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 þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Under 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):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Fee paid previously with preliminary materials. |
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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. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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TA IDEX PROTECTED PRINCIPAL STOCK
A Series of
TRANSAMERICA IDEX MUTUAL FUNDS
570 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA 33716-1294
1-888-233-4339
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on November 27, 2007
To the Shareholders:
Notice is hereby given that Transamerica IDEX Mutual Funds (TA IDEX) will hold a special meeting
of shareholders of TA IDEX Protected Principal Stock, a series of TA IDEX, (the Fund) on November
27, 2007, at TA IDEXs offices, 570 Carillon Parkway, St. Petersburg, Florida 33716-1294, at 11:00
a.m., local time, as adjourned from time to time (the Special Meeting) for the purposes listed
below:
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To approve a proposed Plan of Liquidation and Dissolution with respect to the Fund; and |
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To consider and act upon such other business as may properly come before the Special Meeting. |
After careful consideration, the Board of Trustees of TA IDEX (the Board) unanimously approved
the Plan of Liquidation and Dissolution and recommends that shareholders vote FOR this Proposal.
Shareholders of record at the close of business on October 4, 2007, are entitled to notice of, and
to vote at, the Special Meeting. Your attention is called to the accompanying Proxy Statement.
Shareholders who do not expect to attend the Special Meeting in person are requested to complete,
date, and sign the enclosed proxy card and return it promptly in the envelope provided for that
purpose. Your proxy card also provides instructions for voting via telephone or the Internet, if
you wish to take advantage of these voting options. Proxies may be revoked at any time by
executing and submitting a revised proxy, by giving written notice of revocation to TA IDEX, or by
voting in person at the Special Meeting.
By Order of the Board,
Dennis P. Gallagher, Esq.
Vice President, General Counsel and Secretary
October [ ], 2007
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF VOTES THAT YOU HOLD. SHAREHOLDERS WHO
DO NOT EXPECT TO ATTEND THE SPECIAL 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 YOUR PROXY CARD BE RETURNED PROMPTLY.
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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.
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TA IDEX PROTECTED PRINCIPAL STOCK
A Series of
TRANSAMERICA IDEX MUTUAL FUNDS
570 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA 33716-1294
1-888-233-4339
PROXY STATEMENT
Special Meeting of Shareholders
To Be Held on November 27, 2007
This Proxy Statement and enclosed proxy notice and card 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 special meeting of shareholders of TA IDEX Protected
Principa1 Stock, a series of TA IDEX (the Fund), on November 27, 2007, at TA IDEXs offices, 570
Carillon Parkway, St. Petersburg, Florida, 33716-1294, at 11:00 a.m., local time, as adjourned from
time to time (the Special Meeting). The Board is soliciting proxies from shareholders of the
Fund with respect to the matters set forth in the accompanying Notice. You are entitled to vote at
the Special Meeting and any adjournment(s) or postponement(s) if you owned shares of the Fund at
the close of business on October 4, 2007 (Record Date). It is anticipated that Proxies, Notices
and Proxy Statements will first be mailed to shareholders on or about October [___], 2007.
PROPOSAL I
APPROVAL OF A PLAN OF LIQUIDATION
At a meeting held on October 2, 2007, the Board, upon the recommendation of the Funds investment
adviser, Transamerica Fund Advisors, Inc. (TFAI), determined that it would be in the best
interests of the Fund and the Funds shareholders to liquidate and dissolve the Fund. The Board
and TFAI reached this decision primarily for two reasons: (1) Gateway Investment Advisers, L.P.
(Gateway), the Funds sub-adviser, notified the Board and TFAI that it intends to resign as
sub-adviser of the Fund effective December 3, 2007, and no replacement to Gateway has been found;
and (2) the Fund is not economically viable at its current asset level, and the asset level is
expected to decline further.
After consideration of the Funds prospects and possible alternatives to dissolution, upon
recommendation of TFAI and the management of TA IDEX, the Board, including all of the Trustees who
are not interested persons (for regulatory purposes) of TA IDEX or TFAI (the Independent
Trustees), reviewed and approved the proposed liquidation and dissolution of the Fund pursuant to
a Plan of Liquidation and Dissolution (the Plan). The Plan provides for the liquidation of the
Funds assets and the distribution to its shareholders of all of the proceeds of the liquidation.
