AMIDEX FUNDS INC, N-1A/A, 1999-03-03

AMIDEX FUNDS INC
N-1A/A, 1999-03-03

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1933 Act Registration No. 888-9123
1940 Act Registration No. 333-68099

- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20546

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [1]
Post-Effective Amendment No. [ ]

and

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. [1]

AMIDEX FUNDS, INC.
(Exact name of registrant as specified in Charter)
26 Broadway, Suite 741
New York, New York 10004
(Address of Principle Executive Offices and Zip Code)

212-425-0650
(Registrant's Telephone Number including Area Code)

Terence P. Smith
The Declaration Group
555 North Lane, Suite 6160
Conshohocken, PA 19428
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:

The securities being registered by this Registration Statement will be offered
to the public as soon as practicable after this Registration Statement becomes
effective.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall became
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE>

THE AMIDEX 35 MUTUAL FUND

CROSS-REFERENCE SHEET
(As required by Rule 495)

<TABLE>
<CAPTION>
ITEM NO. ON FORM N-1A CAPTION OR SUBHEADING IN PROSPECTUS
- --------------------- -----------------------------------
OR STATEMENT OF ADDITIONAL INFORMATION
--------------------------------------

PART A - INFORMATION REQUIRED IN PROSPECTUS
- -------------------------------------------
<S> <C>
1. Front and Back Cover Pages. Cover Page; Back Cover Page

2. Risk/Return Summary: Investments,
Risks, and Performance. Summary of the Fund; Fees and Expenses

3. Risk/Return Summary/ Fee Table. Fees and Expenses

4. Investment Objectives, Principal Summary of the Fund; Investment Objectives
Investment Strategies, and Related and Policies, Primary Investments of the Fund;
Risks Risk Factors; The Amidex 35 Index

5. Management's Discussion of Not Applicable
Fund Performance

6. Management, Organization and Management of the Fund; Investment Adviser;
Capital Structure General Information

7. Shareholder Information Purchasing Shares; Redeeming Shares;
Federal Taxes; General Information;
Investment Rationale

8. Distribution Arrangements Redeeming Shares; Distribution Plan

9. Financial Highlights Information Not Applicable

<PAGE>

PART B. STATEMENT OF ADDITIONAL INFORMATION
- -------------------------------------------

10. Cover Page and Table of Contents Cover Page; Table of Contents

11. Fund History Not covered in Statement of Additional
Information (covered under Item 6 of
Part A)

12. Description of the Fund and its Investment Policies and Restrictions
Investments and Risks

13. Management of the Fund. Investment Adviser; Directors and
Officers

14. Control Persons and Principal Directors and Officers; Investment Adviser
Holders of Securities.

15. Investment Advisory and other Investment Adviser; Fund Service Providers
Services.

16. Brokerage Allocation and Other Portfolio Transactions
Practices

17. Capital Stock and Other Capital Stock
Securities.

18. Purchase, Redemption and Pricing Determination of Net Asset Value
of Securities Being Offered Purchasing and Redeeming Shares

19. Taxation of the Fund. Tax Information

20. Underwriters Fund Service Providers
and Transfer Agents

21. Calculations of Performance Data. Performance Information

22. Financial Statements Not Applicable.
</TABLE>

PART C
- ------
Information required to be included in PART C is set forth under the appropriate
Item, so numbered, in PART C of the Registration Statement.
- ------------------------------------------------------------------------------

<PAGE>

PART A

PROSPECTUS

Dated March _, 1999

(SUBJECT TO COMPLETION)

The Amidex 35(TM) Mutual Fund

26 Broadway, Suite 741
New York, New York 10004
212-425-0650

Amidex Funds, Inc. (the "Company") is an open-end investment management company
currently consisting of one portfolio, The Amidex 35(TM) Mutual Fund (the
"Fund"). The primary investment objective of the Fund is growth of capital. The
Fund attempts to achieve its investment objective by investing in the common
stock of the companies comprising the Amidex 35 Index(TM) (the `Index"), a new
index of the 35 largest market capitalization Israeli companies.

The minimum investment in the Fund is $10,000 for regular accounts and $2,500
for retirement accounts and custodial accounts for minors. The minimum
subsequent investment is $1000 for regular accounts and $250 for retirement
accounts and custodial accounts for minors.

The information contained in this Prospectus is subject to completion or
amendment. A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These Securities may not be sold,
and offers to buy may not be accepted, prior to the time the registration
statement becomes effective in any state or jurisdiction.

- --------------------------------------------------------------------------------
The Securities and Exchange Commission has not approved or disapproved these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
- --------------------------------------------------------------------------------

<PAGE>

TABLE OF CONTENTS

Risk/Return Summary.
Fees And Expenses.
Investment Objectives And Policies.
Why Invest in the Fund.
The Amidex 35 Index(TM).
Risk Factors.
Purchasing Shares.
Redeeming Shares.
Tax Considerations.
Management of the Fund.
Investment Adviser.
Plan of Distribution.
General Information.

<PAGE>

RISK/RETURN SUMMARY

The Fund's investment objective is capital growth. The Fund seeks to achieve
capital growth by primarily investing in the common stock of companies listed on
the Amidex 35 Index(TM) (t"),"Index"ame The Index is a new index tracking the
performance of the thirty-five largest market capitalization Israeli companies.
Index company stocks trade in Israel on the Tel Aviv Stock Exchange ("TASE") or
in the United States on the New York Stock Exchange ("NYSE"), the American Stock
Exchange ("AMEX") or NASDAQ, or on the exchanges of both countries. The
companies in the Index currently range in size from approximately $300 million
in market capitalization to over $3 billion.

Based on its research into Israel's historical stock market performance, the
Fund's Adviser believes that the companies in the Index are experiencing, or
have the potential to experience, above-average capital growth. The Adviser
believes that investing primarily in Index companies will allow the Fund to
achieve its investment objective of capital growth, over the long term.

The Adviser will employ a "passive management" approach to investing the Fund's
assets. This means that, instead of trying to determine which Israeli companies
will outperform their peers during a given time period, the Fund normally will
invest in all of the companies in the Index, in approximately the same
percentages as those companies are represented in the Index. By replicating the
composition of the Index, the Fund seeks to also replicate the performance of
the Index. As the companies in the Index grow, the value of the Index will grow,
and the value of the Fund's investments will grow in a similar fashion.
Conversely, if the companies in the Index decline, the value of the Index and
the Fund will decline accordingly. You should be aware that there is no
assurance that the Adviser will be successful in achieving the Fund's
objectives, since all investments involve risks.

The principal risks of investing in the Fund are:

(1) You may lose money by investing in the Fund. Your risk of loss is greater
if you only hold your shares for a short period of time. The Fund is a
"non-diversified" Fund because it primarily invests in the companies that
are included in the Index. Currently, four of those companies individually
comprise more than 5% of the Index and together make up about 29% of the
Index. A diversified Fund is limited to investing 25% of its net assets in
companies that comprise more than 5% of the net assets of the Fund.
Accordingly, the Fund cannot presently be classified as a diversified fund.
Investing in this manner is riskier than investing in a broader variety of
securities.

(2) Because the Fund invests in securities of Israeli issuers, the Fund may be
exposed to special risks and considerations. There is less publicly
available information than in the U.S., potential difficulty in obtaining
or enforcing a court judgement, and unique characteristics of Israeli
securities and markets which may have a negative impact on the Fund. Any
major hostilities involving Israel, or the interruption or curtailment of
trade between Israel and its present trading partners could have a negative
impact on the Fund.

(3) Shares and dividends of Israeli companies are often NIS (New Israeli
Shekel) denominated. Changes in the relationship of the NIS to the dollar
and other currencies could have a negative impact on the Fund.

(4) The government of Israel may change the way in which Israeli companies are
taxed, or may impose taxes on foreign investment. Such actions could have
an impact on the overall market for Israeli securities and on the Fund.

1
<PAGE>

(5) Some of the companies in which the Fund invests may not have a vigorous
secondary trading market. As a result, the Fund could experience
difficulties in timely buying or selling these securities, which could have
a negative impact on the Fund.

(6) The Fund invests in common stocks, both in Israel and in the United States.
Accordingly, the Fund is subject to the risks inherent in the stock
markets. The stock market is cyclical, with prices generally rising and
falling over periods of time. Some of these cycles can be pronounced and
last for extended periods. However, the stock market, although more
volatile than other types of investments, historically has outperformed
other types of investments over the long term.

(7) The Fund is an "index fund", meaning that it invests in the companies in
the Index to replicate the composition of the Index and to replicate the
Index's performance. Because the Fund will invest in a "passive" manner,
any volatility in the Index will be closely reflected in the Fund. If the
Index declines, the Fund will decline with it. However, if the companies in
the Index perform well, the Fund will closely reflect that performance.

(8) This is a new Fund without a prior operating history, and this is a new
position for the Adviser to the Fund. The Fund's lack of performance
history and management experience may pose additional risks.

FEES AND EXPENSES

This table describes the fees and expenses you may pay if you buy and hold
shares of the Fund.

Shareholder Fees (fees paid directly from your investment):
- -----------------------------------------------------------

Maximum Sales Charges (Load) Imposed on Purchases NONE
(as a percentage of offering price)
Maximum Deferred Sales Charges (Load) NONE
(as a percentage of offering price)
Maximum Sales Charges (Load) Imposed
On Reinvested Dividends NONE
(as a percentage of net asset value)
Redemption Fees NONE1
(as a percentage of amount redeemed)
Exchange Fees NONE

Annual Fund Operating Expenses: (expenses that are deducted from Fund assets)
- -------------------------------

Management Fees. 2.20%
Distribution (12b-1) Fees. 0.25%2
Other Fees (estimated) 0.05%
-----
Total Annual Fund Operating Expenses. 2.50%

The fees set out in the table above are used to pay for services such as the
investment management of the Fund, maintaining shareholder records and
furnishing shareholder statements.

2
<PAGE>

1. You will be charged a redemption fee equal to 2.00% of the NAV if you
redeem your shares less than 365 calendar days after you buy them. If this
fee is imposed, it would raise the expenses of your shares. This fee is
imposed only to discourage short-term trading of Fund shares. Such fees,
when imposed, are credited directly to the assets of the Fund to help
defray the expense to the Fund of such short-term trading activities. These
fees are never used to pay for distribution or sales fees.

2. You should be aware that long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charge permitted by the
National Association of Securities Dealers (NASD).

Example: This example is intended to help you compare the costs of investing in
the Fund with the costs of investing in other mutual funds. The Example assumes
that you invest $10,000 in the Fund for the time periods indicated and then
redeem all your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Fund's operating
expenses remain the same. Although your actual costs and returns may be higher
or lower, based on these assumptions, your costs would be:

One Year Three Years Five Years Ten Years
- -------- ----------- ---------- ---------
$253.00 $779.00 $1,331.00 $2,836.00

You would pay the same expenses if you did not redeem your shares, since the
Fund does not charge any redemption fees to shareholders who hold their shares
for 365 days or longer. If you hold your shares for less than 365 days, a fee of
2.00% of the value of your Fund shares will be charged to you as an early
redemption fee.

Because the Fund has no operating history, these expense figures are based on
estimated amounts for the Fund's first fiscal year.

INVESTMENT OBJECTIVES AND POLICIES

The Fund's investment objectives and strategies have been described in the
Risk/Return Section of this Prospectus. This Section sets out additional
information that you should know concerning your investment in the Fund.

Under normal circumstances, the Fund will invest at least 95% of its net assets
in the common stocks of the companies comprising the Index, in approximately the
same percentages as those companies represent in the Index. You should be aware
that the Index is a new index, and no historical performance data is available
for the Index.

Normally investing 95% of the Fund's assets in Index companies is not a
fundamental policy of the Fund. The Board of Directors of the Fund may vote to
change or eliminate the percentages of Fund assets invested in Index companies
and to choose other investment strategies instead. If the Board votes to change
the Fund's investment strategies, we will notify you in writing at least thirty
days before the changes take place. If you decide to redeem your shares as a
result of such a change, you will not be charged any redemption fees, even if
you have held your shares for less than 365 days. You will find a full listing
of the Fund's fundamental and non-fundamental investment policies in the Fund's
Statement of Additional Information ("SAI") in the Section entitled, "Investment
Policies and Restrictions".

3
<PAGE>

The Declaration Money Market Fund
- ---------------------------------

The Fund invests in foreign securities. Brokerage, custodial and other expenses
are higher for overseas transactions. Each time the Fund makes an overseas
investment, it has to pay those higher fees. In order to minimize transaction
expenses arising from purchasing overseas securities, the Fund will normally
invest in the market only in aggregate amounts of $1,000,000 or more (the
"Minimum Investment Amount").

Until the Fund has accumulated approximately $25 million in average net assets,
holding Fund assets in cash to accumulate the Minimum Investment Amount may
cause such holdings to make up a very large percentage of the Fund's assets. If
the Fund holds this cash for any length of time, there will be a large variation
between the performance of the Fund and the performance of the Index. To avoid
this problem, the Fund cannot hold a large percentage of its assets in cash for
any length of time.

To avoid the potential problem of large cash positions in the Fund, when you
send money to the Fund, Your money may not be immediately placed in the Fund.
Instead, your money may be invested temporarily in the Declaration Money Market
fund ("Money Market Fund"). The Money Market Fund is a newly formed mutual fund
which invests only in short-term U.S. Government and agency securities and
repurchase agreements and is designed to maintain a stable net asset value of
$1.00 per share. The Money Market Fund is a series of the Declaration Fund, an
open-end management investment company organized as a Pennsylvania business
trust. The transfer agent and fund accountant for the Money Market Fund is
Declaration Service Company ("DSC"). DSC is also the transfer agent and fund
accountant for the Fund.

You should be aware that the Money Market Fund is a new fund with no operating
history. The Fund is not affiliated with the Money Market Fund or DSC, except
that both funds employ DSC as transfer agent and fund accountant, and both funds
employ Declaration Distributors, Inc. ("DDI") as principal underwriter. The Fund
does not receive any compensation or other consideration for its use of the
Money Market Fund. The Board can discontinue use of the Money Market Fund at any
time.

By placing your initial investment in the Money Market Fund, that cash does not
reside in the Fund, and therefore does not affect the Fund's performance. By
avoiding the accumulation of large cash positions in the Fund, it is easier for
the Adviser to keep the Fund's assets closely aligned with the composition of
the Index.

When the Minimum Investment Amount has accumulated in the Money Market Fund, or
not more than thirty days from the date of your initial investment have passed,
whichever comes sooner, your money and any earned interest will be transferred
to the Fund and invested in the Index companies. Your money will never be held
in the Money Market Fund for longer than thirty days, even if that means the
Fund will have to transfer less than the Minimum Investment Amount. You will not
be charged any fees for investing in the Money Market Fund, nor will you be
charged any fees when a transfer takes place. When your investment is received
by the transfer agent, it will inform you if your money is initially placed in
the Money Market Fund, and when your money is transferred to the Fund. Once the
Fund's average net assets rise above $25 million, your investment will always be
placed directly in the Fund, and the Fund will no longer use the Money Market
Fund.

If the Money Market Fund ceases to operate or, in the Adviser's opinion, ceases
to be an appropriate investment vehicle, the Board of Directors of the Fund will
choose another money market fund for short-term investing. You will be informed
of any such change, and you will be provided with a copy of the prospectus for
the new money market fund, free of charge, at your request.

WHY INVEST IN THE FUND?

The State of Israel is a highly developed, industrialized democracy. Since the
beginning of the decade, Israel's Economy has grown significantly, presenting
improvement in most economic indicators. Israel has made substantial progress in
opening its economy including the removal of its trade barriers and tariffs.
Israel has concluded free trade agreements with its major trading partners, and
is the only nation that is a party to free trade agreements with both the United
States and the European Union. In recent years Israel has signed free trade
agreements with Switzerland, Norway, Canada, Turkey, Czech Republic, Slovakia,
Poland and Hungary.

4
<PAGE>

Celebrating 50 years of existence, the Sate of Israel has significantly improved
its economic performance. Between 1950 and 1997, Israel's GDP grow by an average
annual rate of 7%. Throughout these years, the production of goods and services
shifted mainly towards high-technology value added industries, causing the trade
deficit to drop from 23% of the GDP in 1950, to about 7% in 1998.

Israel's productive and highly educated population remains a principal strength.
Based on a 1996 survey, approximately 34% of the Israeli work force had
university or other advanced degrees. Israel has the highest per capita
concentration of scientists and technicians of any country in the world. Israel
boasts the world's greatest per capita number of engineers and doctors (135 per
10,000 workers). In addition, in recent years Israel experienced an
extraordinary influx of new immigrants, primarily from the republics of the
former Soviet Union. From 1990 through 1997, about 822,000 immigrants arrived,
increasing Israel's population by approximately 18%.

Israel's traditional cultural and economic investment in technology, medicine,
and research has been increasing throughout the last decade due in part to this
huge influx of scientists and physicians from the former Soviet Union, and due
to an influx of investments from abroad.

Major U.S. and other companies are forming partnerships and other business
ventures with Israeli companies at a remarkable rate. Investment capital has
been flowing in to support Israel's research and development in the computer
hardware and software industries; in pharmaceutical and bio-technology
companies; and in Internet and Telecommunications products and services. Israel
attracts more American venture capital than any other nation except the U.S.
Israel is second only to the United States in new high tech start up companies.
Direct foreign investments in Israel grew to more than $2 billion in 1998, up
from virtually none in1990.

Israel's economy has surged ahead of many European nations. Israel's 1998
- -$16,000 per capita gross domestic product places Israel among the developed
Western European countries, in large part due to technology exports. Technology
exports account for about 1/2 of all Israel's exports. Exports from Israel more
than doubled between 1992 and 1998. Israeli companies, especially high tech
companies, are globally diversified in their revenue streams and over 70% of
Israel's GDP is derived from foreign exports. Israel has improved its country
credit rating to "A- stable" (S&P) and "A3 solid" (Moody's), the same ratings as
China and Hong Kong, and higher than Hungary, Argentina, Brazil and Chile. Rapid
and ongoing privatization of formerly state run financial, communications, and
utility concerns has added to the breadth and strength of Israel's publicly
traded companies.

In September 1993, Israel and the Palestinian Liberation Organization signed a
"Declaration of Principles," a turning point in Israeli-Arab relations. Since
that time, the peace process has progressed with further agreements between
Israel and the Palestinians, and the signing of a peace treaty with Jordan.
These treaties join the 1979 accords with Egypt as the first peace agreements
between Israel and its neighbors. In addition, a number of members of the Arab
League have announced their intention to partially lift their trade boycotts of
Israel. As a result of progress in the peace process and the partial lifting of
the economic boycott, Israel and its Arab neighbors have taken several
initiatives to encourage the development of economic relations among the
countries of the region.

Israel is a member of a number of international organizations, including the
United Nations, the World Bank Group (including the International Finance
Corporation), the International Monetary Fund (the "IMF"), the European Bank for
Reconstruction and Development, and the Inter-American Development Bank.

5
<PAGE>

Israel is a signatory to the General Agreement on Tariffs and Trade ("GATT") of
1947 and 1994, which provides for reciprocal lowering of trade barriers among
its members. Under GATT, Israel is eligible to receive a number of trade
preferences that are available only to certain GATT participants, including
duty-free treatment of its exports to certain countries pursuant to the GATT
Generalized System of Preferences. Israel is a founding member of the World
Trade Organization.

Israel has concluded free trade area ("FTA") agreements with its major trading
partners and is the only nation that is a party to free trade agreements with
both the United States and the European Union (the "EU"). In addition, Israel
has recently concluded free trade agreements with both the Czech and Slovak
Republics, Hungary and Poland and is in the process of negotiating such an
agreement with Slovenia. In 1996 Israel concluded FTA agreements with Turkey and
Canada. In 1975, Israel entered into an FTA agreement with the EU that provided
for the gradual reduction and ultimate elimination of tariffs on manufactured
goods and certain agricultural products. In July 1995, Israel concluded
negotiations with the EU for a new agreement to include services, including
financial services, government procurement, and cooperation in research and
development, and also to include additional agricultural products and to improve
Israel's access to European markets in the advanced industry and high-technology
sectors. In 1985, Israel and the United States entered into an FTA agreement
that resulted in the elimination of all tariffs on all products by January 1,
1995. The FTA agreement with the United States also has resulted in the
elimination of certain non-tariff barriers to trade between the two countries.
In 1992, Israel concluded an FTA agreement with the European Free Trade
Association that applied largely to manufactured products.

Israel's FTA agreements allow Israel to export products with little or no duties
to both the United States and most Western industrialized nations. In March
1996, the Council of Ministers of the O.E.C.D. approved Israel's request to
participate in the organization's activities, and Israel has accordingly joined
certain O.E.C.D. committees with an observer status.

Of course, Israel is not only rich in research, technology and intellectual
investment, it is the only democratic nation in the middle east. The influx of
venture capital, the infusion of human resources (Israel's population nearly
doubled in the last 15 years), and the conversion of the economic focus from
military to commercial (defense spending dropped from about 30% of GNP in 1973
to less than 14% in 1998), have led many to believe that Israel is the next
"Silicon Valley." There has been a dramatic increase in the number of Israeli
companies trading on U. S. Exchanges, particularly the NASDAQ. In 1996, 17% of
all new non-U.S. companies to join the NASDAQ were Israeli, more than any other
nation. Israel is third, behind only the U.S. and Canada in the number of
companies traded on Wall Street. In Israel, the Tel Aviv Stock Exchange now
lists more than 665 companies and over 1000 securities, with a current market
capitalization of about $80 billion.

These dramatic developments in Israel present a new and relatively unexploited
opportunity for equity investment. Currently, there are no other U.S. based open
end no load mutual funds available as a vehicle for investment in Israel
securities.

THE AMIDEX 35 INDEX(TM)

The Amidex 35 Index(TM) is a new, unmanaged, Index consisting of the 35 largest
publicly traded Israeli companies, as measured market capitalization. A company
is an "Israeli company" if:

(1) Its stock is traded on the Tel Aviv Stock Exchange, or

6
<PAGE>

(2) Its stock is traded on the New York Stock Exchange ("NYSE"), the American
Stock Exchange ("AMEX"), or the NASDAQ over-the-counter market AND the
company has been listed by the Israeli financial newspaper, Globes as
"Israeli shares traded on the New York Bourse".

If Globes stops publishing a list of "Israeli shares traded on the New York
Bourse", the Board of Directors will select an alternative publication that
similarly defines such companies.

Index Composition Criteria. In order for a company to be included in the Index,
that company must satisfy all the following criteria:

(1) It must be a publicly traded "Israeli" company, as defined above.
(2) It must have maintained an average minimum daily trading volume of at least
$150,000 in the previous calendar year.

The largest (as measured by market capitalization) 35 Israeli companies that
satisfy all of the criteria described above will be included in the Index. You
should be aware that the Index may contain more or less than 35 companies during
the year. If less than 35 Israeli companies meet the criteria for inclusion,
then the Index will contain only those companies. If a company ceases operation
or becomes insolvent, it will be deleted from the Index and not replaced until
the beginning of the new year. If a single company splits into multiple
companies, all such companies will be included in the Index until the Index is
rebalanced at the beginning of the new year. During the first ten business days
of each calendar year, the Index is adjusted to add or delete companies.

An "unmanaged" index means that the criteria for inclusion of companies in the
Index are objective and not subject to arbitrary change, so that any company
that is eligible for inclusion in the Index must be included, and any company
that ceases to qualify for inclusion in the Index must be deleted.

The Index is a market capitalization index. The Index began being calculated on
January 1, 1999 at an initial Index Value of 1000. Market capitalization means
the total current U.S. dollar value of a company's outstanding shares of common
stock, and is calculated by multiplying the number of outstanding shares of
common stock of a company by the price of that common stock, adjusted to U.S.
currency. Some Israeli companies that trade on the TASE have multiple classes of
stock, each of which individually would qualify as common stock by U.S.
standards. For those companies, all classes of their "common" stock are included
in calculating the company's total market capitalization to determine whether
such a company is among the 35 largest Israeli companies. Thereafter, the Fund
will use the class of stock that has the greatest trading liquidity to determine
that company's weighting in the index, and will only purchase the class of stock
that has the most trading liquidity. Some Index companies trade on both the TASE
and an American exchange. For those companies, the Fund normally will purchase
stock from the American exchange, but may purchase stock from the TASE when, in
the Adviser's opinion, there are exceptional circumstances.

