PRE 14A 1 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. -------------------------------------------------------------------------------- TRANSAMERICA IDEX MUTUAL FUNDS -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) -------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [x] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: N/A (2) Aggregate number of securities to which transaction applies: N/A (3) Per unit price or other underlying value of transaction computed pursuant to Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): N/A (4) Proposed maximum aggregate value of transaction: N/A (5) Total fee paid: $0 [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: N/A (2) Form, Schedule or Registration Statement No.: N/A (3) Filing Party: N/A (4) Date Filed: N/A 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 2 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. 3 - 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. 4 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. 5 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 6 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 ----------------------------------------------------------------------------------------- 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% -----------------------------------------------------------------------------------------
* 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 --------------------------------------------------------------- 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. ________________________________________________________________________________