If Proposal I is approved by the shareholders of the Fund, the net proceeds (after deduction for
amounts estimated to be necessary to satisfy the debts and liabilities of the Fund) will be paid to
shareholders pro rata, in cash or cash equivalents or in-kind, on or about November 29, 2007.
Shareholder approval of the Funds liquidation and dissolution is requested. For the reasons set
forth below, the Board recommends that the shareholders of the Fund vote in favor of Proposal I.
If the Funds shareholders do not approve the Plan, the Fund will continue to exist in accordance
with its stated objective and policies. In such a case, the Board would consider what, if any,
steps to take
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concerning the future of the Fund (which could include liquidation of the Fund without obtaining
shareholder approval, as permitted by the Funds organizational documents).
Shareholders are free to redeem their shares prior to the date on which the Fund is proposed to be
liquidated, and they may exchange their Fund shares for shares offered by another TA IDEX series
without incurring any fees.
Reasons for Liquidation and Dissolution
The liquidation and dissolution of the Fund is recommended for the following reasons, among others:
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The Fund offers a guarantee feature, pursuant to which TFAI, the Funds investment
adviser, guarantees that shareholders will receive the higher of the amount of the
principal they initially invested in the Fund five years after the investment date (the
guarantee period) or the value of their investment based on the performance of the Fund
over the guarantee period. At the end of a guarantee period, the Fund redeems the entirety
of the investments covered under the guarantee period to the applicable shareholders. The
Fund offered three successive guarantee periods on July 1, 2002, 2003 and 2004. The Funds
first guarantee period matured on July 2, 2007. As a result of the redemption of
investments covered in the first guarantee period, which included most of the Funds
assets, the Funds assets were significantly reduced. As of September 13, 2007, the Fund
had approximately $11 million in assets. It is anticipated that asset levels will continue
to significantly decrease each time a guarantee period matures. In addition, as a result
of the Funds guarantee feature, the Fund is closed to new investment, which
significantly limits its ability to increase or maintain its size. |
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Gateway, the Funds investment sub-adviser, invests the assets of the Fund primarily in
the 500 stocks included in the Standard & Poors 500 Composite Stock Price Index and in
virtually the same proportion as the index. Gateway then writes call options on the index.
Gateway informed the Board and TFAI that it is increasingly challenging to manage the Fund
according to its investment objective and strategies due to the current low level of assets
in the Fund. For example, it is increasingly difficult to acquire all the stocks included
in the Funds index. As a result, Gateway notified TFAI that it no longer intends to serve
as investment sub-adviser to the Fund, effective December 3, 2007. |
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The Fund is too small to generate investment sub-adviser interest. As a result, TFAI
has been unable to find a viable replacement to Gateway. |
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As a result of the Funds small asset size and inability to significantly increase its
asset levels, the Fund has high expense ratios. As a result, TFAI has advised the Board
that it believes the Fund currently suffers diseconomies of scale, and investors in the
Fund are unlikely to benefit from economies of scale and realize lower expense ratios.
Further, Fund management has determined that the Fund does not significantly add to
managements long-term strategy of building a diversified, competitive fund family. |
The officers of TA IDEX considered alternatives to the Funds liquidation. Among other things,
they sought to determine whether hiring a new sub-adviser with investment experience and expertise
similar to Gateway could be a viable option or if a merger or transfer of assets with another
investment company would be possible, and if so, whether it would produce desirable results for
shareholders. Management reviewed current market conditions; the similarities and differences
between the Fund and other funds managed by TFAI and other investment sub-advisers; the unique
guarantee feature of the Fund; the relatively small size of the Fund; the time, effort and
expense required to effect a transaction; and the implications for shareholders of such a
transaction. The officers determined that there was neither a suitable sub-adviser to replace Gateway nor any affiliated fund with which the Fund could
be combined without significant changes in the Funds portfolio, including liquidation of
significant portions of its portfolio.