The Index name, rules, methods of calculation, and proprietary data are owned by
the Adviser. The Adviser developed the criteria and the rules of operation for
the Index. The Adviser has entered into agreements with various companies to
construct, calculate and publish the Index. Business Graph Group (Tochna
L'Inyan), a company based in Israel, performed the initial calculations needed
to create the Index and selected the companies that will be included in or
deleted from the Index, based on the criteria described above. The Tel-Aviv
Stock Exchange (TASE) is responsible for providing information regarding the
Israeli companies participating in the Index. Standard & Poor's was responsible
for providing information regarding the companies listed on the U.S. exchanges
that are participating in the Index. Also, Business Graph Group (Tochna
L'Inyan)is responsible for maintaining and publishing the index on the company's
web-site at http://www.mivzak.com, or such other location as Business Graph
Group (Tochna L'Inyan) may decide.

7
<PAGE>

When companies are added to or deleted from the Index, the Adviser will alter
the Fund's investments to conform the portfolio to the Index. This will result
in certain risks to the Fund, including the risks of losses and tax consequences
to shareholders resulting from realized capital gains. You should also be aware
that the Fund will incur certain expenses that are not incurred by the Index,
including transaction charges. Accordingly, the performance of the Fund will
vary from that of the Index as a result of such expenses.

The Adviser will attempt to maintain a correlation coefficient of at least 0.95
in performance between the Index and the Fund. This means that the Adviser will
attempt to replicate at least 95% of the Index's performance. The Adviser will
be responsible for tracking the Fund's performance, under the supervision of the
Company's Board of Directors. If the Fund fails to achieve a .95 correlation
coefficient, the Board will take action to rectify whatever problem is causing
the discrepancy, including, as an example, altering the Fund's servicing
arrangements to reduce Fund expense ratios or changing the Fund's investment
strategy of investing in the Index.

The Adviser has determined that, in order to replicate fully the performance of
the Index, the Fund must have approximately $25 million in net assets. Until
such asset levels are reached, the Adviser may invest Fund assets in a
representative sample of Index securities and such other permissible securities
as the Adviser deems likely to track Index performance most closely. You should
be aware that there is no assurance that the Adviser will be successful in
replicating the performance of the Index during this period. You will find a
more detailed discussion of the Index in the SAI in the Section entitled "The
Index."

Under normal circumstances, the Fund will invest at least 95% of its average net
assets in the following securities:

COMMON STOCK. Common stock is issued by companies to raise cash for business
purposes and represents a proportionate equity interest in the issuing
companies. Therefore, the Fund participates in the success or failure of any
company in which it holds common stock. The market value of common stock can
fluctuate significantly, reflecting the business performance of the issuing
company, investor perception, and general economic or financial market
movements. Smaller companies are especially sensitive to these factors. However,
common stocks historically have offered the greatest potential for gain on
investment, compared to other classes of financial assets. There is additional
risk inherent in investing in foreign-based companies. The Fund may invest in
the common stock of foreign issuers which are publicly traded on U.S. exchanges
either directly or in the form of American Depository Receipts (ADRs), but only
if such foreign issuers are included in the Index. The Fund will only invest in
ADRs that are issuer sponsored. Sponsored ADRs typically are issued by a U.S.
bank or Trust company and evidence ownership of underlying securities issued by
a foreign corporation. The Fund may also hold warrants on common stock if such
warrants are issued as dividends on stocks already held in the Fund's portfolio.
Because the Fund will concentrate its investments in Israeli companies, the Fund
will be exposed to the risks associated with Israeli companies to a greater
degree than will funds whose investment policies do not require or allow such
concentration. The Fund will invest in the common stock of companies included in
the Index that trade on the TASE, NYSE, the AMEX, or NASDAQ.

FOREIGN SECURITIES. Investments in foreign securities involve greater risks
compared to domestic investments. Foreign companies are not subject to the
regulatory requirements of U.S. companies, so there may be less publicly
available information about foreign companies than about U.S. companies.
Dividends and interest on foreign securities may be subject to foreign
withholding taxes. Such taxes may reduce the net return to shareholders. Other
risks include the possibility of expropriation, confiscation, currency blockage
or devaluation, political or social instability, and warfare and terrorism.
However, unlike other foreign nations, Israel's financial accounting systems for
public companies are similar to, and often modeled after, American and European
systems. Therefore, the risks associated with inadequate accountability present
in many foreign countries are reduced in Israel. In the event that an Index
company trades on the TASE and an American exchange or over-the-counter market,
the Fund normally will invest in the United States market, but may invest in the
Israeli market if, in the Adviser's opinion, extraordinary circumstances are
present. The Fund will invest in the common stock of companies included in the
Index that are publicly traded on the TASE.

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The Fund will normally invest up to 5% of its average net assets in the
following securities:

MONEY MARKET FUNDS. The Fund may invest in securities issued by other registered
investment companies that invest in short-term debt securities (i.e., money
market funds) to maintain liquidity. As a shareholder of another registered
investment company, the Fund would bear a pro rata portion of that company's
advisory fees and other expenses. Such fees and expenses will be borne
indirectly by the Fund's shareholders. The Fund will not invest more than 5% of
its net assets in such securities, and will not invest in such securities if
such investments would represent more than 3% of such issuer's outstanding
shares.

DEBT SECURITIES. The Fund may invest in U.S. Government debt securities
including Treasury Bills and short term notes, to maintain liquidity. U.S.
Government securities include direct obligations of the U.S. Government and
obligations issued by U.S. Government agencies and instrumentalities. The market
value of such securities fluctuates in response to interest rates and the
creditworthiness of the issuer. In the case of securities backed by the full
faith and credit of the United States Government, shareholders are only exposed
to interest rate risk. The Fund will not invest more than 5% of its net assets
in such securities, and will not invest in any such security with a maturity in
excess of one year.

REPURCHASE AGREEMENTS. The Fund may invest a portion of its assets in repurchase
agreements ("Repos") with broker-dealers, banks and/or other financial
institutions to maintain liquidity. The Fund's custodian must always have
possession of the securities serving as collateral for the Repos or have proper
evidence of book entry receipt of such securities. In a Repo, the Fund purchases
securities subject to the seller's simultaneous agreement to repurchase those
securities from the Fund at a specified time (usually one day) and price. The
repurchase price reflects an agreed-upon interest rate during the time of
investment. All Repos entered into by the Fund must be collateralized by U.S.
Government Securities, the market value of which equals or exceeds 102% of the
principal amount of the money invested by the Fund. If an institution with which
the Fund has entered into a Repo enters insolvency proceedings, the resulting
delay, if any, in the Fund's ability to liquidate the securities serving as
collateral could cause the Fund some loss if the securities declined in value
prior to liquidation. To minimize the risk of such loss, the Fund will enter
into Repos only with institutions and dealers considered creditworthy, and will
not invest more than 5% of its net assets in such transactions.

The Fund may also invest in the following securities and employ the following
investment guidelines:

CASH RESERVES. The Fund may, to meet liquidity needs, temporarily hold up to 5%
of its net assets in cash. The Fund may hold cash in the United States, Israel,
or in both. The primary risk associated with such a policy is that the Fund's
performance will vary, perhaps significantly, from the performance of the Index
when the Fund holds a high percentage of its net assets as cash reserves.

FUTURES AND OPTIONS ON EQUITY SECURITIES AND THE INDEX. The Fund may enter into
futures contracts relating to the equity securities of companies included in the
Index, may write (i.e., sell) covered put and call options on such securities
and on the Index, and may purchase put and call options on such equity
securities and on the Index. Such options can include long-term options with
durations of up to three years. The Fund may use futures and options to increase
or decrease its exposure to the effects of changes in security prices, to hedge
securities held, to maintain cash reserves while remaining fully invested, to
facilitate trading, to reduce transaction costs, or to seek higher investment
returns when a futures or options contract is priced more attractively than the
underlying security or index. The Fund may enter into these transactions so long
as the value of the underlying securities on which such options or futures
contracts may be written at any one time does not exceed 100% of the net assets
of the Fund, and so long as the initial margin required to enter into such
contracts does not exceed ten percent (10%)of the Fund's total net assets.

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<PAGE>

Risk Factors Associated With Futures And Options. The primary risks associated
with the use of options and futures are; (1) imperfect correlation between a
change in the value of the underlying security or index and a change in the
price of the option or futures contract, and (2) the possible lack of a liquid
secondary market for an options or futures contract and the resulting inability
of the Fund to close out the position prior to the maturity date. The risk of
imperfect correlation will be minimized by investing only in those contracts
whose price fluctuations are expected to resemble those of the Fund's underlying
securities. The risk that the Fund will be unable to close out a position will
be minimized by entering into such transactions only on national exchanges and
over-the-counter markets with an active and liquid secondary market.

RESTRICTED AND ILLIQUID SECURITIES. The Fund will not invest more than 15% of
its net assets in securities that the Adviser determines, under the supervision
of the Board of Directors, to be illiquid and/or restricted. Illiquid securities
are generally defined as securities that cannot be liquidated within seven (7)
days at the approximate price at which the Fund has valued the instrument. Also,
the sale of some illiquid and other types of securities may be subject to legal
restrictions. You should be aware that in the event that more than 15% of the
Index is comprised of companies considered to be illiquid, the Fund will be
unable to match precisely its investments to the percentages contained in the
Index, and that inability may pose additional risks to the Fund, including the
risk that the performance of the Fund will vary from that of the Index.

WHEN-ISSUED SECURITIES AND DELAYED-DELIVERY TRANSACTIONS. The Fund may purchase
securities of companies comprising the Index on a when-issued basis, and it may
purchase or sell such securities for delayed-delivery. These transactions occur
when securities are purchased or sold by the Fund with payment and delivery
taking place at some future date. The Fund may enter into such transactions
when, in the Adviser's opinion, doing so may secure an advantageous yield and/or
price to the Fund that might otherwise be unavailable. The Fund has not
established any limit on the percentage of assets it may commit to such
transactions, but to minimize the risks of entering into these transactions, the
Fund will maintain a segregated account with its Custodian consisting of cash,
cash equivalents, U.S. Government Securities, or other high-grade liquid debt
securities, denominated in U.S. dollars or non-U.S. currencies, in an amount
equal to the aggregate fair market value of its commitments to such
transactions.

RISK FACTORS

You may lose money by investing in the Fund. Your risk of loss is greater if you
hold your investment for shorter time periods. The Fund may be appropriate for
long-term aggressive investors who understand the potential risks and rewards of
investing in the common stock of Israeli companies. The value of the Fund's
investments will vary from day-to-day, reflecting changes in market conditions,
interest rates and other company, political, and economic news. Over the
short-term, stock prices can fluctuate dramatically in response to these
factors. However, over longer time periods, stocks, although more volatile, have
historically shown greater growth potential than other investments. The Index is
composed of only 35 companies, and this limited number of companies may pose
additional risks to the Fund. Some of the companies included in the Index are
considered to be smaller companies. Companies with small market capitalizations
can be riskier investments than larger capitalized companies, due to their lack
of experience, product diversification, cash reserves and/or lack of management
depth. The Fund has no operating history, and this may pose additional risks.
There is risk involved in the Fund's investment policy of tracking the Index,
due to the potential company turnover that may occur in the Index, the possible
addition of companies to the Index that may not have a long operating history,
and the risks inherent in concentrated investing in the Israeli market.

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<PAGE>

When you sell your Fund shares, they may be worth more or less than what you
paid for them. There is no assurance that the Fund can achieve its investment
objective, since all investments are inherently subject to market risk. The
relatively limited liquidity of some of the equities in the Index may affect the
Fund's ability to acquire or dispose of securities at a desirable price and
time. At times, the Fund may be unable to acquire desired positions quickly, or
may be unable to dispose of securities promptly. This could cause net asset
value to decline, and could negatively affect the Fund's correlation to the
Index.

Some share transactions will be denominated in New Israeli Shekels (NIS), and
for liquidity purposes, some cash or short term investments may be held in New
Israeli Shekels as well. The Fund is subject to the risk that the value of the
New Israeli Shekel will change relative to the dollar, and this could adversely
affect the Fund.

Israel's economy has been subject to destabilizing influences in the past,
including military conflicts, civil unrest, strikes, political division and
periods of hyper-inflation. The Israeli government has intervened via fiscal and
monetary means, import duties, currency and wage restrictions, and other
measures. The Fund is subject to the risks of changes in Israeli government
policies and unforeseeable changes in securities, banking, currency and other
regulations. The Israeli economy has a substantial amount of concentrated
control, and the government is directly involved in and influences aspects of
private companies. Although various privatization programs are under way, the
government still owns or controls numerous corporations and other entities.
Actions by the government, such as nationalization, expropriation, imposition of
new taxes, restrictions on trade and regulations could have a significant impact
on the prices of securities or the ability of the Fund to invest in or liquidate
specific securities.

Financial Disclosure and Regulation

Companies in Israel are subject to accounting, auditing and financial standards
and requirements that, while substantially similar, are different in some
respects from those applicable to US companies. In particular, financial
statements generally must be adjusted to reflect the effects of inflation. There
is less government supervision and regulation of the Israeli securities
exchange, brokers and listed companies with respect to such matters as insider
trading rules, restrictions on market manipulation and shareholder proxy
requirements than exists in the United States, although the Israel Securities
Authority has extensive power and authority to regulate the securities and
capital markets. There is also less publicly available information about Israeli
companies compared with that available about US companies. In addition, credit
analysis and a ratings systems are not well developed.

Israeli Taxes

Under current Israeli tax laws, capital gains realized upon the sale of
"Exchange-Listed Securities" (i.e., Israeli securities that were listed on the
TASE when acquired and when sold , or that are shares in "industrial companies"
or "industrial holding companies" and that were listed on certain non-Israeli
stock exchanges when acquired and when sold) generally are not subject to
Israeli tax. Capital gains realized upon the sale of Israeli securities that are
not Exchange-Listed Securities are subject to Israeli tax at ordinary tax rates
(which in the case of corporate shareholders is 36% and in the case of
individuals is 35-50%, depending on the individual's marginal tax rate) for the
1999 tax year. In the case of a shareholder which is in the business of buying
and selling securities in Israel (as defined under the Israeli Income Tax
Ordinance), gains realized upon the sale of Exchange-Listed Securities are not
capital gains and are subject to Israeli tax at ordinary rates, as specified
above. Dividends paid with respect to Israeli securities are subject to an
Israeli withholding tax of 25%.

The Israeli authorities are reviewing from time to time the question of imposing
a Capital Gains Tax on some TASE investments. At this point in time, it appears
as if there are no concrete plans for the imposition of such a tax, nor can its
structure, if and when imposed, be predicted. The possibility of an imposition
of capital gains tax, should, nonetheless, be considered (however, even if a
Capital Gains Tax is imposed, it is likely that it will not apply to the Fund -
as detailed below).

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<PAGE>

If a Capital Gains Tax is enacted, under the bilateral income tax treaty between
the United States and Israel (the "Treaty") a resident of the United States or
Israel is exempt from capital gains tax by the other state provided certain
conditions (including the condition that such capital gains be treated as not
being attributable to a permanent establishment (i.e., the conduct of a trade or
business) in the other state) are satisfied. Thus, assuming such conditions are
satisfied, the Fund's capital gains on all Israeli securities, including both
Exchange-Listed Securities and securities that are not Exchange-Listed
Securities, will be exempt from the Capital Gains Tax. In addition, under the
Treaty dividends paid with respect to Israeli securities will be subject to a
ten percent (10%) Israeli withholding tax as opposed to the usual 25% rate.

If the Fund is deemed to be engaged in the trade or business of buying and
selling securities in Israel then the Treaty will not apply. In that case, the
Fund's capital gains on all Israeli securities, including on Exchange-Listed
Securities, will be subject to Israel tax at the ordinary corporate rates (36%
in the 1999 tax year).

The Fund believes, and has an expert opinion to that effect, that it does not
have a permanent establishment in Israel (as defined under applicable laws), and
that therefore it is deemed not to be engaged in the trade or business of buying
and selling securities in Israel. Therefore, it is believed that the Treaty
applies to the Fund, and as a result no Capital Gains Tax or income tax shall be
imposed on the Fund's capital gains. The Fund shall be subjected to a
withholding tax on dividends at a rate of 10%.

PURCHASING SHARES

To purchase shares of the Fund, first complete and sign a New Account Purchase
Application and mail it, together with your check for the total purchase price,
to Amidex Funds, Inc.(TM), c/o Declaration Distributors, Inc., 555 North Lane,
Suite 6160, Conshohocken, PA 19428. Checks are accepted subject to collection at
full face value in United States currency. If your check does not clear, your
purchase will be cancelled and you will be subject to any losses or fees
incurred by the Fund with respect to the transaction. Please be aware that your
money may not be immediately invested in the Fund. Instead, your money may be
invested in The Declaration Money Market Fund for up to 30 days. By sending in
your signed application, you will be giving the Fund your permission to choose
which fund your purchase is initially placed in.

Each time you make a purchase, if Fund shares are immediately purchased, you
will receive a statement showing the number of shares purchased, the net asset
value at which your shares were purchased, and the new balance of Fund shares
owned. If instead your money is deposited in the Money Market Fund instead, you
will receive a statement showing the amount deposited in the Money Market Fund,
the net asset value at which your shares were purchased, and the new balance of
Money Market Fund shares owned. If your money is initially invested in the Money
Market Fund, you will also receive a confirmation statement when those shares
are redeemed and placed in the Fund. Moneys deposited in the money Market Fund
will be withdrawn monthly, usually on the 15th of the month, whether the Minimum
Investment Amount has been reached or not. This assures that your money will
never be held in the Money Market Fund for more than thirty days. The Fund does
not issue stock certificates. All full and fractional shares will be carried on
the books of the Fund.

Shares of the Fund are purchased at their net asset value next computed after
receipt of your purchase order or the transfer of your assets from the Money
Market Fund to the Fund. The Fund's net asset value is determined on days on
which the New York Stock Exchange is open for trading. Note that the TASE is
open on Sundays and closed on Fridays and Saturdays. The schedule of holidays in
Israel is also different from that in the U.S., and there may be a delay in
calculating NAV due to the inconsistent schedules of the Tel Aviv and New York

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<PAGE>

markets. You should be aware that the Fund's NAV may change on days when you
cannot purchase or redeem shares because the companies in which the Fund invests
may trade on the TASE, an exchange which is open on days when the NYSE is
closed. For purposes of computing the net asset value of a share of the Fund,
securities traded on security exchanges, or in the over-the-counter market in
which transaction prices are reported, are valued at the last sales price at the
time of valuation or, lacking any reported sales on that day, at the mean
between the most recent bid and offer quotations. Securities for which
quotations are not available and any other assets are valued at a fair market
value as determined in good faith by the Adviser, subject to the review and
supervision of the Board of Directors. The price per share for a redemption
request is the net asset value next determined after receipt of the
appropriately documented request. The price per share for purchases is the net
asset value next determined after the transfer of assets from the Money Market
Fund to the Amidex 35 Index Mutual Fund, or after the investment in Fund shares,
whichever is earlier. The Fund is a No-Load Fund. This means that you will not
be charged any sales commissions or underwriting discounts. The minimum initial
investment is $10,000, except for Individual Retirement Accounts (IRAs) and
custodial accounts for minors, where the minimum is $2,500. Minimum subsequent
purchases for regular accounts are $1,000 and $250 for IRA accounts and
custodial accounts for minors.

All applications to purchase shares of the Fund are subject to acceptance by
authorized officers of the Fund and are not binding until accepted. The Fund
reserves the right to reject purchase orders under circumstances or in amounts
considered disadvantageous to existing shareholders. Please see the Sections of
the SAI entitled "Purchasing and Redeeming Shares" and "Tax Information" for
more information concerning share purchases.

You may direct inquiries concerning the Fund to:

Amidex Funds, Inc.
C/o The Declaration Group
555 North Lane, Suite 6160
Conshohocken, PA 19428
1-800-___-____

REDEEMING SHARES

You may redeem your shares in the Fund at any time and for any reason. Upon
receipt by the Fund of a redemption request in proper form, your shares of the
Fund will be redeemed at their next determined net asset value. Redemption
requests must be in writing and delivered to the Fund at Amidex Funds, Inc.(TM),
c/o The Declaration Group, 555 North Lane, Suite 6160, Conshohocken, PA 19428.
To be in "proper form," your redemption request must:

1. specify the number of shares or dollar amount to be redeemed, if less than
all shares are to be redeemed;
2. be signed by all owners exactly as their names appear on the account;
3. if required, include a signature guarantee from any "eligible guarantor
institution" as defined by the rules under the Securities Exchange Act of
1934. Eligible guarantor institutions include banks, brokers, dealers,
credit unions, national securities exchanges, registered securities
associations, clearing agencies and savings associations. A notary public
is not an eligible guarantor.

Further documentation, such as copies of corporate resolutions and instruments
of authority may be requested from corporations, administrators, executors,
personal representatives, trustees, or custodians to evidence the authority of
the person or entity making the redemption request.

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<PAGE>

Signature Guarantees. A signature guarantee is designed to protect you and the
Fund by verifying your signature. SIGNATURE GUARANTEES ARE REQUIRED WHEN:

(1) establishing certain services after the account is opened;
(2) requesting redemptions in excess of $10,000;
(3) redeeming or exchanging shares, when proceeds are:
(i) being mailed to an address other than the address of record,
(ii) made payable to other than the registered owner(s); or
(4) transferring shares to another owner.

The redemption price per share is net asset value per share, determined as of
the close of business on the day your redemption order is accepted by the Fund
(See, "Purchasing and Redeeming Shares" in the SAI). If you hold your shares for
365 days or longer, there is no redemption charge. Otherwise, a fee of 2.00% of
the value of your redeemed shares will be deducted from the proceeds of your
redemption and paid to the Fund. When you redeem your shares, they may be worth
more or less than you paid for them, depending upon the value of the Fund's
portfolio securities at the time of redemption.

The Fund is open for business on each day that the New York Stock Exchange
("NYSE") is open. The Fund's share price or net asset value per share ("NAV") is
normally determined as of 4:00 p.m., New York time. The Fund's share price is
calculated by subtracting its liabilities from the closing fair market value of
its total assets and dividing the result by the total number of shares
outstanding on that day. Fund liabilities include accrued expenses and dividends
payable, and its total assets include the market value of the portfolio
securities as well as income accrued but not yet received. Since the Fund
generally does not charge sales or redemption fees, the NAV is the offering
price for shares of the Fund.

If the value of your account falls below $1,000 as a result of previous
redemptions and not market price declines, the Fund may redeem the shares in
your account. However, the Fund will notify you first if such an event occurs,
and you will have 60 days to bring your account balance up to the minimum levels
before the Fund will exercise its option to redeem. Also, in the event your
shares are redeemed by the Fund under such circumstances, you will not be
charged any redemption fees, regardless of the time you have held your shares.

Payment for shares redeemed is made within seven days after receipt by the Fund
of a request for redemption in proper form. If shares are purchased by check and
redeemed by letter within seven business days of purchase, the Fund may hold
redemption proceeds until the purchase check has cleared, provided that the Fund
does not hold such proceeds for more than 15 calendar days. You will also be
subject to a redemption fee of 2.00% of total assets in such a circumstance. The
Fund reserves the right to suspend or postpone redemptions during any period
when (a) trading on any of the major U.S. stock exchanges is restricted, as
determined by the Securities and Exchange Commission, or that the major
exchanges are closed for other than customary weekend and holiday closings, (b)
the Commission has by order permitted such suspension, or (c) an emergency, as
determined by the Commission, exists making disposal of portfolio securities or
valuation of net assets of the Fund not reasonably practicable.

TAX CONSIDERATIONS

The Fund intends to qualify as a regulated investment company under the Internal
Revenue Code so as to be relieved of federal income tax on its capital gains and
net investment income currently distributed to its shareholders. To qualify as a
regulated investment company, the Fund must, among other things, derive at least
90% of its gross income from dividends, interest, payments with respect to
securities loans, gains from the sale or other disposition of stock, securities,
or other income derived with respect to its business of investing in such stock
or securities, and distribute substantially all of such income to its
shareholders at least annually.

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<PAGE>

The Fund intends to distribute to shareholders all net investment income and any
net capital gains realized from sales of the Fund's portfolio securities at such
times and in such amounts as to avoid all taxes, both state and federal.
Dividends from net investment income and distributions from any net realized
capital gains are reinvested in additional shares of the Fund unless you request
in writing to have them paid by check.

Dividends from investment income and net short-term capital gains are generally
taxable to you as ordinary income. Distributions of long-term capital gains are
taxable as long-term capital gains regardless of the length of time that shares
in the Fund have been held. Distributions are taxable, whether received in cash
or reinvested in shares of the Fund.

