDEX Great Companies - America(SM) 77,602 0.056% 19,887 0.014%
TA IDEX Great Companies - Technology(SM) 11,968 0.030% 1,357 0.003%
TA IDEX Janus Growth 524,863 0.043% 2,497 0.000%
TA IDEX Jennison Growth 69,134 0.099% 3,190 0.005%
TA IDEX Marsico Growth 29,068 0.060% 4,191 0.009%
TA IDEX PIMCO Real Return TIPS 2,005 0.008% 15,634 0.062%
TA IDEX PIMCO Total Return 38,640 0.036% 39,052 0.037%
TA IDEX Salomon All Cap 319,810 0.100% 9,449 0.003%
TA IDEX Salomon Investors Value 19,392 0.014% 2,759 0.002%
TA IDEX T. Rowe Price Health Sciences 2,210 0.009% 696 0.003%
TA IDEX T. Rowe Price Small Cap 14,548 0.032% 1,578 0.003%
TA IDEX T. Rowe Price Tax-Efficient Growth 16,164 0.041% 1,180 0.003%
TA IDEX Templeton Great Companies Global 568,422 0.125% 3,458 0.001%
TA IDEX Transamerica Balanced 401,117 0.104% 24,796 0.006%
TA IDEX Transamerica Conservative High-Yield Bond 53,352 0.030% 35,674 0.020%
TA IDEX Transamerica Convertible Securities 3,855 0.005% 16,594 0.021%
TA IDEX Transamerica Equity 5,934 0.011% 2,809 0.005%
TA IDEX Transamerica Flexible Income 136,884 0.069% 44,474 0.022%
TA IDEX Transamerica Growth Opportunities 59,444 0.050% 3,345 0.003%
TA IDEX Transamerica Money Market 51,643 0.023% 13,452 0.006%
TA IDEX Transamerica Small/Mid Cap Value 37,604 0.034% 5,692 0.005%
TA IDEX Transamerica Value Balanced 28,051 0.094% 1,672 0.006%
Total 12b-1 payments (all Classes) to affiliates for fiscal year ended October
31, 2003
% of all
Total 12b-1 Fees Paid
----- ----------------
InterSecurities Inc $2,090,645 19%
World Group Securities 661,764 6%
D-1
EXHIBIT E
As of the Record Date, the following persons owned of record or beneficially 5%
or more of the outstanding Class M shares of the indicated Funds:
NAME OF FUND NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES % OF FUND
---------------------------------------- ---------------------------------------------- ----------------------- ---------------
TA IDEX American Century International Elizabeth M. Swailes 22,716 6.04%
443 Emerald Woods Drive
Oxford, OH 45056
TA IDEX T. Rowe Price Small Cap Antony Murigu 10,227 5.98%
6161 El Cajon Blvd., #B427
San Diego, CA 92115
TA IDEX Clarion Real Estate Securities June C. Wohlfeil 1,824 5.99%
Box 5015
Great Falls, MY 59403
TA IDEX Clarion Real Estate Securities D.A. Davidson & Associates 7,754 25.45%
Box 5015
Great Falls, MY 59403
TA IDEX Clarion Real Estate Securities AEGON/Transamerica Fund Advisers, Inc. 11,291 37.07%
570 Carillon Pkwy.
St. Petersburg, FL 33716
TA IDEX Great Companies - Pershing LLC 20,534 5.91%
Technology(SM) P.O. Box 2052
Jersey City, NJ 07303
TA IDEX T. Rowe Price Health Sciences AEGON/Transamerica Fund Advisers, Inc. 12,889 27.56%
570 Carillon Pkwy.
St. Petersburg, FL 33716
TA IDEX T. Rowe Price Health Sciences Wilfred & Mary Krech 6,595 14.10%
9574 Inver Grove Trail
Inver Grove Heights, MN 55076
TA IDEX T. Rowe Price Health Sciences Stephens, Inc. 4,131 8.83%
111 Center Street
Little Rock, AR 72201
TA IDEX T. Rowe Price Health Sciences State Street Bank & Trust 2,515 5.38%
IRA A/C Gopal Badlani
433 Cold Spring Rd.
Syosset, NY 11791
TA IDEX T. Rowe Price Health Sciences State Street Bank & Trust 2,515 5.38%
IRA A/C Gary Lindsey
802 NW White St.
Leon, IA 50144
TA IDEX Transamerica Convertible AEGON/Transamerica Fund Advisers, Inc. 13,973 31.37%
Securities 570 Carillon Pkwy.