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They also determined that the expense of a merger or
transfer of the assets to another investment company likely would be greater than any benefits
shareholders of the Fund could expect to realize from such a transaction. The officers also
investigated the relative costs involved in the liquidation and dissolution of the Fund. Following
these considerations, the officers of TA IDEX decided to recommend to the Board the Funds
liquidation and dissolution.
Terms of the Plan
Following are some of the key terms of the Plan, which is attached as Appendix A to this Proxy
Statement and qualifies the following summary in its entirety.
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Effective Date of the Plan and Liquidation of the Funds Assets. The Plan shall become
effective with respect to the Fund on the date of its adoption and approval by the
shareholders of the Fund. Following this approval, the Fund: (i) will cease to invest its
assets in accordance with its investment objective and will sell any portfolio securities it
owns in order to convert its assets to cash or cash equivalents, or, if determined to be in
the best interest of the Fund and the Fund shareholders, elect not to liquidate certain assets
but rather distribute them in-kind to its shareholders, to the extent authorized by law; (ii)
will not engage in any business activities except for the purposes of winding up its business
and affairs, marshalling and preserving the value of its assets and distributing its assets to
shareholders after the payment to (or reservation of assets for payment to) all creditors; and
(iii) will be dissolved in accordance with the laws of the State of Delaware and the Funds
Declaration of Trust. The Fund may begin to liquidate some or all of its portfolio prior to
the Special Meeting in order to meet redemption requests or in anticipation of liquidation. |
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Liquidating Distribution. On or about November 29, 2007 or as soon as practical
thereafter, TA IDEX on behalf of the Fund will mail the following to each shareholder of
record of the liquidating Fund on that date: (i) a liquidating distribution, which may be in
cash or cash equivalents or in-kind, equal to the shareholders proportionate interest in the
net assets of the Fund (after giving effect to amounts considered necessary to satisfy the
Funds liabilities); and (ii) information concerning the sources of the liquidating
distribution. |
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Cessation of Rights of Shareholders. As a result of the liquidating distribution for the
Fund, shares of the Fund will no longer be deemed outstanding as of such time and will be
deemed cancelled. |
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Expenses. TFAI and/or its affiliates will bear all expenses incurred by it in carrying out
of the Plan, including but not limited to, all printing, legal, accounting, custodian and
transfer agency fees, and the expenses of any reports to or meeting of shareholders. Any
expenses and liabilities attributed to the Fund subsequent to the mailing of the liquidating
distribution and for which a reserve has not been established will be borne by TFAI and/or its
affiliates. |
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Implementation. The Plan provides that the Trustees and officers of TA IDEX may take such
actions as are necessary to effectuate the Plan, and that the Trustees shall have the
authority to authorize such amendments of the provisions of the Plan as may be necessary or
appropriate to marshal the assets of the Fund and to effect the dissolution, complete
liquidation and termination of the existence of the Fund and the purposes to be accomplished
by the Plan. |
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Material Federal Income Tax Consequences
Each shareholder who receives a liquidating distribution will recognize gain (or loss) for federal
income tax purposes equal to the amount by which the distribution exceeds (or is less than) the
shareholders tax basis in his or her Fund shares. Assuming that the shareholder holds such shares
as capital assets, such gain or loss generally will be treated as long-term capital gain or loss if
the shares were held for more than one year and otherwise generally will be treated as short-term
capital gain or loss.
It is expected that, prior to the liquidating distribution, the Fund will distribute any previously
undistributed net income or net capital gains. Such distribution would be taxed as ordinary income
to the extent that it is derived from net income or net short-term capital gains and will be
generally be taxed as long-term capital gain to the extent that it is derived from net long-term
capital gains.
Notwithstanding the foregoing, any loss realized by a shareholder in respect of his or her Fund
shares with a tax holding period of six months or less will be treated as long-term capital loss to
the extent of any capital gain dividends with respect to such shares. The federal income tax
treatment that a Fund shareholder would receive if such shareholders entire interest in the Fund
were redeemed prior to the liquidation generally would be identical to the federal income tax
treatment described above to a shareholder in liquidation of the shareholders interest in the
Fund.