You will be advised annually of the source of distributions for federal income
tax purposes.

If you fail to furnish your Social Security or other tax identification number
or to certify properly that it is correct, the Fund may be required to withhold
federal income tax at the rate of 31% (backup withholding) from your dividend,
capital gain and redemption payments. Dividend and capital gain payments may
also be subject to backup withholding if you fail to certify properly that you
are not subject to backup withholding due to the under-reporting of certain
income.

Distributions by the Fund will result in a reduction in the fair market value of
the Fund's shares. Should a distribution reduce the fair market value below your
cost basis, such distribution would be taxable to you as ordinary income or as a
long-term capital gain, even though, from an investment standpoint, it may
constitute a partial return of capital. In particular, you should be careful to
consider the tax implications of buying shares of the Fund just prior to a
distribution. The price of such shares include the amount of any forthcoming
distribution so that you may receive a return of investment upon distribution
that will, nevertheless, be taxable.

A redemption of shares is a taxable event and, accordingly, a capital gain or
loss may be recognized. You should consult a tax adviser regarding the effect of
federal, state, local, and foreign taxes on an investment in the Fund. The
information in this Prospectus is not intended to be a full discussion of
present or future tax ramifications of investment in the Fund, and investors
should consult their own tax advisors for a detailed and complete review of tax
ramifications.

Israeli Taxes and Pass Through to Shareholders

The following is a short summary of the tax structure applicable to corporations
in Israel with reference to its effect on the Fund. The following discussion is
partially based on enacted Israeli legislation that has not been subjected to
judicial or administrative interpretation. There can be no assurance that views
expressed herein will be accepted by the courts or by the Israeli Tax
Commission.

Capital Gains Tax: The Israeli Income Tax Ordinance (the "Ordinance") imposes a
tax on capital gains derived by residents of Israel, or non-residents of Israel
who sell assets which represent a direct or an indirect interest in Israeli
assets. The Fund, as a non-resident of Israel, will be subject to capital gains
tax on the sale of securities issued by Israeli corporations, subject to any
exemption or rate reduction that may be applicable (see below).

The Ordinance distinguishes between "real" capital gains, which are generally
subject to tax at a corporate rate of 36% in the 1999 tax year, and an
"inflationary amount," which is generally subject to tax at a rate of 10%.
However, currently, the Ordinance does not tax the "inflationary amount" for
investments made at present (only for investments made in the past), and such
tax shall therefore not apply to the Fund.

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<PAGE>

Israeli law currently provides for an exemption from capital gains tax for gains
realized from the sale of securities (including shares, debt securities and
warrants) that are traded on the TASE, provided that the seller did not hold the
securities prior to their listing on the TASE. In addition, gains realized from
the sales of shares of Israeli corporations defined as "industrial companies" or
"industrial holding companies" that are traded on certain non-Israeli (including
US) exchanges or through NASDAQ are exempted from capital gains tax, provided
that the shares were not acquired by the seller prior to the their listing. The
securities to which the exemption currently applies are referred to herein as
"Exchange-Listed Securities."

The current exemptions apply only where the gains from the sale of securities
are deemed "capital gains". Persons who are engaged in the business of buying
and selling securities in Israel (as defined under the Israeli Income Tax
Ordinance) are subject to ordinary income tax, and therefore the exemption from
capital gains tax are inapplicable to such investors.

If the Fund is deemed to be engaged in the trade or business of buying and
selling securities in Israel then the Fund's capital gains on all Israeli
securities, including on Exchange-Listed Securities, will be subject to Israel
tax at the ordinary corporate rates 36% in the 1999 tax year).

Corporate Taxes: Israeli corporations are generally subject to a tax on their
income at a rate of 36% in the 1999 tax year. Reduced tax rates apply to those
portions of a company's operations which qualify as Approved Enterprises under
the Law for the Encouragement of Capital Investments. A company which also
qualifies as a Foreign Investors' Company is entitled to further reductions in
the Corporate Tax generally applicable to Approved Enterprises.

Withholding Tax on Payment of Dividends. Non-residents of Israel who receive
dividends from Israeli corporations are generally subject to a withholding tax
of 25%.

Bilateral Income Tax Treaty: Under the bilateral income tax treaty between the
United States and Israel (the "Treaty") a resident of the United States or
Israel is exempt from capital gains tax by the other state provided certain
conditions (including the condition that such capital gains be treated as not
being attributable to a permanent establishment (i.e., the conduct of a trade or
business) in the other state are satisfied. Thus, assuming such conditions are
satisfied, the Fund's capital gains on all Israeli securities, including both
Exchange-Listed Securities and securities that are not Exchange-Listed
Securities, will be exempt from the Capital Gains Tax. In addition, any gain
realized by investors upon the sale of shares issued by the Fund will be exempt
from taxation (unless the investor is taxed in Israel on income from a permanent
establishment which is related to the shares issued by the Fund).

Under the Treaty dividends paid with respect to Israeli securities will be
subject only to a ten percent (10%) Israeli withholding tax instead of the 25%.

Other Taxation

Distributions also may be subject to additional state, local and foreign taxes
depending on each shareholder's particular situation.

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<PAGE>

This discussion is limited only to U.S. federal income tax and Israeli tax.
Moreover, the U.S. federal income tax and Israeli tax discussion set forth above
is a summary included for general information purposes only. In view of the
individual nature of tax consequences, you should consult your own tax adviser
with respect to the specific tax consequences of participation in the Fund,
including the effect and applicability of state, local, foreign and other tax
laws and the possible effects of changes in federal or other tax laws.

MANAGEMENT OF THE FUND

Amidex Funds, Inc. (the "Company") was incorporated in Maryland on November 12,
1998. The Company is an open-end management investment company, and is
registered as such with the Securities and Exchange Commission. The Board of
Directors approves all significant agreements between the Company and the
persons and companies that furnish services to the Fund, including agreements
with the Fund's custodian, transfer agent, investment Adviser and administrator.
The day-to-day operations of the Fund are delegated to the Adviser. The
Statement of Additional Information contains background information regarding
each of the Company's Directors and Executive Officers. The Company's Articles
of Incorporation permit the Board of Directors to issue 500,000,000 shares of
common stock. The Board of Directors has the power to designate one or more
classes ("series") of shares of common stock and to classify or reclassify any
unissued shares with respect to such series. Currently the shares of the Fund
are the only class of shares being offered by the Company. Shareholders are
entitled: (i) to one vote per full share; (ii) to such distributions as may be
declared by the Company's Board of Directors out of funds legally available; and
(iii) upon liquidation, to participate ratably in the assets available for
distribution. There are no conversion or sinking fund provisions applicable to
the shares, and the holders have no preemptive rights and may not cumulate their
votes in the election of Directors. The shares are redeemable and are fully
transferable. All shares issued and sold by the Fund will be fully paid and
nonassessable.

INVESTMENT ADVISER

TransNations Investments, Inc. (the "Adviser") has entered into an Investment
Advisory Agreement (the "Advisory Agreement") with the Fund to provide
investment management services to the Fund. In addition, the Adviser has entered
into an Operating Services Agreement (the "Services Agreement") with the Fund to
provide virtually all day-to-day operational services to the Fund. As is
explained further below, the combined effect of the Advisory Agreement and the
Services Agreement is to place a cap or ceiling on the Fund's ordinary operating
expenses at 2.25% of daily net asset value of the Fund, excepting Rule 12b-1
fees, brokerage, interest, taxes, litigation, and other extraordinary expenses.
Clifford A. Goldstein is President and Chief Executive Officer of the Adviser.
Boaz Rahav is the Fund Manager, and is responsible for all investment decisions
relating to the Fund. Mr. Goldstein also serves as the President and as a
Director of Amidex Funds, Inc. The mission statement of the Adviser is "To
develop and introduce Israeli-related investment vehicles to individuals and
financial institutions worldwide."

MANAGEMENT AGREEMENTS:
- ----------------------

ADVISORY AGREEMENT. The Fund is an index fund. Rather than relying on any one
manager or management team to "pick" stocks, the Fund is managed "passively" by
normally investing only in the companies comprising the Index in approximately
the same percentages as each company represents in the Index. Boaz Rahav, who
last served as Chief Economist for the Government of Israel Ministry of Finance
in New York, is the Fund Manager for the Adviser. Mr. Rahav has over 8 years
experience in Israeli financial markets, having worked for a large institutional
brokerage house in Israel as a trader and as a mutual fund manager. Previously,
Mr. Rahav worked for several years for the Federation of Israeli Chambers of
Commerce. Mr. Rahav also served for three years in the Intelligence Wing of the
Israeli Air Force. Mr. Rahav has a business degree from the Tel Aviv College of
Business, an MBA (with distinguished honors) from the New York Institute of
Technology, an Investment Adviser and Analyst Diploma from Tel Aviv University,
and a Trader Certificate from the Tel Aviv Stock Exchange. Mr. Rahav joined the
Adviser in February, 1999.

17
<PAGE>

The Adviser invests the assets of the Fund according to the Fund's investment
objectives, policies, and restrictions. The Fund pays the Adviser a fee, accrued
daily and payable monthly, at an annual rate of 0.50% of the Fund's net assets.
The Adviser has voluntarily agreed to waive its fees or assume certain expenses
of the Fund, if necessary, in the event that the Fund's total annual expenses,
excluding Rule 12b-1 fees, taxes, interest and extraordinary litigation
expenses, during any of its fiscal years, exceed 2.25% of its average daily net
asset value in such year. The Fund will not be liable in future years for any
fee waivers or expense assumptions made by the Adviser in previous years. The
Adviser furnishes at its own expense office space to the Company and all
necessary office facilities, equipment, and personnel for managing the assets of
the Fund. The Adviser also pays all expenses of marketing shares of the Fund,
and related bookkeeping.

SERVICES AGREEMENT. Under the terms of the Services Agreement, the Adviser,
subject to the supervision of the Board of Directors, will provide, or arrange
to provide, essentially all day-to-day operational services to the Fund. The
Adviser pays all fees and expenses associated with the services it provides,
including, but not limited to, expenses of legal compliance, shareholder
communications, and meetings of the shareholders.

For such services, the Fund will pay to the Adviser on the last day of each
month a fee equal to an annual rate of 1.70% of the average net asset value of
the Fund. This fee is computed daily based upon the net asset value of the Fund.
The Adviser and the Fund have entered into an Investment Company Services
Agreement with Declaration Service Company ("DSC") to provide Transfer Agent and
essentially all administrative services for the Fund, and have entered into a
Distribution Agreement with Declaration Distributors, Inc. ("DDI") to act as
principal underwriter for the Fund's shares. DSC and DDI are affiliated
companies.

The Fund pays all expenses incident to its operations and business not
specifically assumed by the Adviser, including expenses relating to custodial,
legal, and auditing charges; printing and mailing of reports and prospectuses to
existing shareholders; taxes and corporate fees; maintaining registration of the
Fund under the Investment Company Act of 1940, and registration of its shares
under the Securities Act of 1933; and qualifying and maintaining qualification
of its shares under the securities laws of certain states.

The "Year 2000 Issue": Many existing computer programs use only two digits to
identify a year in their date fields. These programs were designed and developed
without considering the impact of the upcoming change in the century. If not
corrected, many computer applications could fail or create erroneous results by
or at the year 2000. The Fund is a new Fund, and the Adviser is a newly formed
company. All of the computer programs purchased by the Adviser for its own use
or for the use of the Fund are new programs and have been warranted as Year 2000
compliant. Further, the Company has entered into agreements with various third
parties to provide services to the Fund, and as part of those agreements, has
received warranties from each such party that its systems are presently year
2000 compliant, or adequate steps are being undertaken by the party to insure
that compliance is met prior to the turn of the century. The Fund will not enter
into any agreement with a party unless such warranties are given. Accordingly,
at the present time, there do not appear to be any materially adverse
consequences to the Fund relating to the Year 2000 issue.

PLAN OF DISTRIBUTION

The Fund has adopted a Plan of Distribution, or "12b-1 Plan" under which it may
finance activities primarily intended to sell shares. Under the 12b-1 Plan, the
Fund may pay a distribution fee at an annual rate of up to 0.25% of average
daily net assets of the Fund to the Adviser for services primarily intended to
sell shares and for providing certain shareholder services. These services
include, among other things, processing new shareholder account applications,
preparing and transmitting to the Fund's Transfer Agent computer processable
tapes of all transactions by customers, and serving as the primary source of
information to customers in answering questions concerning the Fund and their
transactions with the Fund.

18
<PAGE>

Payments under the 12b-1 Plan are not tied exclusively to the distribution
and/or shareholder servicing expenses actually incurred by the Adviser, and such
payments may exceed the expenses actually incurred. The Company's Board of
Directors evaluates the Plan on a regular basis.

You should be aware that, over time, 12b-1 fees will increase the costs of your
investment, and may eventually cost you more than other types of sales charges.

GENERAL INFORMATION

The Fund will not issue stock certificates evidencing shares. Instead, your
account will be credited with the number of shares purchased, relieving you of
responsibility for safekeeping of certificates and the need to deliver them upon
redemption. Written confirmations are issued for all purchases of shares.

You will be provided at least semi-annually with a report showing the Fund's
portfolio and other information and annually after the close of the Fund's
fiscal year, which ends December 31, with a report containing audited financial
statements.

The Fund's average annual total return is computed by determining the average
annual compounded rate of return for a specified period that, if applied to a
hypothetical $1000 initial investment, would produce the redeemable value of
that investment at the end of the period, assuming reinvestment of all dividends
and distributions and with recognition of all recurring charges. The Fund may
also utilize a total return calculation for differing periods computed in the
same manner but without annualizing the total return.

In reports or other communications to investors, or in advertising material, the
Fund may describe general economic and market conditions affecting the Fund and
may compare its performance with other mutual funds as listed in the rankings
prepared by Lipper Analytical Services, Inc. or similar nationally recognized
rating services and financial publications that monitor mutual fund performance.
The Fund may also, from time to time, compare its performance to the Standard &
Poors Composite Index of 500 Stocks ("S&P 500"), or some other widely
recognized, unmanaged index of common stock prices.

According to the law of Maryland, under which the Company is incorporated, and
the Company's bylaws, the Company is not required to hold an annual meeting of
shareholders unless required to do so under the Investment Company Act of 1940.
Accordingly, the Company will not hold annual shareholder meetings unless
required to do so under the Act.

The Fund and the Adviser have entered into an Investment Services Agreement,
dated ______, 1999 with Declaration Services Company ("DSC") wherein DSC will
provide substantially all administrative, accounting and transfer agent services
to the Fund. DSC will be paid for such services by the Adviser.

Declaration Distributors, Inc., 555 North Lane, Suite 6160, Conshohocken, PA
19428 ("DDI") has agreed to act as principal underwriter for the Fund's shares,
pursuant to a Distribution Agreement dated March _, 1999. The Agreement will
expire on March _, 2001, unless renewed annually thereafter by the Fund's board
of directors voting as a whole and by a majority of the Fund's "uninterested"
directors, as that term is defined in the Investment Company Act of 1940. Either
party to the Distribution Agreement may terminate the agreement on 60 days
written notice, and the agreement will terminate automatically in the event of
its assignment. DDI will be paid for such services by the Adviser.

19
<PAGE>

FOR MORE INFORMATION

Additional information about the Fund will be available in the Fund's
semi-annual report to shareholders, which will be prepared and sent to all
shareholders of the Fund after the Fund's first six months of operations. In the
Fund's semi-annual report, you will find a discussion of the market conditions
and investment strategies that significantly affected the Fund's performance
during its first six months.

STATEMENT OF ADDITIONAL BY MAIL:
INFORMATION (SAI)
Amidex Funds, Inc.
The SAI contains more detailed c/o Declaration Service Company
Information on all aspects of the 555 North Lane, Suite 6160
Fund. A current SAI, dated March 1, Conshohocken, PA 19428
1999, has been filed with the SEC
and is incorporated by reference BY PHONE: 1-800-___-____
into (is legally a part of) this
prospectus. ON THE INTERNET:
www.Amidexfunds.com
To request a free copy of the SAI,
or the Fund's latest semi-annual Or you may view or obtain these
Report, please contact the Fund. documents from the SEC.

IN PERSON: at the SEC's Public
Reference Room in Washington, D.C.

BY PHONE: 1-800-SEC-0330

BY MAIL: Public Reference Section,
Securities and Exchange Commission,
Washington, D.C. 20549-6009
(duplicating fee required)

ON THE INTERNET: www.sec.gov

The Amidex 35(TM) Index Mutual Fund
c/o Declaration Service Company
555 North Lane, Suite 6160
Conshohocken, PA 19428
1-800-___-____

Investment Company Act No.
811-9123

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

Dated March __, 1998

AMIDEX FUNDS, INC.
26 Broadway, Suite 741
New York, New York 10004

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the Prospectus of The Amidex 35 Index Mutual Fund, dated
March _, 1999. You may obtain a copy of the Prospectus, free of charge, by
writing to Amidex Funds, Inc, c/o The Declaration Group, 555 North Lane, Suite
6160, Conshohocken, PA 19428, phone number 800-___-____.

TABLE OF CONTENTS

Investment Policies and Restrictions Fund Service Providers
Investment Adviser Independent Accountants
Directors and Officers Independent Auditors Report *
Performance Information Financial Statements *
Purchasing and Redeeming Shares
Tax Information
Portfolio Transactions

* to be filed by amendment

INVESTMENT POLICIES AND RESTRICTIONS

The creation, history and organization of the Company is discussed in the
prospectus under the Section entitled "Management of the Fund".

The Fund's investment objective and the manner in which the Fund pursues its
investment objective are generally discussed in the prospectus under the
captions "Risk/Return Summary", "Investment Objectives and Policies" and "Risk
Factors".

The Fund currently is the only series offered by Amidex Funds, Inc., an
open-end, management investment company organized as a Maryland corporation. The
Fund is a non-diversified Fund. The Investment Company Act of 1940 defines a
diversified fund to mean that as to 75% of the Fund's assets (valued at the time
of investment), a fund will not invest more than 5% of its assets in securities
of any one issuer, except in obligations of the United States Government and its
agencies and instrumentalities, thereby reducing the risk of loss. The Fund
normally will invest at least 95% of its net assets in 35 Israeli companies. It
is likely that a few of these companies will comprise a large percentage of the
Fund's portfolio holdings--in excess of the 25% limit on holdings in excess of
5%. As a result, the Fund will not be diversified.

<PAGE>

PORTFOLIO TURNOVER. The Fund has no operating history and therefore has no
reportable portfolio turnover. Higher portfolio turnover rates may result in
higher rates of net realized capital gains to the Fund, thus the portion of the
Fund's distributions constituting taxable gains may increase. In addition,
higher portfolio turnover activity can result in higher brokerage costs to the
Fund. The Fund anticipates that its annual portfolio turnover will be not
greater than 75%.

INVESTMENT RESTRICTIONS. The complete list of the Fund's investment restrictions
is as follows:

The Fund will not:

1. Acquire securities of any one issuer that at the time of investment (a)
represent more than 10% of the voting securities of the issuer or (b) have
a value greater than 10% of the value of the outstanding securities of the
issuer;

2. Borrow money, except from banks for temporary or emergency purposes in
amounts not exceeding 5% of the value of the Fund's net assets at the time
of borrowing;

3. Underwrite the distribution of securities of other issuers, or acquire
"restricted" securities that, in the event of a resale, might be required
to be registered under the Securities Act of 1933;

4. Make margin purchases or short sales of securities;

5. Invest in companies for the purpose of management or the exercise of
control;

6. Lend money (but this restriction shall not prevent the Fund from investing
in debt securities or repurchase agreements, or lend its portfolio
securities).

7. Acquire or retain any security issued by a company, an officer or director
of which is an officer or director of the Company or an officer, director
or other affiliated person of the Advisor.

8. Invest in oil, gas or other mineral exploration or development programs,
although it may invest in marketable securities of companies engaged in
oil, gas or mineral exploration, if such companies are members of the
Amidex 35 Index;

9. Purchase or sell real estate or real estate loans or real estate limited
partnerships, although it may invest in marketable securities of companies
that invest in real estate or interests in real estate, if such companies
are members of the Amidex 35 Index.

10. Purchase warrants on securities, although the Fund may receive and exercise
warrants received Fund as dividends on previous securities purchases.

11. Issue senior securities.

12. Invest in commodities, or invest in futures or options on commodities.

2
<PAGE>

Restrictions 1 through 12 listed above are fundamental policies, and may be
changed only with the approval of a "majority of the outstanding voting
securities" of the Fund as defined in the Investment Company Act of 1940.

The Fund has also adopted the following restrictions that may be changed by the
Board of Directors without shareholder approval:

The Fund may not:

a. Invest more than 50% of its assets (valued at time of investment) in
securities of issuers in a single industry

b. Invest more than 15% of its net assets in securities that are not readily
marketable;

c. Acquire securities of other Investment Companies except (a) by purchase in
the open market, where no commission or profit to a sponsor or dealer
results from such purchase other than the customary broker's commission and
(b) where acquisition results from a dividend or merger, consolidation or
other reorganization.

d. purchase more than 3% of the voting securities of any one investment
company;

e. Pledge, mortgage or hypothecate its assets, except for temporary or
emergency purposes and then to an extent not greater than 5% of its total
assets at cost;

f. Invest more than 10% of the Fund's assets (valued at time of investment) in
initial margin deposits of options or futures contracts;

g. Invest less than 95% of its net assets (valued at the time of investment)
in securities of issuers which are not members of the Amidex 35 Index.

INVESTMENT ADVISER

TransNations Investments, Inc. (the "Adviser") was organized under the laws of
the State of Pennsylvania as an investment advisory corporation in October,
1998. The Adviser registered as an Investment Advisor with the Securities and
Exchange Commission in December, 1998. Mr. Clifford A. Goldstein owns a 40%
interest in and controls the Adviser. The Adviser manages the investment
portfolio and the general business affairs of the Fund pursuant to an investment
services agreement with the Fund dated March 1, 1999 (the "Agreement"). Ron Tira
and Andrea Feist are affiliated persons of the Adviser and act as Directors of
the Company. Neither controls the Adviser.

The Agreement provides that the Adviser shall not be liable for any loss
suffered by the Fund or its shareholders as a consequence of any act or omission
in connection with services under the Agreement, except by reason of the
adviser's willful misfeasance, bad faith, gross negligence, or reckless
disregard of its obligations and duties under the Advisory Agreement.

The Agreement has a term of two years, but may be continued from year to year so
long as its continuance is approved annually (a) by the vote of a majority of
the Directors of the Fund who are not "interested persons" of the Fund or the
Adviser cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Board of Directors as a whole or by the vote of a
majority (as defined in the 1940 Act) of the outstanding shares of the Fund. The
Agreement will terminate automatically in the event of its assignment (as
defined in the 1940 Act).

3
<PAGE>

DIRECTORS AND OFFICERS

The board of directors has overall responsibility for conduct of the Company's
affairs. The day-to-day operations of the Fund are managed by the Adviser,
subject to the bylaws of the Company and review by the Board of Directors. The
directors of the Company, including those directors who are also officers, are
listed below:

Name, Age, Address, Position Principal Occupation For the
with Fund Last Five Years

Clifford A. Goldstein* (Age 41) Managing Partner and Attorney with
President and Director of Fund, Weber, Goldstein, Greenberg, Gallagher,
President, Controlling Partner of Philadelphia, PA, since 1991. B.A. from
Adviser Temple University, Philadelphia, PA,
4/78. J.D. from Temple University School
of Law, 3/82.

Ron Tira* (Age 33) Principal and Director of Fertile
Director of Fund, Minority Partner Crescent Inititiatives, Ltd., Tel-Aviv,
Of Adviser Israel, a financial Management firm,
sine 1997. Lawyer with Firm of Lipa Meir
& Company, Tel-Aviv, Israel, from 8/93
to 3/97. LLB Degree from London School
of Economics and Political Science,
London, England, 1993.

Andrea Kramer Feist* (Age 41) Lawyer, self-employed since 12/95.
Director of Fund, Minority Partner International Derivatives Specialist
Of Adviser with SBG Warburg, New York, NY from 1/94
to 12/95. Attorney with firm of
Cadwalader, Wickersham & Tait, New York,
NY from 10/87 to 1/94. B.A. degree form
Dickinson College, Carlisle, PA, 4/79.
J.D. from Temple University School of
Law, Philadelphia, PA, 3/82. LLM in
taxation from New York University, New
York, NY, 4/86.