St. Petersburg, FL 33716
TA IDEX Transamerica Convertible First Clearing, LLC 4,209 9.45%
Securities 2105 N. Dr. Martin Luther King Blvd
Haines City, FL 33845
TA IDEX Transamerica Convertible Pershing LLC 9,199 20.65%
Securities P.O. Box 2052
Jersey City, NJ 07303
TA IDEX Transamerica Convertible Helen M. Kontnier 3,131 7.03%
Securities 301 Regent Drive
Middletown, OH 45044
TA IDEX PIMCO Total Return AEGON/Transamerica Fund Advisers, Inc. 27,115 12.92%
570 Carillon Pkwy.
St. Petersburg, FL 33716
TA IDEX PIMCO Total Return AEGON/Transamerica Fund Advisers, Inc. 27,115 12.92%
570 Carillon Pkwy.
St. Petersburg, FL 33716
TA IDEX Asset Allocation - Frederick Riley 49,984 7.39%
Conservative Portfolio 6058 Archer NE
Rockford, MI 49341
TA IDEX PIMCO Real Return TIPS AEGON/Transamerica Fund Advisers, Inc. 20,986 37.51%
570 Carillon Pkwy.
St. Petersburg, FL 33716
TA IDEX PIMCO Real Return TIPS Richard Ulmer 15,446 27.60%
18550 Martique Ct.
Villa Park, CA 92861
TA IDEX PIMCO Real Return TIPS LPL Financial Services 4,759 8.51%
9785 Towne Centre Drive
San Diego, CA 92121
TA IDEX Transamerica Money Market LTQ Investments 228,385 6.31%
1790 N. Lakewood Ave.
Port Clinton, OH 43452
E-1
[PRELIMINARY PROXY - FOR SEC USE ONLY]
TRANSAMERICA IDEX MUTUAL FUNDS
570 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA, 33716-1294
1-888-233-4339
[NAME OF FUND]
PROXY FOR A MEETING OF CLASS M SHAREHOLDERS ON __, 2004 THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF TRANSAMERICA IDEX MUTUAL FUNDS
The undersigned hereby appoint(s) John K. Carter and Brian C. Scott, or either
one of them, proxies, with full power of substitution, to vote and act with
respect to all shares of __________________ ("Fund") which the undersigned is
entitled to vote at the Meeting of Class M shareholders of the Fund to be held
at the office of Transamerica IDEX Mutual Funds ("TA IDEX") at 570 Carillon
Parkway, St. Petersburg, Florida 33716 on _, 2004 at 10:00 a.m. Eastern time
and at any adjournment thereof.
This proxy will be voted as instructed. If no specification is made, the proxy
will be voted "FOR" the proposal.
Please vote, date and sign this proxy and return it promptly in the enclosed
envelope.
Please indicate your vote by an "x" in the appropriate box below.
PROXY VOTING INSTRUCTIONS
TA IDEX encourages all shareholders to vote their proxies. We now provide the
following convenient methods of voting:
1. PROXY CARD: Complete, sign, date and return the proxy card attached below
in the enclosed postage-paid envelope; or instead vote by
2. TELEPHONE;
3. INTERNET; or
4. FACSIMILE
by following the enclosed instructions. If you choose to vote by telephone, via
the Internet or by facsimile, DO NOT return your proxy card unless you later
decide to change your vote.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL.
1. To approve a conversion of Class M shares into Class C shares of the
Funds, which will result in bearing the distribution and service fees
payable under the 12b-1 Plan of Distribution for the Class C shares of the
Fund.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
_______________________________ ________________________
Signature Date
_______________________________ ________________________
Signature (if held jointly) Date
This proxy must be signed exactly as your name(s) appears hereon. If as an
attorney, executor, guardian or in some representative capacity or as an officer
of a corporation, please add titles as such. Joint owners must each sign.
________________________________________________________________________________