The tax consequences discussed herein may affect shareholders differently depending upon their
particular tax situations unrelated to the liquidating distribution, and accordingly, this summary
is not a substitute for careful tax planning on an individual basis. Shareholders may wish to
consult their personal tax advisers concerning their particular tax situations and the impact
thereon of receiving the liquidating distribution as discussed herein, including any state, local
and foreign tax consequences.
The Fund anticipates that it will retain its qualification as a regulated investment company under
the Internal Revenue Code, as amended, (the Code) during the liquidation period and, therefore,
will not be taxed on any of its net income from the sale of its assets.
Other Information
Prior to the proposed liquidation and dissolution of the Fund, Fund shareholders may wish to invest
in other TA IDEX series. Class A, B and C shareholders may exchange their Fund shares for shares
of the same class offered by another TA IDEX series without incurring any sales charge, and Class M shareholders are
able to purchase Class A shares of other TA IDEX series with their Class M redemption proceeds
without paying a sales charge. Upon consummation of the liquidation and dissolution, Fund
shareholders will be able to direct the re-investment of the proceeds of the liquidation in the
same class of shares of another TA IDEX series without paying any sales charges. Investors should
consult the prospectuses of the other TA IDEX series in which they wish to invest prior to making
their decision.
Fund shareholders who currently hold shares through tax-deferred accounts with TA IDEX such as,
without limitation, retirement plans described in Section 403(b) and 408 (IRAs) of the Code and
Coverdell ESA, can continue to maintain their accounts by investing into another TA IDEX series as
discussed in the preceding paragraph. If they do not intend to maintain their accounts with TA
IDEX, they may need to establish a similar tax-deferred account with another institution and submit
instructions accordingly. If such shareholders do not provide specific re-investment instructions
prior to the consummation of the liquidation and dissolution of the Fund and if their account
documents do not specify how the proceeds from the liquidation must be re-invested, the proceeds
from the liquidation will be automatically re-invested in the corresponding class of shares (or
Class A shares if they hold Class M shares of the Fund) of TA IDEX Transamerica Money Market,
another TA IDEX series, as a temporary investment pending specific instructions from the
shareholders to avoid
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unintended tax consequences from a payment of the proceeds of the liquidation directly to the
shareholders. Such fund shareholders who currently hold shares through tax-deferred accounts and
who do not provide specific instructions prior to the consummation of the liquidation and
dissolution of the Fund, and whose account documents do not specify how the proceeds from the
liquidation must be re-invested, will be deemed to have consented to this temporary re-investment
in TA IDEX Transamerica Money Market pending further instructions.
Evaluation by the Board
At a meeting held on October 2, 2007, the Board carefully considered whether it was appropriate to
approve the Plan and recommend that Fund shareholders approve the Plan. The Board requested
information, provided by TFAI, that it believed to be reasonably necessary to reach its conclusion.
The Board carefully evaluated this information, and was advised by Fund counsel and independent
legal counsel during its deliberations. After review, the Trustees determined that the Plan is in
the best interests of the Fund and its shareholders. Accordingly, the Trustees, including the
Independent Trustees, approved the Plan and authorized its submission to the Funds shareholders
for their approval. The Trustees recommended that the Funds shareholders approve the Plan on the
basis of the following considerations, among others:
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Gateway, the Funds sub-adviser, intends to resign as sub-adviser of the Fund and no
appropriate replacement has been identified; |
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The size of the Fund makes it increasingly challenging for Gateway to pursue the Funds
investment objective and strategies; |
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The size of the Fund is modest, leaving the Fund too small to be economically viable and
there is limited opportunity to increase the size of the Fund and achieve economies of scale; |
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The Funds operating expenses are relatively high; |
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The guarantee feature of the Fund has an impact on the Funds expense ratios and
performance; |
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The performance results of the Fund since its inception are positive; |
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Possible alternatives to liquidation, including the merger of the Fund into another mutual
fund, are not practical in the current circumstances and may not be advantageous to the Fund
or its shareholders; and |
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Class A, B and C shareholders may exchange their Fund shares for shares offered by another
TA IDEX series without incurring any fee, and Class M shareholders are able to purchase Class
A shares of other TA IDEX series with their Class M redemption proceeds without paying a sales
charge. |
Based upon its review, the Board determined that the Plan is in the best interests of the Fund and
its shareholders. Accordingly, after consideration of the above factors, and such other
information it considered relevant, the Board voted to recommend approval of the Plan by the Funds
shareholders.
THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE FOR
APPROVAL OF THE PLAN AS PROVIDED UNDER THIS PROPOSAL. UNMARKED PROXIES WILL BE SO VOTED.
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OTHER BUSINESS
The Trustees do not know of any matters to be presented at the Special Meeting other than those set
forth in this Proxy Statement. If other business should properly come before the Special Meeting,
Proxies will be voted in accordance with the judgment of the persons named in the accompanying
Proxy.
ADDITIONAL INFORMATION
Investment Adviser, Administrator, Transfer Agent, Principal Underwriter/Distributor
TFAI, the Funds investment adviser, is located at 570 Carillon Parkway, St. Petersburg, Florida
33716. Transamerica Fund Services, Inc. (TFS), the Funds administrator and transfer agent, is
also located at 570 Carillon Parkway, St. Petersburg, Florida 33716. The principal
underwriter/distributor, Transamerica Capital, Inc. is located at 4600 South Syracuse Street, Suite
1100, Denver, CO 80237.
Shareholder Reports
Shareholders can find important information about the Fund in the TA IDEX annual report for the
fiscal year ended October 31, 2006, and the semi-annual report for the period ended April 30, 2007,
which have been mailed previously to shareholders. If you have not received these reports or would
like to receive additional copies, please contact TA IDEX by writing to TA IDEXs address, or by
calling the telephone number shown on the front page of this Proxy Statement. A copy of the
reports 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 October [_], 2007, but Proxies may also be solicited by telephone
and/or in person by representatives of TA IDEX, regular employees of TFS (the transfer agent of TA
IDEX) or its affiliate(s), and Computershare, a private proxy services firm. The estimated costs
of retaining Computershare is approximately $6,000, which will be paid by TFAI and/or its
affiliates. If we have not received your vote as the date of the Special Meeting approaches, you
may receive a call from the person listed above to ask for your vote. Arrangements will be made
with brokerage houses and other custodians, nominees, and fiduciaries to forward proxy materials to
their principals.
The costs of the Special 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 paid by TFAI and/or its
affiliates.
Shareholder Voting. Shareholders of record of the Fund who own shares of beneficial interest at
the close of business on the Record Date will be entitled to notice of, and to vote at, the Special
Meeting. Shareholders are entitled to one vote for each share held and fractional votes for
fractional shares held. As of the Record Date, the number of shares issued and outstanding of the
Fund is listed on Appendix B. As of October 4, 2007 no person owned beneficially more than 5% of
any class of the Fund, except as set forth in Appendix B. To the best of the Funds knowledge, as
of October 4, 2007, no Trustee or officer owned beneficially more than 1% of any class of the Fund.
Thirty-three and one-third percent (33 1/3%) of the Funds shares, represented in person or by
proxy, will constitute a quorum for the Special Meeting and must be present for the transaction of
business at the Special Meeting. Only Proxies that are voted, abstentions and broker non-votes
will be counted toward establishing a quorum. Broker non-votes are shares held by a broker or
nominee as to which
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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 the event that a quorum is not present at the Special Meeting for the Fund, or a quorum is
present but sufficient votes to approve Proposal I are not received, the persons named as proxies
may propose one or more adjournments of the Special Meeting for the Fund to permit further
solicitation of Proxies. Any such adjournment will require the affirmative vote of a majority of
the Funds shares represented at the Special Meeting in person or by proxy (excluding abstentions
and broker non-votes). The person named as proxies will vote those Proxies that they are entitled
to vote FOR Proposal I in favor of an adjournment of the Special Meeting, and will vote those
Proxies required to be voted AGAINST the proposal for the 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 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 a proposal, your shares will
be voted FOR Proposal I. The duly appointed proxies may, in their discretion, vote upon such
other matters as may properly come before the Special Meeting.