Brian Klazmer (Age 40) Principal of the Klazmer Financial
Director Group, Philadelphia, PA, financial
services and Insurance firm. B.A. degree
from Dickinson College, Carlisle, PA in
1980. J.D. from Temple University School
of Law, 1983. Mr. Klazmer has his Series
7 Registered Representative License and
is also licensed for the sale of life
and health insurance.

4
<PAGE>

Micah Harish (Age 62) Retired since 1995. Former Israeli
Chairman of Israeli Board minister of Trade and Industry.
Management, Consulting Israel, Ltd. Currently Chairman of the Board of
Deloitte, Touche Chairman of the
Advisory Committee of Information
Technology Association of Israel.

Daniel Schwartz (Age 37) Director of Trade, Government of Israel
Economic Mission, New york since 1996.
Previously employed in the real estate
development industries in California.
Undergraduate degree from University of
Arizona, Tempe; Graduate studies
undertaken at San Francisco State
University

* Indicates an "interested person" as defined in the Investment Company Act of
1940.

Amidex Funds, Inc. (the "Company") was organized as a Maryland Corporation on
November 12, 1998 (See the Sections titled "Management of the Fund" and "General
Information" in the Fund's Prospectus). The table below sets forth the
compensation anticipated to be paid by the Company to each of the directors of
the Company during the fiscal year ending February 28, 2000.

Name of Director Compensation Pension Annual Total Compensation
from Company Benefits Benefits Paid to Director
- --------------------------------------------------------------------------------
Clifford A. Goldstein 0.00 0.00 0.00 0.00
Andrea Feist 0.00 0.00 0.00 0.00
Ron Tira 0.00 0.00 0.00 0.00
Brian Klazmer 5000.00 0.00 0.00 5000.00
Micah Harish 5000.00 0.00 0.00 5000.00
Daniel Schwartz 5000.00 0.00 0.00 5000.00

Clifford A. Goldstein intends to purchase substantially all of the shares the
Fund prior to the effective date of the Fund's registration and will be deemed
initially to control the Fund.

The Company will call a meeting of shareholders for the purpose of voting upon
the question of removal of a director or directors when requested in writing to
do so by record holders of at least 10% of the Fund's outstanding common shares.
The Company's bylaws contain procedures for the removal of directors by its
stockholders. At any meeting of stockholders, duly called and at which a quorum
is present, the stockholders may by the affirmative vote of the holders of a
majority of the votes entitled to be cast thereon, remove any director or
directors from office and may elect a successor or successors to fill any
resulting vacancies for the unexpired terms of the removed directors.

5
<PAGE>

PERFORMANCE INFORMATION

From time to time the Fund may quote total return figures. "Total Return" for a
period is the percentage change in value during the period of an investment in
Fund shares, including the value of shares acquired through reinvestment of all
dividends and capital gains distributions. "Average Annual Total Return" is the
average annual compounded rate of change in value represented by the Total
Return Percentage for the period.

Average Annual Total Return is computed as follows: P(1+T)[n] = ERV

Where: P = a hypothetical initial investment of $1000]
T = average annual total return
n = number of years
ERV = ending redeemable value of shares at the end of the period

Yield. The Fund may advertise performance in terms of a 30-day yield quotation.
The 30-day yield quotation is computed by dividing the net investment income per
share earned during the period by the maximum offering price per share on the
last day of the period, according to the following formula:

Yield = 2[(a-b/cd + 1)6 - 1]

Where: a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursement)
c = the average daily number of shares outstanding during the period
that they were entitled to receive dividends
d = the maximum offering price per share on the last day of the period

The Fund imposes no sales charges. The Fund's performance is a function of
conditions in the securities markets, portfolio management, and operating
expenses. Although information such as that shown above is useful in reviewing
the Fund's performance and in providing some basis for comparison with other
investment alternatives, it should not be used for comparison with other
investments using different reinvestment assumptions or time periods.

In sales literature, the Fund's performance may be compared with that of market
indices and other mutual funds. In addition to the above computations, the Fund
might use comparative performance as computed in a ranking determined by Lipper
Analytical Services, Morningstar, Inc., or that of another service.

PURCHASING AND REDEEMING SHARES

Information concerning purchases and redemptions of shares is contained in the
Fund's Prospectus under the Sections "Purchasing Shares" and "Redeeming Shares".
This section supplements that information.

Redemptions will be made at net asset value. The Fund's net asset value is
determined on days on which the New York Stock Exchange is open for trading. For
purposes of computing the net asset value of a share of the Fund, securities
traded on security exchanges, or in the over-the-counter market in which
transaction prices are reported, are valued at the last sales price at the time
of valuation or, lacking any reported sales on that day, at the most recent bid
quotations. Securities for which quotations are not available and any other
assets are valued at a fair market value as determined in good faith by the
Advisor, subject to the review and supervision of the board of directors. The
price per share for a purchase order or redemption request is the net asset
value next determined after receipt of the order.

6
<PAGE>

You will be charged a redemption fee equal to 2.00% of the NAV if you redeem
your shares less than 365 calendar days after you buy them. If this fee is
imposed, it would raise the expenses of your shares. This fee is imposed only to
discourage short-term trading of Fund shares. Such fees, when imposed, are
credited directly to the assets of the Fund to help defray the expense to the
Fund of such short-term trading activities. These fees are never used to pay for
distribution or sales fees.

TAX INFORMATION

Information concerning the taxation of the Fund is generally discussed in the
Prospectus under the Section titled "Tax Considerations". This Section
supplements that discussion. However, taxation issues with respect to Israeli
taxation are contained exclusively in the Prospectus.

The Fund intends to qualify as a regulated investment company under Sub Chapter
M of the Internal Revenue Code so as to be relieved of federal income tax on its
capital gains and net investment income currently distributed to its
shareholders. To qualify as a regulated investment company, the Fund must, among
other things, derive at least 90% of its gross income from dividends, interest,
payments with respect to securities loans, gains from the sale or other
disposition of stock, securities, or other income derived with respect to its
business of investing in such stock or securities.

If the Fund qualifies as a regulated investment company and distributes at least
90% of its net investment income, the Fund will not be subject to Federal income
tax on the income so distributed. However, the Fund would be subject to
corporate income tax on any undistributed income other than tax-exempt income
from municipal securities.

The Fund intends to distribute to shareholders, at least annually, substantially
all net investment income and any net capital gains realized from sales of the
Fund's portfolio securities. Dividends from net investment income and
distributions from any net realized capital gains are reinvested in additional
shares of the Fund unless the shareholder has requested in writing to have them
paid by check.

7
<PAGE>

Dividends from investment income and net short-term capital gains are generally
taxable to the shareholder as ordinary income. Distributions of long-term
capital gains are taxable as long-term capital gains regardless of the length of
time shares in the Fund have been held. Distributions are taxable, whether
received in cash or reinvested in shares of the Fund.

Each shareholder is advised annually of the source of distributions for federal
income tax purposes. A shareholder who is not subject to federal income tax will
not be required to pay tax on distributions received.

If shares are purchased shortly before a record date for a distribution, the
shareholder will, in effect, receive a return of a portion of his investment,
but the distribution will be taxable to him even if the net asset value of the
shares is reduced below the shareholder's cost. However, for federal income tax
purposes the original cost would continue as the tax basis.

If a shareholder fails to furnish his social security or other tax
identification number or to certify properly that it is correct, the Fund may be
required to withhold federal income tax at the rate of 31% (backup withholding)
from dividend, capital gain and redemption payments to him. Dividend and capital
gain payments may also be subject to backup withholding if the shareholder fails
to certify properly that he is not subject to backup withholding due to the
under-reporting of certain income.

Taxation of the Shareholder. Taxable distributions generally are included in a
shareholder's gross income for the taxable year in which they are received.
However, dividends declared in October, November and December and made payable
to shareholders of record in such month will be deemed to have been received on
December 31st if paid by the Fund during the following January.

Distributions by the Fund will result in a reduction in the fair market value of
the Fund's shares. Should a distribution reduce the fair market value below a
shareholder's cost basis, such distribution would be taxable to the shareholder
as ordinary income or as a long-term capital gain, even though, from an
investment standpoint, it may constitute a partial return of capital. In
particular, investors should be careful to consider the tax implications of
buying shares of the Fund just prior to a distribution. The price of such shares
include the amount of any forthcoming distribution so that those investors may
receive a return of investment upon distribution which will, nevertheless, be
taxable to them.

A redemption of shares is a taxable event and, accordingly, a capital gain or
loss may be recognized. Each investor should consult a tax advisor regarding the
effect of federal, state, local, and foreign taxes on an investment in the Fund.

Dividends. A portion of the Fund's income may qualify for the dividends-received
deduction available to corporate shareholders to the extent that the Fund's
income is derived from qualifying dividends. Because the Fund may earn other
types of income, such as interest, income from securities loans, non-qualifying
dividends, and short-term capital gains, the percentage of dividends from the
Fund that qualifies for the deduction generally will be less than 100%. The Fund
will notify corporate shareholders annually of the percentage of Fund dividends
that qualifies for the dividend received deductions.

8
<PAGE>

A portion of the Fund's dividends derived from certain U.S. Government
obligations may be exempt from state and local taxation. Short-term capital
gains are distributed as dividend income. The Fund will send each shareholder a
notice in January describing the tax status of dividends and capital gain
distributions for the prior year.

Capital Gain Distribution. Long-term capital gains earned by the Fund from the
sale of securities and distributed to shareholders are federally taxable as
long-term capital gains, regardless of the length of time shareholders have held
their shares. If a shareholder receives a long-term capital gain distribution on
shares of the Fund, and subsequently such shares are sold at a loss, the portion
of the loss equal to the amount of the long-term capital gain distribution may
be considered a long-term loss for tax purposes. Short-term capital gains
distributed by the Fund are taxable to shareholders as dividends, not as capital
gains. Taxation issues are complex and highly individual. You should consult
with your tax advisor concerning the effects of transactions in the Fund.

PORTFOLIO TRANSACTIONS

The Fund will generally purchase and sell securities without regard to the
length of time the security has been held. Accordingly, the rate of portfolio
turnover may be substantial. However, the Fund expects that its annual portfolio
turnover rate will not exceed 75% under normal conditions. However, there can be
no assurance that the Fund will not exceed this rate, and the portfolio turnover
rate may vary from year to year.

High portfolio turnover in any year will result in the payment by the Fund of
above-average transaction costs and could result in the payment by shareholders
of above-average amounts of taxes on realized investment gains. Distributions to
shareholders of such investment gains, to the extent they consist of short-term
capital gains, will be considered ordinary income for federal income tax
purposes.

Decisions to buy and sell securities for the Fund are made by the Adviser
subject to review by the Company's Board of Directors. In placing purchase and
sale orders for portfolio securities for the Fund, it is the policy of the
Adviser to seek the best execution of orders at the most favorable price. In
selecting brokers to effect portfolio transactions, the determination of what is
expected to result in the best execution at the most favorable price involves a
number of largely judgmental considerations. Among these are the Adviser's
evaluations of the broker's efficiency in executing and clearing transactions.
Over-the-counter securities are generally purchased and sold directly with
principal market makers who retain the difference in their cost in the security
and its selling price. In some instances, the Adviser feels that better prices
are available from non-principal market makers that are paid commissions
directly.

9
<PAGE>

FUND SERVICE PROVIDERS

CUSTODIAN Star Bank, N.A. of Cincinnati. Ohio acts as U.S. custodian for the
Fund. As such, Star Bank holds all securities and cash of the Fund, delivers and
receives payment for securities sold, receives and pays for securities
purchased, collects income from investments and performs other duties, all as
directed by officers of the Company. Star Bank does not exercise any supervisory
function over the management of the Fund, the purchase and sale of securities or
the payment of distributions to shareholders.

TRANSFER AGENT Declaration Services Company ("DSC") acts as transfer, dividend
disbursing, and shareholder servicing agent for the Fund pursuant to a written
agreement with the Advisor and Fund. Under the agreement, DSC is responsible for
administering and performing transfer agent functions, dividend distribution,
shareholder administration, and maintaining necessary records in accordance with
applicable rules and regulations.

ADMINISTRATION. DSC also provides services as Administrator to the Fund pursuant
to a written agreement with the Advisor and Fund. The Administrator supervises
all aspects of the operations of the Fund except those performed by the Adviser
under the Fund's investment advisory agreement. The Administrator is responsible
for:

(a) calculating the Fund's net asset value
(b) preparing and maintaining the books and accounts specified in Rule 31a-1
and 31a-2 of the Investment Company Act of 1940
(c) preparing financial statements contained in reports to stockholders of the
Fund
(d) preparing the Fund's federal and state tax returns
(e) preparing reports and filings with the Securities and Exchange Commission
(f) preparing filings with state Blue Sky authorities
(g) maintaining the Fund's financial accounts and records

DISTRIBUTOR Declaration Distributors, Inc., 555 North Lane, Suite 6160,
Conshohocken, PA 19428, a wholly-owned subsidiary of The Declaration Group,
serves as distributor and principal underwriter of the Fund's shares pursuant to
a written agreement with the Adviser and Fund.

INDEPENDENT AUDITORS McCurdy & Associates, CPAs, will serve as the Company's
independent auditors for its first fiscal year.

10
<PAGE>

PART C
OTHER INFORMATION

Item 23. Exhibits
- -------- --------

A. Articles of Incorporation of Registrant- Attached as Exhibit 23A

B. Bylaws of Registrant- Attached as Exhibit 23B

C. None [Not Applicable]

D. Investment Advisory Agreement with TransNations Investments, Inc.- Attached
as Exhibit 23D

E. Distribution Agreement with Declaration Distributors, Inc.- Attached as
Exhibit 23E

F. None [Not Applicable]

G. Custodian Agreement with Star Bank, N.A.- Attached as Exhibit 23G

H. (1) Operating Services Agreement with TransNations Investments, Inc.-
Attached as Exhibit 23H(1)

(2) Investment Services Agreement with Declaration Service Company-
Attached as Exhibit 23H(2)

I. Opinion of Counsel- Attached as Exhibit 23I

J. Consent of Independent Auditors- *

K. None [Not Applicable]

L. Subscription Agreement- Attached as Exhibit 23L

M. Plan of Distribution Pursuant to Rule 12b-1- Attached as Exhibit 23M

N. Financial Data Schedule- Attached as Exhibit 23N

O. Not Applicable

* To be filed by amendment

Item 24. Persons Controlled by or under Common Control with Registrant.
- -------- --------------------------------------------------------------

No person is directly or indirectly controlled by, or under common control with
the Registrant.

Item 25. Indemnification.
- -------- ----------------

Section 2-418 of the General Corporation Law of Maryland authorizes the
registrant to indemnify its directors and officers under specified
circumstances. Section 7 of Article VII of the bylaws of the Registrant (exhibit
2 to the registration statement, which is incorporated herein by reference)
provides in effect that the registrant shall provide certain indemnification to
its directors and officers. In accordance with section 17(h) of the Investment
Company Act, this provision of the bylaws shall not protect any person against
any liability to the registrant or its shareholders to which he or she would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office. With respect to the indemnification provisions of any agreement
entered into by the Company, to the extent that such indemnification provisions
may be inconsistent with, or unenforceable, under any federal or state
securities law, the Company shall not be liable therefore.

Item 26. Business and Other Connections of Investment Adviser.
- -------- -----------------------------------------------------

The Adviser has no other business or other connections.

Item 27. Principal Underwriters.
- -------- -----------------------

Declaration Distributors, Inc., 555 North Lane, Suite 6160, Conshohocken, PA
will be the Fund's principal underwriter.

Item 28. Location of Accounts and Records.
- -------- ---------------------------------

Declaration Service Company.
555 North Lane, Suite 6160
Conshohocken, PA 19468

TransNations Investment, INC.
26 Broadway, Suite 741
New York, New York 10004

Item 29. Management Services.
- -------- --------------------

Declaration Service Company.
555 North Lane, Suite 6160
Conshohocken, PA

Item 30. Undertakings.
- -------- -------------

11
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration to
be signed on its behalf by the undersigned, thereto duly authorized, in the City
of Philadelphia and State of Pennsylvania on the 2nd day of March, 1999.

Amidex Funds, Inc.
(Registrant)

By: /s/ Clifford A. Goldstein, President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.

Name Title Date
- ---- ----- ----

Clifford A. Goldstein President March 2, 1999

Andrea Feist Director March 2, 1999

Ron Tira Director March 2, 1999

Brian Klazmer Director March 2, 1999

Micah Harish Director March 2, 1999

Daniel Schwartz Director March 2, 1999

12
<PAGE>

EXHIBIT INDEX

EXHIBIT 23A- ARTICLES OF INCORPORATION OF REGISTRANT
EXHIBIT 23B- BYLAWS OF REGISTRANT
EXHIBIT 23D- INVESTMENT ADVISORY AGREEMENT
EXHIBIT 23E- DISTRIBUTION AGREEMENT
EXHIBIT 23G- CUSTODIAN AGREEMENT
EXHIBIT 23H(1)- OPERATING SERVICES AGREEMENT
EXHIBIT 23H92)- INVESTMENT COMPANY SERVICES AGREEMENT
EXHIBIT 23I- OPINION AND CONSENT OF COUNSEL
EXHIBIT 23L- SUBSCRIPTION AGREEMENT
EXHIBIT 23M- PLAN OF DISTRIBUTION
EXHIBIT 23 N- FINANCIAL DATA SCHEDULE

EXHIBIT 23A

ARTICLES OF INCORPORATION
OF
AMIDEX FUNDS, INC.

FIRST: The undersigned, Vera M. Norris, whose post office address is 11
East Chase St., Baltimore, MD 21202 being at least eighteen years of age, does
hereby form a corporation under the General Laws of the State of Maryland.

SECOND: The name of the corporation (which is hereinafter called the
Corporation) is:

AMIDEX FUNDS, INC.

THIRD: The purpose or purposes of the corporation shall be: Regulated
Investment Company

FOURTH: The post office address of the principal office of the Corporation
in Maryland is 11 East Chase Street, Baltimore, MD 21202. The name and post
office address of the resident agent is CSC-Lawyers Incorporating Service
Company, at the same address. Said resident agent is a domestic corporation of
the State of Maryland.

FIFTH: The total number of shares of stock which the Corporation has
authority to issue is

Five Hundred Million (500,000,000) at 0.0001 par value

SIXTH: THE NUMBER OF DIRECTORS OF THE Corporation shall be 1 which number
may be increased or decreased pursuant to the by-laws of the Corporation, and so
long as there are less than three (3) stockholders, the number of directors may
be less than three (3) but not less than the number of stockholders, and the
name (s) of the director (s) who shall act until their successors are duly
chosen and qualified is (are):

Clifford A. Goldstein

SEVENTH: the duration of the Corporation shall be perpetual.

IN WITNESS WHEREOF, I have signed these Articles of Incorporation on
November 12, 1998, and severally acknowledged the same to be my act.

----------------------------
Vera M. Norris, Incorporator

ACTION OF SOLE INCORPORATOR
AMIDEX FUNDS, INC.

-------------------------------------

The undersigned, without a meeting, being the sole incorporator of the
Corporation, does hereby elect the persons listed below to serve as directors of
the corporation until the first annual meeting of shareholders and until their
successors are elected and qualify:

Clifford A. Goldstein

-----------------------
Vera M. Norris
Incorporator

Dated: November 12, 1998

EXHIBIT 23B

BY-LAWS OF

AMIDEX FUNDS, INC.

ARTICLE I

OFFICES

Section 1. Principal Office. The principal office of the Corporation in the
State of Maryland shall be in the City of Baltimore.

Section 2. Other Offices. The Corporation may have such other offices in
such places as the Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Annual Meeting. Subject to this Article II, an annual meeting of
Shareholders for the election of Directors and the transaction of such other
business as may properly come before the meeting shall be held at such time and
place as the Board of Directors shall select. The Corporation shall not be
required to hold an annual meeting of its Shareholders in any year in which the
election of directors is not required to be acted upon under the Investment
Company Act of 1940.

Section 2. Special Meetings. Special meetings of Shareholders may be called
at any time by the President, the Secretary or by a majority of the Board of
Directors and shall be held at such time and place as may be stated in the
notice of the meeting.

Special meetings of the Shareholders shall be called by the Secretary upon
receipt of written request of the holders of shares entitled to cast not less
than 10% of the votes entitled to be cast at such meeting, provided that (1)
such request shall state the purposes of such meeting and the matters proposed
to be acted on, and (2) the Shareholders requesting such meeting shall have paid
to the Corporation the reasonably estimated cost of preparing and mailing the
notice thereof, which the Secretary shall determine and specify to such
Shareholders. No special meeting shall be called upon the request of
Shareholders to consider any matter which is substantially the same as a matter
voted upon at any special meeting of the Shareholders held during the preceding
12 months, unless requested by the holders of a majority of all shares entitled
to be voted at such meeting.

Section 3. Place of Meetings. Meetings of Shareholders shall be held at a
location within the Continental United States as the Board of Directors may from
time to time determine.

Section 4. Notice of Meetings; Waiver of Notice. Notice of the place, date
and time of the holding of each Shareholders' meeting and, if the meeting is a
special meeting, the purpose or purposes of the meeting, shall be given
personally or by mail, not less that ten (10) nor more that ninety (90) days
before the date of such meeting, to each Shareholder entitled to vote at such
meeting and to each other shareholder entitled to notice of the meeting. Notice
by mail shall be deemed to be duly given when deposited in the United States
mail addressed to the shareholder at his or her address as it appears on the
records of the Corporation, with postage thereon prepaid.

Notice of any meeting of Shareholders shall be deemed waived by any
shareholder who shall attend such meeting in person or by proxy, or who shall,
either before or after the meeting, submit a signed waiver of notice which is
filed with the records of the meeting.

Section 5. Quorum, Adjournment of Meetings. The presence at any
Shareholders' meeting, in person or by proxy, of Shareholders of one third of
the shares of the stock of the Corporation thereat shall be necessary and
sufficient to constitute a quorum for the transaction of business, except for
any matter which, under applicable statutes or regulatory requirements, requires
approval by a separate vote of one or more classes of stock, in which case the
presence in person or by proxy of Shareholders of one third of the shares of
stock of each class required to vote as a class on the matter shall constitute a
quorum. The holders of a majority of shares entitled to vote at the meeting and
present in person or by proxy, whether or not sufficient to constitute a quorum,
or, any officer present entitled to preside or act as Secretary of such meeting,
may adjourn the meeting without determining the date of a new meeting, or
without notice to a date not more than 120 days after the original record date.
Any business that might have been transacted at the meeting originally called
and so adjourned may be transacted at any such subsequent meeting at which a
quorum is present.

Section 6. Organization. At each meeting of the Shareholders, the Chairman
of the Board (if one has been designated by the Board), or in his or her absence
or inability to act, the President, or in the absence or inability to act of the
Chairman of the Board and the President, the Vice President, shall act as
chairman of the meeting; provided, however, that if no such officer is present
or able to act, a chairman of the meeting shall be elected by a majority of the
Shareholders, present in person or by proxy, at the meeting. The Secretary, or
in his or her absence or inability to act, any person appointed by the chairman
of the meeting, shall act as secretary of the meeting and keep the minutes
thereof.

Section 7. Order of Business. The order of business at all meetings of the
Shareholders shall be as determined by the chairman of the meeting.

Section 8. Voting. Except as otherwise provided by statute or the Articles
of Incorporation, each holder of record of shares of stock of the Corporation
having voting power shall be entitled at each meeting of the Shareholders to one
vote for every full share of such stock, with a fractional vote for any
fractional shares, standing in his or her name on the record of Shareholders of
the Corporation as of the record date determined pursuant to Section 9 of this
Article, or if such record date shall not have been so fixed, then at the later
of (i) the close of business on the day on which notice of the meeting is mailed
or (ii) the thirtieth day before the meeting.

Each shareholder entitled to vote at any meeting of Shareholders may
authorize another person or persons to act for him or her by a proxy signed by
such shareholder or his or her attorney-in-fact. No proxy shall be valid after
the expiration of eleven months from the date thereof, unless otherwise provided
in the proxy. Every proxy shall be revocable at the pleasure of the shareholder
executing it, except in those cases where such proxy states that it is
irrevocable and where law permits an irrevocable proxy. Except as otherwise
provided by statute, the Articles of Incorporation or these By-Laws, any
corporate action to be taken by vote of the Shareholders shall be authorized by
a majority of the total votes validly cast at a meeting of Shareholders at which
a quorum is present.

If a vote shall be taken on any question other than the election of
directors, which shall be by written ballot, then unless required by statute or
these By-Laws, or determined by the chairman of the meeting to be advisable, any
such vote need not be by ballot. On a vote by ballot, each ballot shall be
signed by the shareholder voting, or by his or her proxy, if there be such
proxy, and shall state the number of shares voted.