In order that your shares may be represented at the Special Meeting, you are requested to vote your
shares by mail, the Internet, or by telephone by following the enclosed instructions. IF YOU VOTE
BY TELEPHONE OR INTERNET, PLEASE DO NOT RETURN YOUR PROXY CARD, UNLESS YOU LATER ELECT TO CHANGE
YOUR VOTE. You may revoke your Proxy: (a) at any time prior to its exercise by written notice of
its revocation to the secretary of TA IDEX prior to the Special Meeting; (b) by the subsequent
execution and return of another Proxy prior to the Special Meeting; or (c) by being present and
voting in person at the Special Meeting and giving oral notice of revocation to the chairman of the
Special Meeting. However, attendance in-person at the Special Meeting, by itself, will not revoke
a previously-tendered Proxy.
Required Vote. Approval of Proposal I requires the affirmative vote of at least a majority of the
Funds shares entitled to vote at the meeting. Abstentions and broker non-votes will have the same
effect as a vote against Proposal I.
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 should be in writing, should be signed by the shareholder and
should identify the full name of the Fund.
Proposals must be received by 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.
Shareholders Sharing the Same Address. As permitted by law, only one copy of this Proxy Statement
is being delivered to shareholders residing at the same address, unless such shareholders have
notified TA IDEX of their desire to receive multiple copies of the shareholder reports and proxy
statements TA IDEX sends. If you would like to receive an additional copy, please contact TA IDEX
by writing to TA IDEXs address or by calling the telephone number shown on the front page of this Proxy Statement. TA IDEX will then promptly deliver, upon request, a separate copy
of the Proxy Statement to any shareholder residing at an address to which only one copy was mailed.
Shareholders wishing to receive separate copies of TA IDEXs shareholder reports and proxy statements in the future, and shareholders sharing an address that wish to receive a single copy if
they are receiving multiple copies, should also direct requests as indicated.
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TO ENSURE THE PRESENCE OF A QUORUM AT THE SPECIAL 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,
Dennis P. Gallagher, Esq.
Vice President, General Counsel and Secretary
Transamerica IDEX Mutual Funds
St. Petersburg, Florida
October [ ], 2007
8
APPENDIX A
TRANSAMERICA IDEX MUTUAL FUNDS
TA IDEX Protected Principal Stock
FORM OF
PLAN OF LIQUIDATION AND DISSOLUTION
This Plan of Liquidation and Dissolution (the Plan) is adopted by Transamerica IDEX Mutual Funds
(the Trust), a Delaware statutory trust, with respect to TA IDEX Protected Principal Stock
(Fund), a series of the Trust. The Trust is an open-end management investment company registered
under the Investment Company Act of 1940 (the Investment Company Act), and this Plan is adopted
as a plan of liquidation for purposes of the Internal Revenue Code of 1986, as amended (the IRC),
and the regulations thereunder, with respect to the Fund. The Plan is intended to accomplish the
complete liquidation and dissolution of the Fund and the redemption of the Funds outstanding
shares in conformity with all applicable laws, including the laws of the State of Delaware, the
Investment Company Act, the IRC, and the Trusts charter documents.
WHEREAS, the Trusts Board of Trustees (the Board), on behalf of the Fund, has determined that it
is in the best interests of the Fund and the beneficial owners of the Funds shares to liquidate
and dissolve the Fund; and
WHEREAS, the Board has considered and unanimously adopted this Plan as the method of liquidating
the Fund and has recommended that shareholders of the Fund approve the Plan at a special meeting of
the Funds shareholders called for such purpose;
NOW THEREFORE, the liquidation and dissolution of the Fund shall be carried out in the manner
hereinafter set forth:
1. Effective Date of Plan. The Plan shall become effective immediately with respect to the
Fund upon a vote approving the Plan by the affirmative vote of at least a majority of the
outstanding securities of the Fund entitled to vote at a special meeting of shareholders of the
Fund duly called for such purpose to be held on November 27, 2007 or such other date as determined
by the Board, which date is hereinafter called the Effective Date.
2. Dissolution. As promptly as practicable, consistent with the Provisions of the Plan,
the Fund shall be dissolved in accordance with the laws of the State of Delaware and the Trusts
charter documents.
3. Cessation of Business. As soon as is reasonable and practicable on or after the
Effective Date, the Fund shall cease its business as an investment company and shall not engage in
any business activities except for the purposes of winding up its business and affairs, marshalling
and preserving the value of its assets, and distributing its assets to shareholders in redemption
of their shares in accordance with the provisions of the Plan after the payment to (or reservation
of assets for payment to) all creditors of the Fund and discharging or making reasonable provisions
for the Funds liabilities.
4. Liquidation of Assets. As soon as is reasonable and practicable before, on, or after
the Effective Date, all portfolio securities of the Fund shall be converted to cash or cash
equivalents. In the alternative, if determined to be in the best interests of a Fund and the
beneficial owners of its shares, the Fund may elect not to liquidate its portfolio assets and shall
rather distribute such amounts in-kind to its shareholders consistent with applicable statutes, regulations, and
interpretations, which shall constitute a liquidating distribution for this purpose.
A-1
5. Payment of Debts. As soon as is reasonable and practicable on or after the Effective
Date, subject to the provisions of Section 6 hereof, the Fund shall determine and pay, or set aside
in cash or equivalents, the amount of all known or reasonably ascertainable liabilities of the Fund
incurred or expected to be incurred prior to the date of the liquidating distribution provided for
in Section 6 below, subject to Section 8 below.
6. Liquidating Distribution. As soon as possible on or after the Effective Date, or such
other date as determined by the Board (the Liquidation Date), the Fund shall mail the following
to a shareholder of record on the business day preceding the Liquidation Date in redemption of such
shareholders shares of the Fund: (1) a liquidating distribution (or distributions, if more than
one distribution shall be necessary), which may be in cash or cash equivalents or in-kind, equal to
the shareholders proportionate interest in the net assets of the Fund (after giving effect to
amounts considered necessary to satisfy the Funds liabilities); and (2) information concerning the
sources of the liquidating distribution. Upon the mailing of the liquidating distribution, all
outstanding shares of the Fund will be deemed cancelled.
If the Trust is unable to make distributions to all of the Funds shareholders because of the
inability to locate shareholders to whom distributions in cancellation and redemption of the Funds
shares are payable, the Board may create, in the name and on behalf of the Fund, a trust with a
financial institution and, subject to applicable abandoned property laws, deposit any remaining
assets of the Fund in such trust for the benefit of the shareholders that cannot be located. The
expenses of such trust shall be charged against the assets therein.
7. Satisfaction of Federal Income and Excise Tax Distribution Requirements. If necessary,
the Fund shall, by the Liquidation Date, have declared and paid a dividend or dividends which,
together with all previous such dividends, shall have the effect of distributing to the Funds
shareholders all of the Funds investment company taxable income for the taxable years ending at or
prior to the Liquidation Date (computed without regard to any deduction for dividends paid), and
all of the Funds net capital gain, if any, realized in the taxable years ending at or prior to the
Liquidation Date (after reduction for any available capital loss carry-forward) and any additional
amounts necessary to avoid any excise tax for such periods.
8. Management and Expenses of the Fund. The Funds investment adviser, Transamerica Fund
Advisors, Inc. (TFAI) and/or its affiliates shall bear all expenses incurred in connection with
the carrying out of this Plan including, but not limited to, all printing, legal, accounting,
custodian, and transfer agency fees, and the expenses of any reports to or meeting of shareholders.
Any expenses and liabilities attributed to the Fund subsequent to the mailing of the liquidating
distribution will be borne by TFAI (and/or its affiliates) which shall continue through the
Liquidation Date its undertaking to limit Fund operating expenses at the levels in effect as of the
date the Board adopted the Plan.
9. Power of the Board. The Board and, subject to the authority and approval of the
Trustees, the officers of the Trust, shall have the authority to do or authorize any or all acts
and things as provided for in the Plan and any and all such further acts and things as they may
consider necessary or desirable to carry out the purposes of the Plan, including the execution and
filing of all certificates, documents, information returns, tax returns and other papers which may
be necessary or appropriate to implement the Plan or which may be required by the provisions of the
Investment Company Act or any other applicable laws. The death,
resignation or disability of any Trustee or any officer of the Trust shall not impair the authority of the surviving or
remaining Trustees or officers to exercise any of the powers provided for in the Plan.