Section 9. Fixing of Record Date. The Board of Directors may fix a time not
less that 10 nor more than 90 days prior to the date of any meeting of
Shareholders or prior to the last day on which the consent or dissent of
Shareholders may be effectively expressed for any purpose without a meeting, as
the time as of which Shareholders entitled to notice of and to vote at such a
meeting or whose consent or dissent is required or may be expressed for any
purpose, as the case may be, shall be determined; and all persons who were
holders of record of voting stock at such time and no other shall be entitled to
notice of and to vote at such meeting or to express their consent or dissent, as
the case may be. If no record date has been fixed, the record date for the
determination of Shareholders entitled to notice of or to vote at a meeting of
Shareholders shall be the later of the close of business on the day on which
notice of the meeting is mailed or the thirtieth day before the meeting, or, if
notice is waived by all Shareholders, at the close of business on the tenth day
next preceding the day on which the meeting is held. The Board of Directors may
fix a record date for determining Shareholders entitled to receive payment of a
dividend or distribution, but such date shall be not more that 90 days before
the date on which such payment is made. If no record date has been fixed, the
record date for determining Shareholders entitled to receive dividends or
distributions shall be the close of business on the day on which the resolution
of the Board of Directors declaring the dividend or distribution is adopted, but
the payment shall not be made more than 60 days after the date on which the
resolution is adopted.

Section 10. Consent of Shareholders in Lieu of Meeting. Except as otherwise
provided by statute or the Articles of Incorporation, any action required to be
taken at any meeting of Shareholders, or any action which may be taken at any
meeting of such Shareholders, may be taken without a meeting, without prior
notice and without a vote, if the following are filed with the records of
Shareholders meetings: (i) a unanimous written consent which sets forth the
action and is signed by each shareholder entitled to vote on the matter, and
(ii) a written waiver of any right to dissent signed by each shareholder
entitled to notice of the meeting but not entitled to vote thereat.

ARTICLE III
BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors and all powers of
the Corporation may be exercised by or under the authority of the Board of
Directors.

Section 2. Number of Directors. The number of directors shall be fixed from
time to time by resolution of the Board of Directors adopted by a majority of
the Directors then in office; provided, however, that the number of Directors
shall in no event be less that three (3) nor more than twenty-five (25) except
that the Corporation may have less than three (3) but not less than one (1)
Director if there is no stock outstanding, and may have a number of Directors no
fewer than the number of Shareholders so long as there are fewer than three (3)
Shareholders. Any vacancy created by an increase in Directors may be filled in
accordance with Section 6 of this Article III. No reduction in the number of
Directors shall have the effect of removing any Director from office prior to
the expiration of his or her term unless such Director is specifically removed
pursuant to Section 5 of this Article III at the time of such decrease.
Directors need not be Shareholders.

Section 3. Election and Term of Directors. Directors shall be elected
annually, by written ballot at the annual meeting of Shareholders or a special
meeting held for that purpose; provided, however, that if no annual meeting of
the Shareholders of the Corporation is required to be held in a particular year
pursuant to Section 1 of Article II of these By-Laws, Directors shall be elected
at the next annual meeting held. The term of office of each Director shall be
from the time of his or her election and qualification until the election of
Directors next succeeding his or her election and until his or her successor
shall have been elected and shall have qualified.

Section 4. Resignation. A director of the Corporation may resign at any
time by giving written notice of his or her resignation to the Board, or the
Chairman of the Board, or the President, or the Secretary. Any such resignation
shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, immediately upon its receipt;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

Section 5. Removal of Directors. Any Director of the Corporation may be
removed by the Shareholders by a vote of a majority of the shares entitled to be
cast for the election of Directors.

Section 6. Vacancies. If any vacancies shall occur in the Board of
Directors (i) by reason of death, resignation, removal or otherwise, the
remaining directors shall continue to act, and, subject to the provisions of the
Investment Company Act of 1940, such vacancies (if not previously filled by the
Shareholders) may be filled by a majority of the remaining Directors, although
less than a quorum, and (ii) by reason of an increase in the authorized number
of Directors, such vacancies (if not previously filled by the Shareholders) may
be filled only by a majority vote of the entire Board of Directors.

Section 7. Offices, Records, Places of Meetings. The Directors may have one
or more offices and may keep the books of the Corporation outside the State of
Maryland, and within or without the United States of America, at any office or
offices of the Corporation or at any other place as they may from time to time
by resolution determine; and in the case of meetings of the Board of Directors,
such meetings may be held at any place, within or without the United States of
America, as the Board may from time to time by resolution determine, or as shall
be specified or fixed in the respective notices or waivers of notice thereof.

Section 8. Regular Meetings. The Board of Directors from time to time may
provide by resolution for the holding of regular meetings and fix their time and
place as the Board of Directors may determine. Notice of such regular meetings
need not be in writing, provided that notice of any change in the time or place
of such fixed regular meetings shall be communicated promptly to each Director
not present at the meeting at which such change was made, in the manner provided
in Section 9 of this Article III for notice of special meetings. Members of the
Board of Directors or any committee designated thereby may participate in a
meeting of such Board or committee by telephone conference or other
communications method by means of which all persons participating in the meeting
can hear each other at the same time, and participation by such means shall
constitute presence in person at a meeting, subject to the requirements of the
Investment Company Act of 1940.

Section 9. Special Meetings. Special meetings of the Board of Directors may
be held at any time or place and for any purpose when called by the President,
the Secretary or two or more of the Directors. Notice of special meetings,
stating the time and place, shall be communicated to each Director personally by
telephone or transmitted to him or her by mail, telegraph, telefax, telex,
cable, e-mail or wireless at least one day before the meeting.

Section 10. Waiver of Notice. No notice of any meeting of the Board of
Directors or a committee of the Board need be given to any Director who is
present at the meeting or who waives notice of such meeting in writing (which
waiver shall be filed with the records of such meeting), either before or after
the time of the meeting.

Section 11. Quorum and Voting. At all meetings of the Board of Directors,
the presence of one third of the entire Board of Directors shall constitute a
quorum unless there are only two or three Directors, in which case two Directors
shall constitute a quorum. If there is only one Director, the sole Director
shall constitute a quorum. At any adjourned meeting at which a quorum was
present, any business may be transacted at a subsequent meeting, at which a
quorum is present, which might have been transacted at the meeting as originally
called.

Section 12. Organization. The Board may, by resolution adopted by a
majority of the entire Board, designate a Chairman of the Board, who shall
preside at each meeting of the Board. In the absence or inability of the
Chairman of the Board to preside at a meeting, the President, or, in his or her
absence or inability to act, another Director chosen by a majority of the
Directors present, shall act as chairman of the meeting and preside thereat. The
Secretary (or, in his or her absence or inability to act, any person appointed
by the Chairman) shall act as secretary of the meeting and keep the minutes
thereof.

Section 13. Written Consent of Directors in Lieu of a Meeting. Subject to
the provisions of the Investment Company Act of 1940, as amended, any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if all members of the Board
or committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of the Board or
committee.

Section 14. Compensation. Directors may receive compensation for services
to the Corporation in their capacities as directors or otherwise in such manner
and in such amounts as may be fixed from time to time by the Board, subject to
any limitations on such compensation as provided in the Investment Company Act
of 1940.

ARTICLE IV
COMMITTEES

Section 1. Organization. By resolution adopted by the Board of Directors,
the Board may designate one or more committees, including an Executive
Committee, composed of two or more Directors. The Board of Directors shall elect
the Chairmen of such committees. The Board of Directors shall have the power at
any time to change the members of such committees and to fill vacancies in the
committees. The Board may delegate to these committees any of its powers, except
the power to authorize the issuance of stock, declare a dividend or distribution
on stock, recommend to Shareholders any action requiring shareholder approval,
amend these By-Laws, or approve any merger or share exchange which does not
require shareholder approval. If the Board of Directors has given general
authorization for the issuance of stock, a committee of the Board, in accordance
with a general formula or method specified by the Board by resolution or by
adoption of a stock option or other plan, may fix the terms of stock subject to
classification or reclassification and the terms on which any stock may be
issued, including all terms and conditions required or permitted to be
established or authorized by the Board of Directors.

Section 2. Proceedings and Quorum. In the absence of an appropriate
resolution of the Board of Directors, each committee may adopt such rules and
regulations governing its proceedings, quorum and manner of acting as it shall
deem proper and desirable. In the event any member of any committee is absent
from any meeting, the members thereof present at the meeting, whether or not
they constitute a quorum, may appoint a member of the Board of Directors to act
in the place of such absent member.

ARTICLE V
OFFICERS, AGENTS AND EMPLOYEES

Section 1. General. The officers of the Corporation shall be a President, a
Secretary and a Treasurer, and may include one or more Vice Presidents,
Assistant Secretaries or Assistant Treasurers, and such other officers as may be
appointed in accordance with the provisions of Section 8 of this Article.

Section 2. Election, Tenure and Qualifications. The officers of the
Corporation, except those appointed as provided in Section 8 of this Article V,
shall be elected by the Board of Directors at its first meeting and thereafter
annually at an annual meeting. If any officers are not chosen at any annual
meeting, such officers may be chosen at any subsequent regular or special
meeting of the Board. Except as otherwise provided in this Article V, each
officer chosen by the Board of Directors shall hold office until the next annual
meeting of the Board of Directors and until his or her successor shall have been
elected and qualified. Any person may hold one or more offices of the
Corporation except the offices of President and Vice President.

Section 3. Removal and Resignation. Whenever in the judgment of the Board
of Directors the best interest of the Corporation will be served thereby, any
officer may be removed from office by the vote of a majority of the members of
the Board of Directors at any regular meeting or at a special meeting called for
such purpose. Any officer may resign his office at any time by delivering a
written resignation to the Board of Directors, the President, the Secretary, or
any Assistant Secretary. Unless otherwise specified therein, such resignation
shall take effect upon delivery.

Section 4. President. The president shall be the chief executive officer of
the Corporation. Subject to the supervision of the Board of Directors, he or she
shall have general charge of the business, affairs and property of the
Corporation, and general supervision over its officers, employees and agents.
Except as the Board of Directors may otherwise order, he or she may sign in the
name and on behalf of the Corporation all deeds, bonds, contracts, or
agreements. He or she shall exercise such other powers and perform such other
duties as from time to time may be assigned to him or her by the Board of
Directors.

Section 5. Vice president. The Board of Directors may from time to time
elect one or more Vice Presidents who shall have such powers and perform such
duties as from time may be assigned to them by the Board of Directors or the
President. At the request or in the absence or disability of the President, the
Vice President (or, if there are two or more Vice Presidents then the more
senior of such officers present and able to act) may perform all the duties of
the President and, when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. Any Vice President may perform such
duties as the Board of Directors may assign.

Section 6. Treasurer and Assistant Treasurer. The Treasurer shall be the
principal financial and accounting officer of the Corporation and shall have
general charge of the finances and books of account of the Corporation. Except
as otherwise provided by the Board of Directors, he or she shall have general
supervision of the funds and property of the Corporation and of the performance
by the Custodian of its duties with respect thereto. He or she shall render to
the Board of Directors whenever directed by the Board, an account of the
financial condition of the Corporation and of all his or her transactions as
Treasurer; and as soon as possible after the close of each fiscal year, he or
she shall make and submit to the Board of Directors a like report for such
fiscal year. He or she shall perform all acts incidental to the Office of
Treasurer, subject to the control of the Board of Directors.

Any Assistant Treasurer may perform such duties of the Treasurer as the
Treasurer or the Board of Directors may assign, and, in the absence of the
Treasurer, the Assistant Treasurer (or if there are two or more Assistant
Treasurers, then the more senior of such officers present and able to act) may
perform all the duties of the Treasurer.

Section 7. Secretary and Assistant Secretaries. The Secretary shall attend
to the giving and serving of all notices of the Corporation and shall record all
proceedings of the meetings of the Shareholders and Directors in books to be
kept for that purpose. He or she shall keep in safe custody the seal of the
corporation, and shall have charge of the records for the Corporation, including
the stock books and such other books and papers as the Board of Directors may
direct and such books, reports, certificates and other documents required by law
to be kept, all of which shall at all reasonable times be open to inspection by
any Director. He or she shall perform such other duties as appertain to his or
her office or as may be required by the Board of Directors.

Any Assistant Secretary may perform such duties of the Secretary as the
Secretary or the Board of Directors may assign, and, in the absence of the
Secretary, he or she (or if there are two or more Assistant Secretaries, then
the more senior of such officers present and able to act) may perform all the
duties of the Secretary.

Section 8. Subordinate Officers. The Board of Directors from time to time
may appoint such other officers or agents as it may deem advisable, each of whom
shall have such title, hold office for such period, have such authority and
perform such duties as the Board of Directors may determine. The Board of
Directors may from time to time delegate to one or more officers or agents the
power to appoint any such subordinate officers or agents and to prescribe their
rights, terms of office, authorities and duties.

Section 9. Remuneration. The salaries or other compensation of the officers
of the Corporation shall be fixed from time to time by resolution of the Board
of Directors, except that the Board of Directors may by resolution delegate to
any person or group of persons the power to fix the salaries or other
compensation of any subordinate officers or agents appointed in accordance with
the provisions of Section 8 of this Article V.

Section 10. Surety Bonds. The Board of Directors may require any officer or
agent of the Corporation to execute a bond (including, without limitation, any
bond required by the Investment Company Act of 1940, as amended, and the rules
and regulations of the Securities and Exchange Commission) to the Corporation in
such sum and with such surety or sureties as the Board of Directors may
determine, conditioned upon the faithful performance of his or her duties to the
Corporation, including responsibility for negligence and for the accounting of
any of the Corporation's property, funds or securities that may come into his or
her hands.

ARTICLE VI
INDEMNIFICATION

The Corporation shall indemnify (a) its Directors and officers, whether serving
the Corporation or, at its request, any other entity, to the full extent
required or permitted by (i) Maryland law now or hereafter in force, including
the advance of expenses under the procedures and to the full extent permitted by
law, and (ii) the Investment Company Act of 1940, as amended, and (b) other
employees and agents to such extent as shall be authorized by the Board of
Directors and as permitted by law. The foregoing rights of indemnification shall
not be exclusive of any other rights to which those seeking indemnification may
be entitled. The Board of Directors may take such action as is necessary to
carry out these indemnification provisions and is expressly empowered to adopt,
approve and amend from time to time such resolutions or contracts implementing
such provisions or such further indemnification arrangements as may be permitted
by law.

ARTICLE VII
CAPITAL STOCK

Section 1. Stock Certificates. The interest of each shareholder of the
Corporation may be evidenced by certificates for shares of stock in such form as
the Board of Directors may from time to time prescribe. The certificates
representing shares of stock shall be signed by or in the name of the
Corporation by the President or a Vice President and countersigned by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.
Certificates may be sealed with the actual corporate seal or a facsimile of it
or in any other form. Any or all of the signatures of the seal on the
certificate may be manual or facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate shall be issued, it may be issued by the Corporation
with the same effect as if such officer, transfer agent or registrar were still
in office at the date of issue unless written instructions of the Corporation to
the contrary are delivered to such officer, transfer agent or registrar.

Section 2. Stock Ledgers. The stock ledgers of the Corporation, containing
the names and addresses of the Shareholders and the number of shares held by
them respectively, shall be kept at the principal offices of the Corporation or,
if the Corporation employs a transfer agent, at the offices of the transfer
agent of the Corporation.

Section 3. Transfers of Shares. Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only by the
registered holder thereof, or by his or her attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary or with a transfer
agent or transfer clerk, and on surrender of the certificate or certificates, if
issued, for such shares properly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, with such proof of the
authenticity of the signature as the Corporation or its agents may reasonably
require and the payment of all taxes thereon. Except as otherwise provided by
law, the Corporation shall be entitled to recognize the exclusive right of a
person in whose name any share or shares stand on the record of Shareholders as
the owner of such share or shares for all purposes, including, without
limitation, the rights to receive dividends or other distributions, and to vote
as such owner, and the Corporation shall not be bound to recognize any equitable
or legal claim to or interest in any such share or shares on the part of any
other person. The Board may make such additional rules and regulations, not
inconsistent with these By-Laws, as it may deem expedient concerning the issue,
transfer and registration of certificates for shares of stock of the
Corporation.

Section 4. Transfer Agents and Registrars. The Board of Directors may from
time to time appoint or remove transfer agents and/or registrars of transfers of
shares of stock of the Corporation, and it may appoint the same person as both
transfer agent and registrar. Upon any such appointment being made all
certificates representing shares of capital stock thereafter issued shall be
countersigned by one of such transfer agents or by one of such registrars of
transfers or by both and shall not be valid unless so countersigned. If the same
person shall be both transfer agent and registrar, only one countersignature by
such person shall be required.

Section 5. Lost, Destroyed or Mutilated Certificates. The holder of any
certificates representing shares of stock of the Corporation shall immediately
notify the Corporation of any loss, destruction or mutilation of such
certificate, and the Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it which the owner thereof shall
allege to have been lost or destroyed or which shall have been mutilated, and
the Board may, in its discretion, require such owner or his or her legal
representatives to give to the Corporation a bond in such sum, limited or
unlimited, and in such form and with such surety or sureties, as the Board in
its absolute discretion shall determine, to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss or
destruction of any certificate, or issuance of a new certificate. Anything
herein to the contrary notwithstanding, the Board, in its absolute discretion,
may refuse to issue any such new certificate, except pursuant to legal
proceedings under the laws of the State of Maryland.

ARTICLE VIII
SEAL

The seal of the Corporation shall be circular in form and shall bear, in
addition to any other emblem or device approved by the Board of Directors, the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal" and "Maryland." The Board of Directors may otherwise alter the form of the
seal. Said seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced. Any Officer or Director of the
Corporation shall have the authority to affix the corporate seal of the
Corporation to any document requiring the same.

ARTICLE IX
FISCAL YEAR

The fiscal year of the Corporation shall be determined by resolution of the
Board of Directors.

ARTICLE X
DEPOSITORIES AND CUSTODIANS

Section 1. Depositories. The funds of the Corporation shall be deposited
with such banks or other depositories as the Board of Directors of the
Corporation may from time to time determine.

Section 2. Custodians. All securities and other investments shall be
deposited in the safe keeping of such banks or other companies as the Board of
Directors of the Corporation may from time to time determine. Every arrangement
entered into with any bank or other company for the safe keeping of the
securities and investments of the Corporation shall contain provisions complying
with the Investment Company Act of 1940, as amended, and the general rules and
regulations thereunder.

ARTICLE XI
EXECUTION OF INSTRUMENTS

Section 1. Checks, Notes, Drafts, etc. Checks, notes, drafts, acceptances,
bills of exchange and other orders or obligations for the payment of money shall
be signed by such officer or officers or person or persons as the Board or these
By-Laws provide.

Section 2. Sale or Transfer of Securities. Stock certificates, bonds or
other securities owned by the Corporation may be held on behalf of the
Corporation by a Custodian selected by the Board of Directors, and may be
transferred or otherwise disposed of only as allowed pursuant to these By-Laws
and pursuant to authorization by the Board; and when so authorized to be held on
behalf of the Corporation or sold, transferred or otherwise disposed of, may be
transferred from the name of the Corporation by the signature of the President,
any Vice President or the Treasurer, or pursuant to any procedure approved by
the Board of Directors, subject to applicable law.

ARTICLE XII
INDEPENDENT PUBLIC ACCOUNTANTS

The Corporation shall employ an independent public accountant or a firm of
independent public accountants as its accountants to examine the accounts of the
Corporation and to sign and certify financial statements filed by the
Corporation.

ARTICLE XIII
AMENDMENTS

These By-Laws or any of them may be amended, altered or repealed at any
regular meeting of the Shareholders or at any special meeting of the
Shareholders at which a quorum is present or represented, provided that notice
of the proposed amendment, alteration or repeal be contained in the notice of
such special meeting. These By-Laws may also be amended, altered or repealed by
the affirmative vote of a majority of the Board of Directors, except any
particular By-Law which is specified as not subject to alteration or repeal by
the Board of Directors, subject to the requirements of the Investment Company
Act of 1940, as amended.

EXHIBIT 23(D)
INVESTMENT ADVISORY AGREEMENT

AMIDEX FUNDS, INC

This Agreement is made and entered into as of the 1st of March, 1999 by and
between Amidex Funds, Inc, a Maryland Corporation (the "Fund"), and TransNations
Investments, Inc., a Pennsylvania corporation (hereinafter referred to as
"Adviser").

WHEREAS, the Fund is a diversified, open-end management investment company,
registered under the Investment Company Act of 1940, as amended (the "Act"), and
authorized to issue shares representing interests in the Declaration Money
Market Fund (the "Portfolio"); and

WHEREAS, Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, and engages in the business of asset
management; and

WHEREAS, the Fund desires to retain Adviser to render certain investment
management services to the Fund and Adviser is willing to render such services;

NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:

1. OBLIGATIONS OF INVESTMENT ADVISER

(A) SERVICES. Adviser agrees to perform the following services (the
"Services") for the Fund:

(1) manage the investment and reinvestment of the Portfolio's assets;

(2) continuously review, supervise, and administer the investment program
of the Portfolio;

(3) determine, in its discretion, the securities to be purchased, retained
or sold (and implement those decisions);

(4) provide the Fund with records concerning Adviser's activities which
the Fund is required to maintain; and

(5) render regular reports to the Fund's officers and directors concerning
Adviser's discharge of the foregoing responsibilities.

Adviser shall discharge the foregoing responsibilities subject to the
control of the officers and the directors of the Fund and in compliance with
such policies as the directors may from time to time establish, and in
compliance with the objectives, policies, and limitations of the Portfolio set
forth in the Fund's prospectus and statement of additional information, as
amended from time to time, and with all applicable laws and regulations. All
Services to be furnished by Adviser under this Agreement may be furnished
through the medium of any directors, officers or employees of Adviser or through
such other parties as Adviser may determine from time to time.

Adviser agrees, at its own expense or at the expense of one or more of its
affiliates, to render the Services and to provide the office space, furnishings,
equipment and personnel as may be reasonably required in the judgment of the
Board of Directors of the Fund to perform the Services on the terms and for the
compensation provided herein. Adviser shall authorize and permit any of its
officers, directors and employees, who may be elected as directors or officers
of the Fund, to serve in the capacities in which they are elected.

Except to the extent expressly assumed by Adviser herein and except to the
extent required by law to be paid by Adviser, the Fund shall pay all costs and
expenses in connection with its operation and organization.

(B) BOOKS AND RECORDS. All books and records prepared and maintained by
Adviser for the Fund under this Agreement shall be the property of the Fund and,
upon request therefor, Adviser shall surrender to the Fund such of the books and
records so requested.

2. PORTFOLIO TRANSACTIONS. Adviser is authorized to select the brokers or
dealers that will execute the purchases and sales of portfolio securities for
the Portfolio and is directed to use its best efforts to obtain the best net
results as described in the Fund's prospectus from time to time. Adviser may, in
its discretion, purchase and sell portfolio securities from and to brokers and
dealers who provide the Portfolio with research, analysis, advice and similar
services, and Adviser may pay to these brokers and dealers, in return for
research and analysis, a higher commission or spread than may be charged by
other brokers and dealers, provided that Adviser determines in good faith that
such commission is reasonable in terms either of that particular transaction or
of the overall responsibility of Adviser to the Fund and its other clients and
that the total commission paid by the Fund will be reasonable in relation to the
benefits to the Portfolio over the long-term. Adviser will promptly communicate
to the officers and the directors of the Fund such information relating to
portfolio transactions as they may reasonably request.

3. COMPENSATION OF ADVISER. The Fund will pay to Adviser on the last day of
each month a fee at an annual rate equal to 0.50% of the daily average net asset
value of the Portfolio, such fee to be computed daily based upon the net asset
value of the Portfolio as determined by a valuation made in accordance with the
Fund's procedure for calculating Portfolio net asset value as described in the
Fund's Prospectus and/or Statement of Additional Information. During any period
when the determination of a Portfolio's net asset value is suspended by the
directors of the Fund, the net asset value of a share of that Portfolio as of
the last business day prior to such suspension shall, for the purpose of this
Paragraph 3, be deemed to be net asset value at the close of each succeeding
business day until it is again determined.

4. STATUS OF INVESTMENT ADVISER. The services of Adviser to the Fund are
not to be deemed exclusive, and Adviser shall be free to render similar services
to others so long as its services to the Fund are not impaired thereby. Adviser
shall be deemed to be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for or represent the
Fund in any way or otherwise be deemed an agent of the Fund. Nothing in this
Agreement shall limit or restrict the right of any director, officer or employee
of Adviser, who may also be a director, officer, or employee of the Fund, to
engage in any other business or to devote his or her time and attention in part
to the management or other aspects of any other business, whether of a similar
nature or a dissimilar nature.

5. PERMISSIBLE INTERESTS. Directors, agents, and stockholders of the Fund
are or may be interested in Adviser (or any successor thereof) as directors,
partners, officers, or stockholders, or otherwise, and directors, partners,
officers, agents, and stockholders of Adviser are or may be interested in the
Fund as directors, stockholders or otherwise; and Adviser (or any successor) is
or may be interested in the Fund as a stockholder or otherwise.

6. LIABILITY OF INVESTMENT ADVISER. Adviser assumes no responsibility under
this Agreement other than to render the services called for hereunder in good
faith. Adviser shall not be liable for any error of judgment or for any loss
suffered by the Fund in connection with the matters to which this Agreement
relates, except a loss resulting from a breach of fiduciary duty with respect to
receipt of compensation for services (in which case any award of damages shall
be limited to the period and the amount set forth in Section 36(b)(3) of the
Investment Company Act of 1940 or a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of, or from reckless
disregard by it of its obligations and duties under, this Agreement.

7. TERM. This Agreement shall remain in effect until no later than February
28, 2001, and from year to year thereafter provided such continuance is approved
at least annually by (1) the vote of a majority of the Board of Directors of the
Fund or (2) a vote of a "majority" (as that term is defined in the Investment
Company Act of 1940) of the Fund's outstanding securities, provided that in
either event the continuance is also approved by the vote of a majority of the
directors of the Fund who are not parties to this Agreement or "interested
persons" (as defined in the Act) of any such party, which vote must be cast in
person at meeting called for the purpose of voting on such approval; provided,
however, that;

(a) the Fund may, at any time and without the payment of any penalty,
terminate this Agreement upon 60 days written notice to Adviser;
(b) the Agreement shall immediately terminate in the event of its
assignment (within the meaning of the Act and the Rules thereunder);
and
(c) Adviser may terminate this Agreement without payment of penalty on 60
days written notice to the Fund; and
(d) the terms of paragraph 6 of this Agreement shall survive the
termination of this Agreement.

8. NOTICES. Except as otherwise provided in this Agreement, any notice or
other communication required by or permitted to be given in connection with this
Agreement will be in writing and will be delivered in person or sent by first
class mail, postage prepaid or by prepaid overnight delivery service to the
respective parties as follows:

If to the Fund: If to the Adviser:
- --------------- ------------------

Amidex Funds, Inc. TransNations Investments, Inc.
26 Broadway, Suite 741 26 Broadway, Suite 741
New York, New York 10004 New York, New York 10004
Attn: Clifford A. Goldstein Attn: Clifford A. Goldstein
President President

9. AMENDMENTS. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved by vote of the holders of a majority of the Fund's outstanding
voting securities.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and the year first written above.

Amidex Funds, Inc. TransNations Investments, Inc.

By: ___________________________ By: __________________________
Clifford A. Goldstein Clifford A. Goldstein
President President

ATTEST: ATTEST:

- ------------------------------- ------------------------------
Secretary Secretary
[Corporate Seal] [Corporate Seal]

EXHIBIT 23E

DISTRIBUTION AGREEMENT

AMIDEX FUNDS, INC.

THIS DISTRIBUTION AGREEMENT (the "Agreement") is made as of the 1ST day of
March, 1999 by and among Amidex Funds, Inc. (the "Fund"), a Maryland
corporation, TransNations Investments, Inc. (the "Adviser"), a Pennsylvania
corporation, and Declaration Distributors, Inc. (the "Distributor"), a
Pennsylvania corporation.

WITNESSETH THAT:

WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act")
and has registered its shares of common stock (the "Shares") under the
Securities Act of 1933, as amended (the "1933 Act") in one or more distinct
series of Shares (the "Portfolio" or "Portfolios");

WHEREAS, the Adviser has been appointed investment adviser to the Fund;

WHEREAS, the Distributor is a broker-dealer registered with the U.S.
Securities and Exchange Commission (the "SEC") and a member in good standing of
the National Association of Securities Dealers, Inc. (the "NASD"); and

WHEREAS, the Fund, the Adviser and the Distributor desire to enter into
this Agreement pursuant to which the Distributor will provide distribution
services to the Portfolios of the Fund identified on Schedule A, as may be
amended from time to time, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Fund, the Adviser and the Distributor,
intending to be legally bound hereby, agree as follows:

1. APPOINTMENT OF DISTRIBUTOR. The Fund hereby appoints the Distributor as
its exclusive agent for the distribution of the Shares, and the Distributor
hereby accepts such appointment under the terms of this Agreement. The Fund
shall not sell any Shares to any person except to fill orders for the Shares
received through the Distributor; provided, however, that the foregoing
exclusive right shall not apply: (i) to Shares issued or sold in connection with
the merger or consolidation of any other investment company with the Fund or the
acquisition by purchase or otherwise of all or substantially all of the assets
of any investment company or substantially all of the outstanding shares of any
such company by the Fund; (ii) to Shares which may be offered by the Fund to its
shareholders for reinvestment of cash distributed from capital gains or net
investment income of the Fund; or (iii) to Shares which may be issued to
shareholders of other funds who exercise any exchange privilege set forth in the
Fund's Prospectus. Notwithstanding any other provision hereof, the Fund may
terminate, suspend, or withdraw the offering of the Shares whenever, in its sole
discretion, it deems such action to be desirable, and the Distributor shall
process no further orders for Shares after it receives notice of such
termination, suspension or withdrawal.

2. FUND DOCUMENTS. The Fund has provided the Administrator with properly
certified or authenticated copies of the following Fund related documents in
effect on the date hereof: the Fund's organizational documents, including
Articles of Incorporation and by-laws; the Fund's Registration Statement on Form
N-1A, including all exhibits thereto; the Fund's most current Prospectus and
Statement of Additional Information; and resolutions of the Fund's Board of
Directors authorizing the appointment of the Distributor and approving this
Agreement. The Fund shall promptly provide to the Distributor copies, properly
certified or authenticated, of all amendments or supplements to the foregoing.
The Fund shall provide to the Distributor copies of all other information which
the Distributor may reasonably request for use in connection with the
distribution of Shares, including, but not limited to, a certified copy of all
financial statements prepared for the Fund by its independent public
accountants. The Fund shall also supply the Distributor with such number of
copies of the current Prospectus, Statement of Additional Information and
shareholder reports as the Distributor shall reasonably request.

3. DISTRIBUTION SERVICES. The Distributor shall sell and repurchase Shares
as set forth below, subject to the registration requirements of the 1933 Act and
the rules and regulations thereunder, and the laws governing the sale of
securities in the various states ("Blue Sky Laws"):

a. The Distributor, as agent for the Fund, shall sell Shares to the
public against orders therefor at the public offering price, as
determined in accordance with the Fund's then current Prospectus and
Statement of Additional Information.

b. The net asset value of the Shares shall be determined in the manner
provided in the then current Prospectus and Statement of Additional
Information. The net asset value of the Shares shall be calculated by
the Fund or by another entity on behalf of the Fund. The Distributor
shall have no duty to inquire into or liability for the accuracy of
the net asset value per Share as calculated.

c. Upon receipt of purchase instructions, the Distributor shall transmit
such instructions to the Fund or its transfer agent for registration
of the Shares purchased.

d. The Distributor shall also have the right to take, as agent for the
Fund, all actions which, in the Distributor's judgment, are necessary
to effect the distribution of Shares.

e. Nothing in this Agreement shall prevent the Distributor or any
"affiliated person" from buying, selling or trading any securities for
its or their own account or for the accounts of others for whom it or
they may be acting; provided, however, that the Distributor expressly
agrees that it shall not for its own account purchase any Shares of
the Fund except for investment purposes and that it shall not for its
own account sell any such Shares except for redemption of such Shares
by the Fund, and that it shall not undertake activities which, in its
judgment, would adversely affect the performance of its obligations to
the Fund under this Agreement.

f. The Distributor, as agent for the Fund, shall repurchase Shares at
such prices and upon such terms and conditions as shall be specified
in the Prospectus.

4. DISTRIBUTION SUPPORT SERVICES. In addition to the sale and repurchase of
Shares, the Distributor shall perform the distribution support services set
forth on Schedule B attached hereto, as may be amended from time to time. Such
distribution support services shall include: Review of sales and marketing
literature and submission to the NASD; NASD record keeping; and quarterly
reports to the Fund's Board of Directors. Such distribution support services may
also include: fulfillment services, including telemarketing, printing, mailing
and follow-up tracking of sales leads; and licensing Adviser or Fund personnel
as registered representatives of the Distributor and related supervisory
activities.

5. REASONABLE EFFORTS. The Distributor shall use all reasonable efforts in
connection with the distribution of Shares. The Distributor shall have no
obligation to sell any specific number of Shares and shall only sell Shares
against orders received therefor. The Fund shall retain the right to refuse at
any time to sell any of its Shares for any reason deemed adequate by it.

6. COMPLIANCE. In furtherance of the distribution services being provided
hereunder, the Distributor and the Fund agree as follows:

a. The Distributor shall comply with the Rules of Conduct of the NASD and
the securities laws of any jurisdiction in which it sells, directly or
indirectly, Shares.

b. The Distributor shall require each dealer with whom the Distributor
has a selling agreement to conform to the applicable provisions of the
Fund's most current Prospectus and Statement of Additional
Information, with respect to the public offering price of the Shares.

c. The Fund agrees to furnish to the Distributor sufficient copies of any
agreements, plans, communications with the public or other materials
it intends to use in connection with any sales of Shares in a timely
manner in order to allow the Distributor to review, approve and file
such materials with the appropriate regulatory authorities and obtain
clearance for use. The Fund agrees not to use any such materials until
so filed and cleared for use by appropriate authorities and the
Distributor.

d. The Distributor, at its own expense, shall qualify as a broker or
dealer, or otherwise, under all applicable Federal or state laws
required to permit the sale of Shares in such states as shall be
mutually agreed upon by the parties; provided, however that the
Distributor shall have no obligation to register as a broker or dealer
under the Blue Sky Laws of any jurisdiction if it determines that
registering or maintaining registration in such jurisdiction would be
uneconomical.

e. The Distributor shall not, in connection with any sale or solicitation
of a sale of the Shares, or make or authorize any representative,
service organization, broker or dealer to make, any representations
concerning the Shares except those contained in the Fund's most
current Prospectus covering the Shares and in communications with the
public or sales materials approved by the Distributor as information
supplemental to such Prospectus.

7. EXPENSES. Expenses shall be allocated as follows:

a. The Fund shall bear the following expenses: preparation, setting in
type, and printing of sufficient copies of the Prospectus and
Statement of Additional Information for distribution to existing
shareholders; preparation and printing of reports and other
communications to existing shareholders; distribution of copies of the
Prospectus, Statement of Additional Information and all other
communications to existing shareholders; registration of the Shares
under the Federal securities laws; qualification of the Shares for
sale in the jurisdictions mutually agreed upon by the Fund and the
Distributor; transfer agent/shareholder servicing agent services;
supplying information, prices and other data to be furnished by the
Fund under this Agreement; and any original issue taxes or transfer
taxes applicable to the sale or delivery of the Shares or certificates
therefor.

b. The Adviser shall pay all other expenses incident to the sale and
distribution of the Shares sold hereunder, including, without
limitation: printing and distributing copies of the Prospectus,
Statement of Additional Information and reports prepared for use in
connection with the offering of Shares for sale to the public;
advertising in connection with such offering, including public
relations services, sales presentations, media charges, preparation,
printing and mailing of advertising and sales literature; data
processing necessary to support a distribution effort; distribution
and shareholder servicing activities of broker-dealers and other
financial institutions; filing fees required by regulatory authorities
for sales literature and advertising materials; any additional
out-of-pocket expenses incurred in connection with the foregoing and
any other costs of distribution.

8. COMPENSATION. For the distribution and distribution support services
provided by the Distributor pursuant to the terms of the Agreement, the Adviser
shall pay to the Distributor the compensation set forth in Schedule A attached
hereto, which schedule may be amended from time to time. The Adviser shall also
reimburse the Distributor for its out-of-pocket expenses related to the
performance of its duties hereunder, including, without limitation,
telecommunications charges, postage and delivery charges, record retention
costs, reproduction charges and traveling and lodging expenses incurred by
officers and employees of the Distributor. The Adviser shall pay the
Distributor's monthly invoices for distribution fees and out-of-pocket expenses
within ten days of the respective month-end. If this Agreement becomes effective
subsequent to the first day of the month or terminates before the last day of
the month, the Fund shall pay to the Distributor a distribution fee that is
prorated for that part of the month in which this Agreement is in effect. All
rights of compensation and reimbursement under this Agreement for services
performed by the Distributor as of the termination date shall survive the
termination of this Agreement.

9. USE OF DISTRIBUTOR'S NAME. The Fund shall not use the name of the
Distributor or any of its affiliates in the Prospectus, Statement of Additional
Information, sales literature or other material relating to the Fund in a manner
not approved prior thereto in writing by the Distributor; provided, however,
that the Distributor shall approve all uses of its and its affiliates' names
that merely refer in accurate terms to their appointments or that are required
by the Securities and Exchange Commission (the "SEC") or any state securities
commission; and further provided, that in no event shall such approval be
unreasonably withheld.

10. USE OF FUND'S NAME. Neither the Distributor nor any of its affiliates
shall use the name of the Fund or material relating to the Fund on any forms
(including any checks, bank drafts or bank statements) for other than internal
use in a manner not approved prior thereto by the Fund; provided, however, that
the Fund shall approve all uses of its name that merely refer in accurate terms
to the appointment of the Distributor hereunder or that are required by the SEC
or any state securities commission; and further provided, that in no event shall
such approval be unreasonably withheld.

11. LIABILITY OF DISTRIBUTOR. The duties of the Distributor shall be
limited to those expressly set forth herein, and no implied duties are assumed
by or may be asserted against the Distributor hereunder. The Distributor shall
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the matters to which this Agreement
relates, except to the extent of a loss resulting from willful misfeasance, bad
faith or negligence, or reckless disregard of its obligations and duties under
this Agreement. As used in this Section 9 and in Section 10 (except the second
paragraph of Section 10), the term "Distributor" shall include directors,
officers, employees and other agents of the Distributor.

12. INDEMNIFICATION OF DISTRIBUTOR. The Fund shall indemnify and hold
harmless the Distributor against any and all liabilities, losses, damages,
claims and expenses (including, without limitation, reasonable attorneys' fees
and disbursements and investigation expenses incident thereto) which the
Distributor may incur or be required to pay hereafter, in connection with any
action, suit or other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which the Distributor may be involved as
a party or otherwise or with which the Distributor may be threatened, by reason
of the offer or sale of the Fund shares prior to the effective date of this
Agreement.

Any director, officer, employee, shareholder or agent of the Distributor
who may be or become an officer, director, employee or agent of the Fund, shall
be deemed, when rendering services to the Fund or acting on any business of the
Fund (other than services or business in connection with the Distributor's
duties hereunder), to be rendering such services to or acting solely for the
Fund and not as a director, officer, employee, shareholder or agent, or one
under the control or direction of the Distributor, even though receiving a
salary from the Distributor.

The Fund agrees to indemnify and hold harmless the Distributor, and each
person, who controls the Distributor within the meaning of Section 15 of the
1933 Act, or Section 20 of the Securities Exchange Act of 1934, as amended
("1934 Act"), against any and all liabilities, losses, damages, claims and
expenses, joint or several (including, without limitation, reasonable attorneys'
fees and disbursements and investigation expenses incident thereto) to which
they, or any of them, may become subject under the 1933 Act, the 1934 Act, the
1940 Act or other Federal or state laws or regulations, at common law or
otherwise, insofar as such liabilities, losses, damages, claims and expenses (or
actions, suits or proceedings in respect thereof) arise out of or relate to any
untrue statement or alleged untrue statement of a material fact contained in a
Prospectus, Statement of Additional Information, supplement thereto, sales
literature or other written information prepared by the Fund and provided by the
Fund to the Distributor for the Distributor's use hereunder, or arise out of or
relate to any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading. The Distributor (or any person controlling the Distributor) shall
not be entitled to indemnity hereunder for any liabilities, losses, damages,
claims or expenses (or actions, suits or proceedings in respect thereof)
resulting from (i) an untrue statement or omission or alleged untrue statement
or omission made in the Prospectus, Statement of Additional Information, or
supplement, sales or other literature, in reliance upon and in conformity with
information furnished in writing to the Fund by the Distributor specifically for
use therein or (ii) the Distributor's own willful misfeasance, bad faith,
negligence or reckless disregard of its duties and obligations in the
performance of this Agreement.

The Distributor agrees to indemnify and hold harmless the Fund, and each
person who controls the Fund within the meaning of Section 15 of the 1933 Act,
or Section 20 of the 1934 Act, against any and all liabilities, losses, damages,
claims and expenses, joint or several (including, without limitation reasonable
attorneys' fees and disbursements and investigation expenses incident thereto)
to which they, or any of them, may become subject under the 1933 Act, the 1934
Act, the 1940 Act or other Federal or state laws, at common law or otherwise,
insofar as such liabilities, losses, damages, claims or expenses arise out of or
relate to any untrue statement or alleged untrue statement of a material fact
contained in the Prospectus or Statement of Additional Information or any
supplement thereto, or arise out of or relate to any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, if based upon
information furnished in writing to the Fund by the Distributor specifically for
use therein.

A party seeking indemnification hereunder (the "Indemnitee") shall give
prompt written notice to the party from whom indemnification is sought
("Indemnitor") of a written assertion or claim of any threatened or pending
legal proceeding which may be subject to indemnity under this Section; provided,
however, that failure to notify the Indemnitor of such written assertion or
claim shall not relieve the Indemnitor of any liability arising from this
Section. The Indemnitor shall be entitled, if it so elects, to assume the
defense of any suit brought to enforce a claim subject to this Indemnity and
such defense shall be conducted by counsel chosen by the Indemnitor and
satisfactory to the Indemnitee; provided, however, that if the defendants
include both the Indemnitee and the Indemnitor, and the Indemnitee shall have
reasonably concluded that there may be one or more legal defenses available to
it which are different from or additional to those available to the Indemnitor
("conflict of interest"), the Indemnitor shall not have the right to elect to
defend such claim on behalf of the Indemnitee, and the Indemnitee shall have the
right to select separate counsel to defend such claim on behalf of the
Indemnitee. In the event that the Indemnitor elects to assume the defense of any
suit pursuant to the preceding sentence and retains counsel satisfactory to the
Indemnitee, the Indemnitee shall bear the fees and expenses of additional
counsel retained by it, except for reasonable investigation costs which shall be
borne by the Indemnitor. If the Indemnitor (i) does not elect to assume the
defense of a claim, (ii) elects to assume the defense of a claim but chooses
counsel that is not satisfactory to the Indemnitee or (iii) has no right to
assume the defense of a claim because of a conflict of interest, the Indemnitor
shall advance or reimburse the Indemnitee, at the election of the Indemnitee,
reasonable fees and disbursements of any counsel retained by Indemnitee,
including reasonable investigation costs.

13. DUAL EMPLOYEES. The Adviser agrees that only its employees who are
registered representatives of the Distributor ("dual employees") shall offer or
sell Shares of the Portfolios and further agrees that the activities of any such
employees as registered representatives of the Distributor shall be limited to
offering and selling Shares. If there are dual employees, one employee of the
Adviser shall register as a principal of the Distributor and assist the
Distributor in monitoring the marketing and sales activities of the dual
employees. The Adviser shall maintain errors and omissions and fidelity bond
insurance policies providing reasonable coverage for its employees activities
and shall provide copies of such policies to the Distributor. The Adviser shall
indemnify and hold harmless the Distributor against any and all liabilities,
losses, damages, claims and expenses (including reasonable attorneys' fees and
disbursements and investigation costs incident thereto) arising from or related
to the Adviser's employees' activities as registered representatives of the
Distributor, including, without limitation, any and all such liabilities,
losses, damages, claims and expenses arising from or related to the breach by
such dual employees of any rules or regulations of the NASD or SEC.

14. FORCE MAJEURE. The Distributor shall not be liable for any delays or
errors occurring by reason of circumstances not reasonably foreseeable and
beyond its control, including, but not limited, to acts of civil or military
authority, national emergencies, work stoppages, fire, flood, catastrophe, acts
of God, insurrection, war, riot or failure of communication or power supply. In
the event of equipment breakdowns which are beyond the reasonable control of the
Distributor and not primarily attributable to the failure of the Distributor to
reasonably maintain or provide for the maintenance of such equipment, the
Distributor shall, at no additional expense to the Fund, take reasonable steps
in good faith to minimize service interruptions, but shall have no liability
with respect thereto.

15. SCOPE OF DUTIES. The Distributor and the Fund shall regularly consult
with each other regarding the Distributor's performance of its obligations and
its compensation under the foregoing provisions. In connection therewith, the
Fund shall submit to the Distributor at a reasonable time in advance of filing
with the SEC copies of any amended or supplemented Registration Statement of the
Fund (including exhibits) under the 1940 Act and the 1933 Act, and at a
reasonable time in advance of their proposed use, copies of any amended or
supplemented forms relating to any plan, program or service offered by the Fund.
Any change in such materials that would require any change in the Distributor's
obligations under the foregoing provisions shall be subject to the Distributor's
approval. In the event that a change in such documents or in the procedures
contained therein increases the cost or burden to the Distributor of performing
its obligations hereunder, the Distributor shall be entitled to receive
reasonable compensation therefore.

16. DURATION. This Agreement shall become effective as of the date first
above written, and shall continue in force for two years from that date and
thereafter from year to year, provided continuance is approved at least annually
by either (i) the vote of a majority of the Directors of the Fund, or by the
vote of a majority of the outstanding voting securities of the Fund, and (ii)
the vote of a majority of those Directors of the Fund who are not interested
persons of the Fund, and who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on the approval.

17. TERMINATION. This Agreement shall terminate as follows:

a. This Agreement shall terminate automatically in the event of its
assignment.

b. This Agreement shall terminate upon the failure to approve the
continuance of the Agreement after the initial two year term as set
forth in Section 16 above.

c. This Agreement shall terminate at any time upon a vote of the majority
of the Directors who are not interested persons of the Fund or by a
vote of the majority of the outstanding voting securities of the Fund,
upon not less than 60 days prior written notice to the Distributor.

d. The Distributor may terminate this Agreement upon not less than 60
days prior written notice to the Fund.

Upon the termination of this Agreement, the Fund shall pay to the
Distributor such compensation and out-of-pocket expenses as may be payable for
the period prior to the effective date of such termination. In the event that
the Fund designates a successor to any of the Distributor's obligations
hereunder, the Distributor shall, at the expense and direction of the Fund,
transfer to such successor all relevant books, records and other data
established or maintained by the Distributor pursuant to the foregoing
provisions.

Sections 7, 8, 9, 10, 11, 12, 13, 14, 15, 17, 21, 22, 24, 25 and 26 shall
survive any termination of this Agreement.

18. AMENDMENT. The terms of this Agreement shall not be waived, altered,
modified, amended or supplemented in any manner whatsoever except by a written
instrument signed by the Distributor, the Adviser and the Fund and shall not
become effective unless its terms have been approved by the majority of the
Directors of the Fund or by a "vote of a majority of the outstanding voting
securities" of the Fund and by a majority of those Directors who are not
"interested persons" of the Fund or any party to this Agreement.

19. NON-EXCLUSIVE SERVICES. The services of the Distributor rendered to the
Fund are not exclusive. The Distributor may render such services to any other
investment company.

20. DEFINITIONS. As used in this Agreement, the terms "vote of a majority
of the outstanding voting securities," "assignment," "interested person" and
"affiliated person" shall have the respective meanings specified in the 1940 Act
and the rules enacted thereunder as now in effect or hereafter amended.

21. CONFIDENTIALITY. The Distributor shall treat confidentially and as
proprietary information of the Fund all records and other information relating
to the Fund and prior, present or potential shareholders and shall not use such
records and information for any purpose other than performance of its
responsibilities and duties hereunder, except as may be required by
administrative or judicial tribunals or as requested by the Fund.