A-2
10. Amendment of Plan. The Board shall have the authority to authorize or ratify such
variations from, or amendments to, the provisions of the Plan as may be necessary or appropriate to
effect the marshalling of the Funds assets and effect complete liquidation of the Fund and the
distribution of the Funds net assets to its shareholders in redemption of the shares in accordance
with the laws of the State of Delaware, the Investment Company Act, the IRC, the Trusts charter
documents, and the purposes to be accomplished by the Plan, if the Board determines that such
action would be in the best interests of a Fund and its shareholders.
11. Filings. The Board hereby directs the appropriate parties to make any necessary
filings (including, without limitation, the completion and filing of Internal Revenue Service Form
966) relating to the liquidation and dissolution of the Fund with the Internal Revenue Service and
with any other taxing authority, the State of Delaware, or any other authority.
12. Severability. All persons dealing with the Fund must look solely to the assets of the
Trust belonging to the Fund for the enforcement of any claims against the Trust.
Transamerica IDEX Mutual Funds
On behalf of TA IDEX Protected Principal Stock
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For the Board of Trustees
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By: |
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Name: |
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Title: |
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Accepted:
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Transamerica Fund Advisors, Inc.
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By: |
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Name: |
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Title: |
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A-3
APPENDIX B
TA IDEX Protected Principal Stock
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Shares Outstanding for each Class (as of October 4, 2007)
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Number of Votes |
As of the Record Date, the following persons owned of record or beneficially 5% or more of an
outstanding class of shares of TA IDEX Protected Principal Stock:
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Holder of Securities and Address |
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Class |
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Shares Owned |
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% Owned |
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B-1
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PROXY CARD |
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TA IDEX PROTECTED PRINCIPAL STOCK |
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PROXY CARD |
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PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 27, 2007 |
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THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF TRUSTEES OF TRANSAMERICA IDEX MUTUAL FUNDS |
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The undersigned hereby appoint(s) John K. Carter and Dennis P. Gallagher or either of them,
as Proxies of the undersigned with full power of substitution, to vote and act with respect to
all shares of TA IDEX Protected Principal Stock (the Fund) with respect to which the undersigned is
entitled to vote at the Special Meeting of
shareholders of the Fund to be held at the offices of Transamerica
IDEX Mutual Funds at 570 Carillon Parkway, St. Petersburg, Florida
33716, on November 27, 2007, at 11:00 a.m. (Eastern time), and at any adjournments or postponements thereof.
The undersigned acknowledges receipt of the Notice of Special Meeting of Shareholders and of the
accompanying Proxy Statement and revokes any proxy previously given with respect to the Special
Meeting.
This proxy will be voted as instructed. If no specification is made for a proposal, the proxy
will be voted FOR the proposal. The Proxies are authorized in their discretion to vote upon
such other matters as may come before the meeting or any adjournment or postponement thereof.
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VOTE VIA THE INTERNET:
https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-866-241-6192 |
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Note: Signature(s) should be exactly as name or names appearing on this proxy. If shares are
held jointly, each holder should sign. If signing is by attorney, executor, administrator,
trustee or guardian, please give full title. |
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Signature(s) |
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Signature(s) |
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Date
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IDEX_PPS_18207_092807 |
VOTING OPTIONS
Read your proxy statement and have it at hand when voting.
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VOTE ON THE INTERNET
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or VOTE BY PHONE
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or VOTE BY MAIL
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or VOTE IN PERSON |
Log on to:
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Call 1-866-241-6192
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Vote, sign and date this Proxy
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Attend Shareholder Meeting |
https://vote.proxy-direct.com
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Follow the recorded
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Card and return in the
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570 Carillon Parkway |
Follow the on-screen
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instructions
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postage-paid envelope
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St. Petersburg, FL |
instructions
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available 24 hours
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on November 27, 2007 |
available 24 hours
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THE BOARD
OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: <
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FOR
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AGAINST
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ABSTAIN |
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1.
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To approve a Plan of Liquidation and Dissolution with respect to the Fund.
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2.
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To transact such other business as may properly come before the Special Meeting. |
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IDEX_PPS_18207_092807
Please
vote, date and sign this Proxy Card and return it promptly in the
enclosed envelope.