22. NOTICE. Any notices and other communications required or permitted
hereunder shall be in writing and shall be effective upon delivery by hand or
upon receipt if sent by certified or registered mail (postage prepaid and return
receipt requested) or by a nationally recognized overnight courier service
(appropriately marked for overnight delivery) or upon transmission if sent by
telex or facsimile (with request for immediate confirmation of receipt in a
manner customary for communications of such respective type and with physical
delivery of the communication being made by one or the other means specified in
this Section 20 as promptly as practicable thereafter). Notices shall be
addressed as follows: (a) if to the Fund: Amidex Funds, Inc. 26 Broadway, Suite
741 New York, New York 10004 Attention: Clifford A. Goldstein

(b) if to the Adviser:
TransNations Investments, Inc.
26 Broadway, Suite 741
New York, New York 10004
Attention: Clifford A. Goldstein

(c) if to the Distributor:
Declaration Distributors, Inc.
555 North Lane, Suite 6160
Conshohocken, PA 19428
Attn: Terence P. Smith, President

or to such other respective addresses as the parties shall designate by like
notice, provided that notice of a change of address shall be effective only upon
receipt thereof.

23. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.

24. GOVERNING LAW. This Agreement shall be administered, construed and
enforced in accordance with the laws of the Commonwealth of Pennsylvania to the
extent that such laws are not preempted by the provisions of any law of the
United States heretofore or hereafter enacted, as the same may be amended from
time to time.

25. ENTIRE AGREEMENT. This Agreement (including the Exhibits attached
hereto) contains the entire agreement and understanding of the parties with
respect to the subject matter hereof and supersedes all prior written or oral
agreements and understandings with respect thereto.

26. MISCELLANEOUS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction. This Agreement may be executed in two counterparts,
each of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.

Amidex Funds, Inc.

By: /s/ Clifford A. Goldstein
------------------------------
President

TransNations Investments, Inc.

By: /s/ Clifford A. Goldstein
------------------------------
President

Declaration Distributors, Inc.

By: /s/ Terence P. Smith
------------------------------
Chief Executive Officer

<PAGE>

SCHEDULE A

AMIDEX FUNDS, INC.

PORTFOLIO AND FEE SCHEDULE
- --------------------------

Portfolios covered by Distribution Agreement:

The Amidex 35 Mutual Fund

Fees for distribution and distribution support services on behalf of the
Portfolios:

$20,000 per annum

<PAGE>

SCHEDULE B

AMIDEX FUNDS, INC.

DISTRIBUTION SUPPORT SERVICES
- -----------------------------

1. Provide national broker dealer for Fund registration.

2. Review and submit for approval to the NASD all advertising and
promotional materials.

3. Maintain all books and records required by the NASD.

4. Subject to approval of Distributor, license personnel as registered
representatives of the Distributor to distribute no load fund shares
sponsored by the Adviser.

5. Telemarketing services (additional cost- to be negotiated).

6. Fund fulfillment services, including sampling prospective shareholders
inquiries and related mailings (additional cost-to be negotiated).

EXHIBIT 23G

CUSTODY AGREEMENT

This agreement (the "Agreement") is entered into as of the 8th day of
January, 1999 by and between Amidex Funds, Inc., (the "Fund"), an open-end
diversified investment management company organized under the laws of Maryland
and having its office at 26 Broadway, Suite 741, New York, New York and Star
Bank, National Association, (the "Custodian"), a national banking association
having its principal office at 425 Walnut Street, Cincinnati, Ohio, 45202.

WHEREAS, the Fund and the Custodian desire to enter into this Agreement to
provide for the custody and safekeeping of the assets of the Fund as required by
the Investment Company Act of 1940, as amended (the "Act").

WHEREAS, the Fund hereby appoints the Custodian as custodian of all the
Fund's Securities and moneys at any time owned by the Fund during the term of
this Agreement (the "Fund Assets").

WHEREAS, the Custodian hereby accepts such appointment as Custodian and
agrees to perform the duties thereof as hereinafter set forth.

THEREFORE, in consideration of the mutual promises hereinafter set forth,
the Fund and the Custodian agree as follows:

ARTICLE I
DEFINITIONS

The following words and phrases, when used in this Agreement, unless the
context otherwise requires, shall have the following meanings:

Authorized Person - the Chairman, President, Secretary, Treasurer,
Controller, or Senior Vice President of the Fund, or any other person, whether
or not any such person is an officer or employee of the Fund, duly authorized by
the Board of Trustees of the Fund to give Oral Instructions and Written
Instructions on behalf of the Fund, and listed in the Certificate annexed hereto
as Appendix A, or such other Certificate as may be received by the Custodian
from time to time.

Book-Entry System - the Federal Reserve Bank book-entry system for United
States Treasury securities and federal agency securities.

Certificate- A written certificate signed by the Secretary of the Fund
certifying the actions taken by the Board of Trustees.

Depository - The Depository Trust Company ("DTC"), a limited purpose trust
company its successor(s) and its nominee(s) or any other person or clearing
agent

Dividend and Transfer Agent - the dividend and transfer agent appointed,
from time to time, pursuant to a written agreement between the dividend and
transfer agent and the Fund

Foreign Securities - a) securities issued and sold primarily outside of the
United States by a foreign government, a national of any foreign country, or a
trust or other organization incorporated or organized under the laws of any
foreign country OR; b) securities issued or guaranteed by the government of the
United States, by any state, by any political subdivision or agency thereof, or
by any entity organized under the laws of the United States or of any state
thereof, which have been issued and sold primarily outside of the United States.

Money Market Security - debt obligations issued or guaranteed as to
principal and/or interest by the government of the United States or agencies or
instrumentalities thereof, commercial paper, obligations (including certificates
of deposit, bankers' acceptances, repurchase agreements and reverse repurchase
agreements with respect to the same), and time deposits of domestic banks and
thrift institutions whose deposits are insured by the Federal Deposit Insurance
Corporation, and short-term corporate obligations where the purchase and sale of
such securities normally require settlement in federal funds or their equivalent
on the same day as such purchase and sale, all of which mature in not more than
thirteen (13) months.

Officers - the Chairman, President, Secretary, Treasurer, Controller, and
Senior Vice President of the Fund listed in the Certificate annexed hereto as
Appendix A, or such other Certificate as may be received by the Custodian from
time to time.

Oral Instructions - verbal instructions received by the Custodian from an
Authorized Person (or from a person that the Custodian reasonably believes in
good faith to be an Authorized Person) and confirmed by Written Instructions in
such a manner that such Written Instructions are received by the Custodian on
the business day immediately following receipt of such Oral Instructions.

Prospectus - the Fund's then currently effective prospectus and Statement
of Additional Information, as filed with and declared effective from time to
time by the Securities and Exchange Commission.

Security or Securities - Money Market Securities, common stock, preferred
stock, options, financial futures, bonds, notes, debentures, corporate debt
securities, mortgages, and any certificates, receipts, warrants, or other
instruments representing rights to receive, purchase, or subscribe for the same
or evidencing or representing any other rights or interest therein, or any
property or assets.

Written Instructions - communication received in writing (including written
instructions transmitted by electronic medium) by the Custodian from an
Authorized Person.

ARTICLE II
DOCUMENTS AND NOTICES TO BE FURNISHED BY THE FUND

A. The following documents, including any amendments thereto, will be
provided contemporaneously with the execution of the Agreement, to the Custodian
by the Fund:

1. A copy of the Declaration of Trust of the Fund certified by the
Secretary.

2. A copy of the By-Laws of the Fund certified by the Secretary.

3. A copy of the resolution of the Board of Trustees of the Fund
appointing the Custodian, certified by the Secretary.

4. A copy of the then current Prospectus.

5. A Certificate of the President and Secretary of the Fund setting forth
the names and signatures of the Officers of the Fund.

B. The Fund agrees to notify the Custodian in writing of the appointment of
any Dividend and Transfer Agent.

ARTICLE III
RECEIPT OF FUND ASSETS

A. During the term of this Agreement, the Fund will deliver or cause to be
delivered to the Custodian all moneys constituting Fund Assets. The Custodian
shall be entitled to reverse any deposits made on the Fund's behalf where such
deposits have been entered and moneys are not finally collected within 30 days
of the making of such entry.

B. During the term of this Agreement, the Fund will deliver or cause to be
delivered to the Custodian all Securities constituting Fund Assets. The
Custodian will not have any duties or responsibilities with respect to such
Securities until actually received by the Custodian.

C. As and when received, the Custodian shall deposit to the account(s) of
the Fund any and all payments for shares of the Fund issued or sold from time to
time as they are received from the Fund's distributor or Dividend and Transfer
Agent or from the Fund itself.

ARTICLE IV
DISBURSEMENT OF FUND ASSETS

A. The Fund shall furnish to the Custodian a copy of the resolution of the
Board of Trustees of the Fund, certified by the Fund's Secretary, either (i)
setting forth the date of the declaration of any dividend or distribution in
respect of shares of the Fund, the date of payment thereof, the record date as
of which Fund shareholders entitled to payment shall be determined, the amount
payable per share to Fund shareholders of record as of that date, and the total
amount to be paid by the Dividend and Transfer Agent on the payment date, OR
(ii) authorizing the declaration of dividends and distributions in respect of
shares of the Fund on a daily basis and authorizing the Custodian to rely on a
Certificate setting forth the date of the declaration of any such dividend or
distribution, the date of payment thereof, the record date as of which Fund
shareholders entitled to payment shall be determined, the amount payable per
share to Fund shareholders of record as of that date, and the total amount to be
paid by the Dividend and Transfer Agent on the payment date.

On the payment date specified in such resolution or Certificate described
above, the Custodian shall segregate such amounts from moneys held for the
account of the Fund so that they are available for such payment.

B. Upon receipt of Written Instructions so directing it, the Custodian
shall segregate amounts necessary for the payment of redemption proceeds to be
made by the Dividend and Transfer Agent from moneys held for the account of the
Fund so that they are available for such payment.

C. Upon receipt of a Certificate directing payment and setting forth the
name and address of the person to whom such payment is to be made, the amount of
such payment, and the purpose for which payment is to be made, the Custodian
shall disburse amounts as and when directed from the Fund Assets. The Custodian
is authorized to rely on such directions and shall be under no obligation to
inquire as to the propriety of such directions.

D. Upon receipt of a Certificate directing payment, the Custodian shall
disburse moneys from the Fund Assets in payment of the Custodian's fees and
expenses as provided in Article VIII hereof.

ARTICLE V
CUSTODY OF FUND ASSETS

A. The Custodian shall open and maintain a separate bank account or
accounts in the United States in the name of the Fund, subject only to draft or
order by the Custodian acting pursuant to the terms of this Agreement, and shall
hold all cash received by it from or for the account of the Fund, other than
cash maintained by the Fund in a bank account established and used by the Fund
in accordance with Rule 17f-3 under the Act. Moneys held by the Custodian on
behalf of the Fund may be deposited by the Custodian to its credit as Custodian
in the banking department of the Custodian. Such moneys shall be deposited by
the Custodian in its capacity as such, and shall be withdrawable by the
Custodian only in such capacity.

B. The Custodian shall hold all Securities delivered to it in safekeeping
in a separate account or accounts maintained at Star Bank, N.A. for the benefit
of the Fund.

C. All Securities held which are issued or issuable only in bearer form,
shall be held by the Custodian in that form; all other Securities held for the
Fund shall be registered in the name of the Custodian or its nominee. The Fund
agrees to furnish to the Custodian appropriate instruments to enable the
Custodian to hold, or deliver in proper form for transfer, any Securities that
it may hold for the account of the Fund and which may, from time to time, be
registered in the name of the Fund.

D. With respect to all Securities held for the Fund , the Custodian shall
on a timely basis (concerning items 1 and 2 below, as defined in the Custodian's
Standards of Service Guide, as amended from time to time, annexed hereto as
Appendix C):

1.) Collect all income due and payable with respect to such Securities;

2.) Present for payment and collect amounts payable upon all Securities
which may mature or be called, redeemed, or retired, or otherwise
become payable;

3.) Surrender Securities in temporary form for definitive Securities; and

4.) Execute, as agent, any necessary declarations or certificates of
ownership under the Federal income tax laws or the laws or regulations
of any other taxing authority, including any foreign taxing authority,
now or hereafter in effect.

E. Upon receipt of a Certificate AND NOT OTHERWISE, the Custodian shall:

1.) Execute and deliver to such persons as may be designated in such
Certificate proxies, consents, authorizations, and any other
instruments whereby the authority of the Fund as beneficial owner of
any Securities may be exercised;

2.) Deliver any Securities in exchange for other Securities or cash issued
or paid in connection with the liquidation, reorganization,
refinancing, merger, consolidation, or recapitalization of any trust,
or the exercise of any conversion privilege;

3.) Deliver any Securities to any protective committee, reorganization
committee, or other person in connection with the reorganization,
refinancing, merger, consolidation, recapitalization, or sale of
assets of any trust, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to evidence such
delivery;

4.) Make such transfers or exchanges of the assets of the Fund and take
such other steps as shall be stated in said Certificate to be for the
purpose of effectuating any duly authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of the Fund;
and

5.) Deliver any Securities held for the Fund to the depository agent for
tender or other similar offers.

F. The Custodian shall promptly deliver to the Fund all notices, proxy
material and executed but unvoted proxies pertaining to shareholder meetings of
Securities held by the Fund. The Custodian shall not vote or authorize the
voting of any Securities or give any consent, waiver or approval with respect
thereto unless so directed by a Certificate or Written Instruction.

G. The Custodian shall promptly deliver to the Fund all information
received by the Custodian and pertaining to Securities held by the Fund with
respect to tender or exchange offers, calls for redemption or purchase, or
expiration of rights.

ARTICLE VI
PURCHASE AND SALE OF SECURITIES

A. Promptly after each purchase of Securities by the Fund, the Fund shall
deliver to the Custodian (i) with respect to each purchase of Securities which
are not Money Market Securities, Written Instructions, and (ii) with respect to
each purchase of Money Market Securities, Written Instructions or Oral
Instructions, specifying with respect to each such purchase the;

1.) name of the issuer and the title of the Securities,

2.) principal amount purchased and accrued interest, if any,

3.) date of purchase and settlement,

4.) purchase price per unit,

5.) total amount payable, and

6.) name of the person from whom, or the broker through which, the
purchase was made.

The Custodian shall, against receipt of Securities purchased by or for the Fund,
pay out of the Fund Assets, the total amount payable to the person from whom or
the broker through which the purchase was made, provided that the same conforms
to the total amount payable as set forth in such Written Instructions or Oral
Instructions, as the case may be.

B. Promptly after each sale of Securities by the Fund, the Fund shall
deliver to the Custodian (i) with respect to each sale of Securities which are
not Money Market Securities, Written Instructions, and (ii) with respect to each
sale of Money Market Securities, Written Instructions or Oral Instructions,
specifying with respect to each such sale the;

1.) name of the issuer and the title of the Securities,

2.) principal amount sold and accrued interest, if any,

3.) date of sale and settlement,

4.) sale price per unit,

5.) total amount receivable, and

6.) name of the person to whom, or the broker through which, the sale was
made.

The Custodian shall deliver the Securities against receipt of the total amount
receivable, provided that the same conforms to the total amount receivable as
set forth in such Written Instructions or Oral Instructions, as the case may be.

C. On contractual settlement date, the account of the Fund will be charged
for all purchased Securities settling on that day, regardless of whether or not
delivery is made. Likewise, on contractual settlement date, proceeds from the
sale of Securities settling that day will be credited to the account of the
Fund, irrespective of delivery.

D. Purchases and sales of Securities effected by the Custodian will be made
on a delivery versus payment basis. The Custodian may, in its sole discretion,
upon receipt of a Certificate, elect to settle a purchase or sale transaction in
some other manner, but only upon receipt of acceptable indemnification from the
Fund.

E. The Custodian shall, upon receipt of a Written Instructions so directing
it, establish and maintain a segregated account or accounts for and on behalf of
the Fund. Cash and/or Securities may be transferred into such account or
accounts for specific purposes, to-wit:

1.) in accordance with the provision of any agreement among the Fund, the
Custodian, and a broker-dealer registered under the Securities and
Exchange Act of 1934, as amended, and also a member of the National
Association of Securities Dealers (NASD) (or any futures commission
merchant registered under the Commodity Exchange Act), relating to
compliance with the rules of the Options Clearing Corporation and of
any registered national securities exchange, the Commodity Futures
Trading Commission, any registered contract market, or any similar
organization or organizations requiring escrow or other similar
arrangements in connection with transactions by the Fund;

2.) for purposes of segregating cash or government securities in
connection with options purchased, sold, or written by the Fund or
commodity futures contracts or options thereon purchased or sold by
the Fund;

3.) for the purpose of compliance by the fund with the procedures required
for reverse repurchase agreements, firm commitment agreements, standby
commitment agreements, and short sales by Act Release No. 10666, or
any subsequent release or releases or rule of the Securities and
Exchange Commission relating to the maintenance of segregated accounts
by registered investment companies; and

4.) for other corporate purposes, ONLY IN THE CASE OF THIS CLAUSE 4 upon
receipt of a copy of a resolution of the Board of Trustees of the
Fund, certified by the Secretary of the Fund, setting forth the
purposes of such segregated account.

F. Except as otherwise may be agreed upon by the parties hereto, the
Custodian shall not be required to comply with any Written Instructions to
settle the purchase of any Securities on behalf of the Fund unless there is
sufficient cash in the account(s) at the time or to settle the sale of any
Securities from an account(s) unless such Securities are in deliverable form.
Notwithstanding the foregoing, if the purchase price of such Securities exceeds
the amount of cash in the account(s) at the time of such purchase, the Custodian
may, in its sole discretion, advance the amount of the difference in order to
settle the purchase of such Securities. The amount of any such advance shall be
deemed a loan from the Custodian to the Fund payable on demand and bearing
interest accruing from the date such loan is made up to but not including the
date such loan is repaid at a rate per annum customarily charged by the
Custodian on similar loans.

ARTICLE VII
FUND INDEBTEDNESS

In connection with any borrowings by the Fund, the Fund will cause to be
delivered to the Custodian by a bank or broker requiring Securities as
collateral for such borrowings (including the Custodian if the borrowing is from
the Custodian), a notice or undertaking in the form currently employed by such
bank or broker setting forth the amount of collateral. The Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to each such
borrowing: (a) the name of the bank or broker, (b) the amount and terms of the
borrowing, which may be set forth by incorporating by reference an attached
promissory note duly endorsed by the Fund, or a loan agreement, (c) the date,
and time if known, on which the loan is to be entered into, (d) the date on
which the loan becomes due and payable, (e) the total amount payable to the Fund
on the borrowing date, and (f) the description of the Securities securing the
loan, including the name of the issuer, the title and the number of shares or
the principal amount. The Custodian shall deliver on the borrowing date
specified in the Certificate the required collateral against the lender's
delivery of the total loan amount then payable, provided that the same conforms
to that which is described in the Certificate. The Custodian shall deliver, in
the manner directed by the Fund, such Securities as additional collateral, as
may be specified in a Certificate, to secure further any transaction described
in this Article VII. The Fund shall cause all Securities released from
collateral status to be returned directly to the Custodian and the Custodian
shall receive from time to time such return of collateral as may be tendered to
it.

The Custodian may, at the option of the lender, keep such collateral in its
possession, subject to all rights therein given to the lender because of the
loan. The Custodian may require such reasonable conditions regarding such
collateral and its dealings with third-party lenders as it may deem appropriate.

ARTICLE VIII

CONCERNING THE CUSTODIAN

A. Except as otherwise provided herein, the Custodian shall not be liable
for any loss or damage resulting from its action or omission to act or
otherwise, except for any such loss or damage arising out of its own gross
negligence or willful misconduct. The Fund shall defend, indemnify and hold
harmless the Custodian and its Trustees, officers, employees and agents with
respect to any loss, claim, liability or cost (including reasonable attorneys'
fees) arising or alleged to arise from or relating to the Fund's duties
hereunder or any other action or inaction of the Fund or its Trustees, officers,
employees or agents, except such as may arise from the negligent action,
omission, willful misconduct or breach of this Agreement by the Custodian. The
Custodian may, with respect to questions of law, apply for and obtain the advice
and opinion of counsel, at the expense of the Fund, and shall be fully protected
with respect to anything done or omitted by it in good faith in conformity with
the advice or opinion of counsel. The provisions under this paragraph shall
survive the termination of this Agreement.

B. Without limiting the generality of the foregoing, the Custodian, acting
in the capacity of Custodian hereunder, shall be under no obligation to inquire
into, and shall not be liable for:

1.) The validity of the issue of any Securities purchased by or for the
account of the Fund, the legality of the purchase thereof, or the
propriety of the amount paid therefor;

2.) The legality of the sale of any Securities by or for the account of
the Fund, or the propriety of the amount for which the same are sold;

3.) The legality of the issue or sale of any shares of the Fund, or the
sufficiency of the amount to be received therefor;

4.) The legality of the redemption of any shares of the Fund, or the
propriety of the amount to be paid therefor;

5.) The legality of the declaration or payment of any dividend by the Fund
in respect of shares of the Fund;

6.) The legality of any borrowing by the Fund on behalf of the Fund, using
Securities as collateral;

C. The Custodian shall not be under any duty or obligation to take action
to effect collection of any amount due to the Fund from any Dividend and
Transfer Agent of the Fund nor to take any action to effect payment or
distribution by any Dividend and Transfer Agent of the Fund of any amount paid
by the Custodian to any Dividend and Transfer Agent of the Fund in accordance
with this Agreement.

D. Notwithstanding Section D of Article V, the Custodian shall not be under
any duty or obligation to take action to effect collection of any amount, if the
Securities upon which such amount is payable are in default, or if payment is
refused after due demand or presentation, unless and until (i) it shall be
directed to take such action by a Certificate and (ii) it shall be assured to
its satisfaction (including prepayment thereof) of reimbursement of its costs
and expenses in connection with any such action.

E. The Fund acknowledges and hereby authorizes the Custodian to hold
Securities through its various agents described in Appendix B annexed hereto.
The Fund hereby represents that such authorization has been duly approved by the
Board of Trustees of the Fund as required by the Act. The Custodian acknowledges
that although certain Fund Assets are held by its agents, the Custodian remains
primarily liable for the safekeeping of the Fund Assets.

In addition, the Fund acknowledges that the Custodian may appoint one or
more financial institutions, as agent or agents or as sub-custodian or
sub-custodians, including, but not limited to, banking institutions located in
foreign countries, for the purpose of holding Securities and moneys at any time
owned by the Fund. The Custodian shall not be relieved of any obligation or
liability under this Agreement in connection with the appointment or activities
of such agents or sub-custodians. Any such agent or sub-custodian shall be
qualified to serve as such for assets of investment companies registered under
the Act. Upon request, the Custodian shall promptly forward to the Fund any
documents it receives from any agent or sub-custodian appointed hereunder which
may assist trustees of registered investment companies fulfill their
responsibilities under Rule 17f-5 of the Act.

F. The Custodian shall not be under any duty or obligation to ascertain
whether any Securities at any time delivered to or held by it for the account of
the Fund are such as properly may be held by the Fund under the provisions of
the Articles of Incorporation and the Fund's By-Laws.

G. The Custodian shall treat all records and other information relating to
the Fund and the Fund Assets as confidential and shall not disclose any such
records or information to any other person unless (i) the Fund shall have
consented thereto in writing or (ii) such disclosure is required by law.

H. The Custodian shall be entitled to receive and the Fund agrees to pay to
the Custodian such compensation as shall be determined pursuant to Appendix D
attached hereto, or as shall be determined pursuant to amendments to such
Appendix D. The Custodian shall be entitled to charge against any money held by
it for the account of the Fund, the amount of any of its fees, any loss, damage,
liability or expense, including counsel fees. The expenses which the Custodian
may charge against the account of the Fund include, but are not limited to, the
expenses of agents or sub-custodians incurred in settling transactions involving
the purchase and sale of Securities of the Fund.

I. The Custodian shall be entitled to rely upon any Oral Instructions and
any Written Instructions. The Fund agrees to forward to the Custodian Written
Instructions confirming Oral Instructions in such a manner so that such Written
Instructions are received by the Custodian, whether by hand delivery, facsimile
or otherwise, on the same business day on which such Oral Instructions were
given. The Fund agrees that the failure of the Custodian to receive such
confirming instructions shall in no way affect the validity of the transactions
or enforceability of the transactions hereby authorized by the Fund. The Fund
agrees that the Custodian shall incur no liability to the Fund for acting upon
Oral Instructions given to the Custodian hereunder concerning such transactions.

J. The Custodian will (i) set up and maintain proper books of account and
complete records of all transactions in the accounts maintained by the Custodian
hereunder in such manner as will meet the obligations of the Fund under the Act,
with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2
thereunder and those records are the property of the Fund, and (ii) preserve for
the periods prescribed by applicable Federal statute or regulation all records
required to be so preserved. All such books and records shall be the property of
the Fund, and shall be open to inspection and audit at reasonable times and with
prior notice by Officers and auditors employed by the Fund.

K. The Custodian shall send to the Fund any report received on the systems
of internal accounting control of the Custodian, or its agents or
sub-custodians, as the Fund may reasonably request from time to time.

L. The Custodian performs only the services of a custodian and shall have
no responsibility for the management, investment or reinvestment of the
Securities from time to time owned by the Fund. The Custodian is not a selling
agent for shares of the Fund and performance of its duties as custodian shall
not be deemed to be a recommendation to the Fund's depositors or others of
shares of the Fund as an investment.

M. The Custodian shall take all reasonable action, that the Fund may from
time to time request, to assist the Fund in obtaining favorable opinions from
the Fund's independent accountants, with respect to the Custodian's activities
hereunder, in connection with the preparation of the Fund's Form N-1A, Form
N-SAR, or other annual reports to the Securities and Exchange Commission.

N. The Fund hereby pledges to and grants the Custodian a security interest
in any Fund Assets to secure the payment of any liabilities of the Fund to the
Custodian, whether acting in its capacity as Custodian or otherwise, or on
account of money borrowed from the Custodian. This pledge is in addition to any
other pledge of collateral by the Fund to the Custodian.

ARTICLE IX
FORCE MAJEURE

Neither the Custodian nor the Trust shall be liable for any failure or
delay in performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God; earthquakes; fires; floods; wars;
civil or military disturbances; sabotage; strikes; epidemics; riots; labor
disputes; acts of civil or military authority; governmental actions; or
inability to obtain labor, material, equipment or transportation; provided,
however, that the Custodian, in the event of a failure or delay, shall use its
best efforts to ameliorate the effects of such failure or delay.

ARTICLE X
TERMINATION

A. Either of the parties hereto may terminate this Agreement for any reason
by giving to the other party a notice in writing specifying the date of such
termination, which shall be not less than ninety (90) days after the date of
giving of such notice. If such notice is given by the Fund, it shall be
accompanied by a copy of a resolution of the Board of Trustees of the Fund,
certified by the Secretary of the Fund, electing to terminate this Agreement and
designating a successor custodian or custodians. In the event such notice is
given by the Custodian, the Fund shall, on or before the termination date,
deliver to the Custodian a copy of a resolution of the Board of Trustees of the
Fund, certified by the Secretary, designating a successor custodian or
custodians to act on behalf of the Fund. In the absence of such designation by
the Fund, the Custodian may designate a successor custodian which shall be a
bank or trust company having not less than $100,000,000 aggregate capital,
surplus, and undivided profits. Upon the date set forth in such notice this
Agreement shall terminate, and the Custodian, provided that it has received a
notice of acceptance by the successor custodian, shall deliver, on that date,
directly to the successor custodian all Securities and moneys then owned by the
Fund and held by it as Custodian. Upon termination of this Agreement, the Fund
shall pay to the Custodian on behalf of the Fund such compensation as may be due
as of the date of such termination. The Fund agrees on behalf of the Fund that
the Custodian shall be reimbursed for its reasonable costs in connection with
the termination of this Agreement.

B. If a successor custodian is not designated by the Fund, or by the
Custodian in accordance with the preceding paragraph, or the designated
successor cannot or will not serve, the Fund shall, upon the delivery by the
Custodian to the Fund of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and moneys then owned
by the Fund, be deemed to be the custodian for the Fund, and the Custodian shall
thereby be relieved of all duties and responsibilities pursuant to this
Agreement, other than the duty with respect to Securities held in the Book-Entry
System, which cannot be delivered to the Fund, which shall be held by the
Custodian in accordance with this Agreement.

ARTICLE XI
MISCELLANEOUS

A. Appendix A sets forth the names and the signatures of all Authorized
Persons, as certified by the Secretary of the Fund. The Fund agrees to furnish
to the Custodian a new Appendix A in form similar to the attached Appendix A, if
any present Authorized Person ceases to be an Authorized Person or if any other
or additional Authorized Persons are elected or appointed. Until such new
Appendix A shall be received, the Custodian shall be fully protected in acting
under the provisions of this Agreement upon Oral Instructions or signatures of
the then current Authorized Persons as set forth in the last delivered Appendix
A.

B. No recourse under any obligation of this Agreement or for any claim
based thereon shall be had against any organizer, shareholder, Officer, Trustee,
past, present or future as such, of the Fund or of any predecessor or successor,
either directly or through the Fund or any such predecessor or successor,
whether by virtue of any constitution, statute or rule of law or equity, or be
the enforcement of any assessment or penalty or otherwise; it being expressly
agreed and understood that this Agreement and the obligations thereunder are
enforceable solely against the Fund, and that no such personal liability
whatever shall attach to, or is or shall be incurred by, the organizers,
shareholders, Officers, Trustees of the Fund or of any predecessor or successor,
or any of them as such. To the extent that any such liability exists, it is
hereby expressly waived and released by the Custodian as a condition of, and as
a consideration for, the execution of this Agreement.

C. The obligations set forth in this Agreement as having been made by the
Fund have been made by the Board of Trustees, acting as such Trustees for and on
behalf of the Fund, pursuant to the authority vested in them under the laws of
the State of Maryland, the Declaration Of Trust and the By-Laws of the Fund.
This Agreement has been executed by Officers of the Fund as officers, and not
individually, and the obligations contained herein are not binding upon any of
the Trustees, Officers, agents or holders of shares, personally, but bind only
the Fund.

D. Provisions of the Prospectus and any other documents (including
advertising material) specifically mentioning the Custodian (other than merely
by name and address) shall be reviewed with the Custodian by the Fund prior to
publication and/or dissemination or distribution, and shall be subject to the
consent of the Custodian.

E. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian, shall be sufficiently given if
addressed to the Custodian and mailed or delivered to it at its offices at Star
Bank Center, 425 Walnut Street, M. L. 6118, Cincinnati, Ohio 45202, attention
Mutual Fund Custody Department, or at such other place as the Custodian may from
time to time designate in writing.

F. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Fund shall be sufficiently given when
delivered to the Fund or on the second business day following the time such
notice is deposited in the U.S. mail postage prepaid and addressed to the Fund
at its office at ________________________________________ or at such other place
as the Fund may from time to time designate in writing.

G. This Agreement, with the exception of the Appendices, may not be amended
or modified in any manner except by a written agreement executed by both parties
with the same formality as this Agreement, and authorized and approved by a
resolution of the Board of Trustees of the Fund.

H. This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Fund or by the Custodian, and no
attempted assignment by the Fund or the Custodian shall be effective without the
written consent of the other party hereto.

I. This Agreement shall be construed in accordance with the laws of the
State of Ohio.

J. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective Officers, thereunto duly authorized as of the day
and year first above written.

ATTEST: ---------------------------------

By:
- ------------------------------- -----------------------------
Title:

ATTEST: STAR BANK, N.A.

By:
- ------------------------------- -----------------------------
Marsha A. Croxton
Senior Vice President

<PAGE>

APPENDIX A

Authorized Persons Specimen Signatures

President:
------------------------- -----------------------
Secretary:
------------------------- -----------------------
Treasurer:
------------------------- -----------------------
Controller:
------------------------- -----------------------
Adviser Employees:
------------------------- -----------------------

Transfer Agent/Fund Accountant

Employees:
------------------------- -----------------------

------------------------- -----------------------

<PAGE>

APPENDIX B

The following agents are employed currently by Star Bank, N.A. for securities
processing and control.

The Depository Trust Company (New York)
7 Hanover Square
New York, NY 10004

The Federal Reserve Bank
Cincinnati and Cleveland Branches
Bankers Trust Company
16 Wall Street
New York, NY 10005
(For Foreign Securities and certain non-DTC eligible Securities)

Bank of New York
1 Wall Street
New York, NY 10286
(For Foreign Securities and certain non-DTC eligible Securities)

STAR BANK, N.A.

PROPOSED DOMESTIC CUSTODY FEE SCHEDULE FOR AMIDEX FUNDS, INC.

Star Bank, N.A., as Custodian, will receive monthly compensation for services
according to the terms of the following Schedule:

I. PORTFOLIO TRANSACTION FEES:
---------------------------

(a) For each repurchase agreement transaction $ 7.00

(b) For each portfolio transaction processed through
DTC or Federal Reserve $ 9.00

(d) For each GNMA/Amortized Security Purchase $16.00

(e) For each GNMA Prin/Int Paydown, GNMA Sales $ 8.00

(f) For each option/future contract written,
exercised or expired $40.00

(g) For each Cedel/Euro clear transaction $80.00

(h) For each Disbursement (Fund expenses only) $ 5.00

A transaction is a purchase/sale of a security, free receipt/free delivery
(excludes initial conversion), maturity, tender or exchange:

II. MARKET VALUE FEE
----------------
Based upon an annual rate of: Million
.000120 (1.20 Basis Points) on First $ 75
.00010 (1.0 Basis Point) on Next $100
.000075 (.75 Basis Points) on Balance

III. MONTHLY MINIMUM FEE-PER FUND $225.00
----------------------------

IV. OUT-OF-POCKET EXPENSES
----------------------
The only out-of-pocket expenses charged to your account will be shipping
fees or transfer fees.

V. IRA DOCUMENTS
-------------
Per Shareholder/year to hold each IRA Document $8.00

VI. EARNINGS CREDITS
----------------
On a monthly basis any earnings credits generated from uninvested custody
balances will be applied against any cash management service fees
generated. Earnings credits are based on a Cost of Funds Tiered Earnings
Credit Rate.

<PAGE>

STAR BANK

PROPOSED CASH MANAGEMENT FEE SCHEDULE FOR AMIDEX FUNDS, INC.

SERVICES UNIT COST ($) MONTHLY COST ($)
-------- ------------- ----------------
D.D.A. Account Maintenance 15.00
Deposits .42
Deposited Items .109
Checks Paid .159
Balance Reporting - P.C. Access 50.00 1st Acct
35.00 each add'l
ACH Transaction .105
ACH Monthly Maintenance 40.00
ACH Additions, Deletions, Changes 6.00
ACH Stop Payment 5.00
ACH Debits .12
Deposited Items Returned 6.00
International Items Returned 10.00
NSF Returned Checks 25.00
Stop Payments 22.00
Data Transmission per account 115.00
Drafts Cleared .179
Lockbox Maintenance 60.00
Lockbox items Processed .34
Miscellaneous Lockbox items .12
Positive Pay .06
Issued Items .015
Invoicing for Service Charge 15.00
Wires Incoming
Domestic 11.00
International 11.00
Wires Outgoing
Domestic International
Repetitive 14.00 Repetitive 35.00
Non-Repetitive 13.00 Non-Repetitive 40.00
PC - Initiated Wires:
Domestic International
Repetitive 10.00 Repetitive 25.00
Non-Repetitive 11.00 Non-Repetitive 25.00
Customer Initiated 9.00

Uncollected Charge -- Star Bank Prime Rate as of first of month plus 4%
Other available cash management services are priced separately.

Revised July 1, 1998

<PAGE>

STAR BANK, N.A.
GLOBAL CUSTODY FEE SCHEDULE
FOR
AMIDEX FUNDS, INC.

- --------------------------------------------------------------------------------
COUNTRY INSTRUMENTS SAFEKEEPING (BPS) TRANSACTION FEES
- --------------------------------------------------------------------------------
Argentina All 15 $55
- --------------------------------------------------------------------------------
Australia All 2 $45
- --------------------------------------------------------------------------------
Austria Equities/Bonds 3.5 $50
- --------------------------------------------------------------------------------
Austria Depo Receipt 20 $50
- --------------------------------------------------------------------------------
Austria Non ATS All 25 $105
- --------------------------------------------------------------------------------
Bangladesh All 40 $165
- --------------------------------------------------------------------------------
Belgium All 2.5 $60
- --------------------------------------------------------------------------------
Bermuda All 15 $75
- --------------------------------------------------------------------------------
Botswana All 25 $65
- --------------------------------------------------------------------------------
Brazil All 15 $50
- --------------------------------------------------------------------------------
Bulgaria All 40 $95
- --------------------------------------------------------------------------------
Canada All 1.25 $27
- --------------------------------------------------------------------------------
Chile All 20 $75
- --------------------------------------------------------------------------------
China-Shanghai All 15 $80
- --------------------------------------------------------------------------------
China-Shenzhen All 15 $80
- --------------------------------------------------------------------------------
Colombia All 40 $115
- --------------------------------------------------------------------------------
Costa Rica All 15 $75
- --------------------------------------------------------------------------------
Croatia All 35 $80
- --------------------------------------------------------------------------------
Cyprus All 15 $60
- --------------------------------------------------------------------------------
Czech Republic All 20 $65
- --------------------------------------------------------------------------------
Denmark All 3 $65
- --------------------------------------------------------------------------------
Ecuador All 35 $80
- --------------------------------------------------------------------------------
Egypt All 40 $115
- --------------------------------------------------------------------------------
Estonia All 7 $40
- --------------------------------------------------------------------------------
Euromarkets Eurobonds only* 1.5 $25
- --------------------------------------------------------------------------------
Finland All 5 $60
- --------------------------------------------------------------------------------
France All 2.5 $60
- --------------------------------------------------------------------------------
Germany All 1 $45
- --------------------------------------------------------------------------------
Ghana All 25 $65
- --------------------------------------------------------------------------------
Greece All 20 $120
- --------------------------------------------------------------------------------
Hong Kong All 6 $75
- --------------------------------------------------------------------------------
Hungary All 35 $150
- --------------------------------------------------------------------------------
India All 65 $265
- --------------------------------------------------------------------------------
Indonesia All 12 $115
- --------------------------------------------------------------------------------
Ireland All 3 $45
- --------------------------------------------------------------------------------
Israel All 15 $60
- --------------------------------------------------------------------------------
Italy All 3 $65
- --------------------------------------------------------------------------------
Ivory Coast All 40 $170
- --------------------------------------------------------------------------------
Japan All 1.5 $30
- --------------------------------------------------------------------------------
Jamaica All 35 $65
- --------------------------------------------------------------------------------
Jordan All 40 $140
- --------------------------------------------------------------------------------
Kenya All 30 $65
- --------------------------------------------------------------------------------
Latvia Equities/Bonds 30 $90
- --------------------------------------------------------------------------------
Latvia Gov't Bonds 15 $90
- --------------------------------------------------------------------------------
Lebanon All 25 $105
- --------------------------------------------------------------------------------
Lithuania All 20 $65
- --------------------------------------------------------------------------------
Luxembourg All 4 $40
- --------------------------------------------------------------------------------
Malaysia All 6 $95
- --------------------------------------------------------------------------------
Mauritius All 30 $115
- --------------------------------------------------------------------------------
Mexico All 3 $35
- --------------------------------------------------------------------------------
Morocco All 35 $115
- --------------------------------------------------------------------------------
Namibia All 30 $65
- --------------------------------------------------------------------------------
Netherlands All 3 $40
- --------------------------------------------------------------------------------
New Zealand All 3 $55
- --------------------------------------------------------------------------------
Nigeria All 30 $65
- --------------------------------------------------------------------------------
Norway All 3 $60
- --------------------------------------------------------------------------------
Pakistan All 30 $115
- --------------------------------------------------------------------------------
Peru All 45 $120
- --------------------------------------------------------------------------------
Philippines All 8 $90
- --------------------------------------------------------------------------------
Poland All 25 $65
- --------------------------------------------------------------------------------
Portugal All 15 $100
- --------------------------------------------------------------------------------
Romania All 35 $115
- --------------------------------------------------------------------------------
Russia Equities/Bonds 30 $215
- --------------------------------------------------------------------------------
Russia MINFIN 15 $65
- --------------------------------------------------------------------------------
Singapore All 3 $55
- --------------------------------------------------------------------------------
Slovak Republic All 25 $125
- --------------------------------------------------------------------------------
Slovenia All 25 $125
- --------------------------------------------------------------------------------
South Africa All 3 $30
- --------------------------------------------------------------------------------
South Korea All 10 $35
- --------------------------------------------------------------------------------
Spain All 3 $65
- --------------------------------------------------------------------------------
Sri Lanka All 15 $75
- --------------------------------------------------------------------------------
Swaziland All 30 $65
- --------------------------------------------------------------------------------
Sweden All 2 $60
- --------------------------------------------------------------------------------
Switzerland All 2 $65
- --------------------------------------------------------------------------------
Taiwan All 20 $140
- --------------------------------------------------------------------------------
Thailand All 6 $60
- --------------------------------------------------------------------------------
Tunisia All 40 $60
- --------------------------------------------------------------------------------
Turkey All 15 $30
- --------------------------------------------------------------------------------
U.K. All 1.5 $25
- --------------------------------------------------------------------------------
Ukraine All 30 $60
- --------------------------------------------------------------------------------
Uruguay All 50 $80
- --------------------------------------------------------------------------------
Venezuela All 40 $140
- --------------------------------------------------------------------------------
Zambia All 30 $65
- --------------------------------------------------------------------------------
Zimbabwe All 30 $65
- --------------------------------------------------------------------------------

BASE FEE
- --------

A monthly base charge of $400.00 per account will apply.

*Any Non-Eurobond assets held in CEDEL and Euroclear will be charged at the
local market price quote.

** All fees quoted are payable monthly

This global fee schedule's pricing is guaranteed for a period of two years from
February 1, 1999.

Revised January 7, 1999

<PAGE>

CUSTODY FEE NOTES

TRANSACTION CHARGES
- -------------------

A transaction is defined as a receipt or delivery versus payment, a redemption,
or a free receipt or delivery.

OUT-OF-POCKET EXPENSES
- ----------------------

Charges incurred by the Bank of New York for local taxes, stamp duties or other
local duties and assessments, stock exchange fees, postage and insurance for
shipping, telecommunication fees, or other unusual expenses which are unique to
a country in which our client is investing will be passed along to the client.

Reimbursable charges such as postage, shipping, transfer fees, etc. will be
billed as incurred.

EXHIBIT 23H(1)

OPERATING SERVICES AGREEMENT
AMIDEX FUNDS, INC

THIS AGREEMENT is made and entered into as of the 1ST day of March, 1999,
by and between Amidex Funds, Inc, a Maryland corporation (the "Fund"), and
TransNations Investments, Inc., a Pennsylvania corporation (hereinafter referred
to as "Manager").

WHEREAS, the Fund is a diversified, open-end management investment company,
registered under the Investment Company Act of 1940, as amended (the "Act"), and
authorized to issue shares representing interests in The Declaration Money
Market Fund (the "Portfolio"); and

WHEREAS, Manager is registered as an investment advisor under the
Investment Advisors Act of 1940, and engages in the business of asset management
and the provision of certain other administrative and recordkeeping services in
connection therewith; and

WHEREAS, the Fund wishes to engage Manager, to provide, or arrange for the
provision of, certain operational services which are necessary for the
day-to-day operations of the Portfolio in the manner and on the terms and
conditions hereinafter set forth, and Manager wishes to accept such engagement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the Fund and Manager agree as follows:

1. OBLIGATIONS OF MANAGER

(a) Services. The Fund hereby retains Manager to provide, or, upon receipt
of written approval of the Fund arrange for other companies to provide, the
following services to the Portfolio in the manner and to the extent that such
services are reasonably necessary for the operation of the Portfolio
(collectively, the "Services"):

(1) accounting services and functions, including costs and expenses of any
independent public accountants;

(2) non-litigation related legal and compliance services, including the
expenses of maintaining registration and qualification of the Fund and
the Portfolio under federal, state and any other applicable laws and
regulations;

(3) dividend disbursing agent, dividend reinvestment agent, transfer
agent, and registrar services and functions (including answering
inquiries related to shareholder Portfolio accounts);

(4) custodian and depository services and functions;

(5) distribution, marketing, and/or underwriting services;

(6) independent pricing services;

(7) preparation of reports describing the operations of the Portfolio,
including the costs of providing such reports to broker-dealers,
financial institutions and other organizations which render services
and assistance in connection with the distribution of shares of the
Portfolio;

(8) sub-accounting and recordkeeping services and functions (other than
those books and records required to be maintained by Manager under the
Investment Advisory Agreement between the Fund and Manager dated
August 15, 1998), including maintenance of shareholder records and
shareholder information concerning the status of their Portfolio
accounts by investment advisors, broker-dealers, financial
institutions, and other organizations on behalf of Manager;

(9) shareholder and board of directors communication services, including
the costs of preparing, printing and distributing notices of
shareholders' meetings, proxy statements, prospectuses, statements of
additional information, Portfolio reports, and other communications to
the Fund's Portfolio shareholders, as well as all expenses of
shareholders' and board of directors' meetings, including the
compensation and reimbursable expenses of the directors of the Fund;

(10) other day-to-day administrative services, including the costs of
designing, printing, and issuing certificates representing shares of
the Portfolio, and premiums for the fidelity bond maintained by the
Fund pursuant to Section 17(g) of the Act and rules promulgated
thereunder (except for such premiums as may be allocated to third
parties, as insureds thereunder).

(b) Exclusions from Service. Notwithstanding the provisions of Paragraph
1(a) above, the Services shall not include and Manager will not be responsible
for any of the following:

(1) all brokers' commissions, issue and transfer taxes, and other costs
chargeable to the Fund or the Portfolio in connection with securities
transactions to which the Fund or the Portfolio is a party or in
connection with securities owned by the Fund or the Portfolio;

(2) the interest on indebtedness, if any, incurred by the Fund or the
Portfolio;

(3) the taxes, including franchise, income, issue, transfer, business
license, and other corporate fees payable by the Fund or the Portfolio
to federal, state, county, city, or other governmental agents;

(4) the expenses, including fees and disbursements of counsel, in
connection with litigation by or against the Fund or the Portfolio;
and

(5) any other extraordinary expense of the Fund or Portfolio.

(c) Books and Records. All books and records prepared and maintained by
Manager for the Fund under this Agreement shall be the property of the Fund and,
upon request therefor, Manager shall surrender to the Fund such of the books and
records so requested.

(d) Staff and Facilities. Manager assumes and shall pay for maintaining the
staff, personnel, space, equipment and facilities necessary to perform its
obligations under this Agreement.

2. OBLIGATIONS OF THE FUND

(a) Fee. The Fund will pay to Manager on the last day of each month a fee
at an annual rate equal to 1.70% of average net asset of the Portfolio, such fee
to be computed daily based upon the net asset value of the Portfolio as
determined by a valuation made in accordance with the Fund's procedure for
calculating Portfolio net asset value as described in the Fund's Prospectus
and/or Statement of Additional Information. During any period when the
determination of a Portfolio's net asset value is suspended by the directors of
the Fund, the net asset value of a share of that Portfolio as of the last
business day prior to such suspension shall, for the purpose of this Paragraph
2(a), be deemed to be the net asset value at the close of each succeeding
business day until it is again determined.

(b) Information. The Fund will, from time to time, furnish or otherwise
make available to Manager such information relating to the business and affairs
of the Portfolio as Manager may reasonably require in order to discharge its
duties and obligations hereunder.

3. TERM. This Agreement shall remain in effect until no later than February
28, 2001, and from year to year thereafter provided such continuance is approved
at least annually by (1) the vote of a majority of the Board of Directors of the
Fund or (2) a vote of a "majority" (as that term is defined in the Investment
Company Act of 1940) of the Fund's outstanding securities, provided that in
either event the continuance is also approved by the vote of a majority of the
directors of the Fund who are not parties to this Agreement or "interested
persons" (as defined in the Act) of any such party, which vote must be cast in
person at a meeting called for the purpose of voting on such approval; provided,
however, that;

(a) the Fund, at any time and without the payment of any penalty may
terminate this Agreement upon 120 days written notice to Manager;

(b) the Agreement shall immediately terminate in the event of its
assignment (within the meaning of the Act and the Rules thereunder); and

4. NOTICES. Except as otherwise provided in this Agreement, any notice or
other communication required by or permitted to be given in connection with this
Agreement will be in writing and will be delivered in person or sent by first
class mail, postage prepaid or by prepaid overnight delivery service to the
respective parties as follows:

If to the Fund: If to the Adviser:

Amidex Funds, Inc TransNations Investments, Inc.
26 Broadway, Suite 741 26 Broadway, Suite 741
New York, New York 10004 New York, New York 10004
Attn: Clifford A. Goldstein Attn: Clifford A. Goldstein
President President

5. MISCELLANEOUS

(a) Performance Review. Manager will permit representatives of the Fund,
including the Fund's independent auditors, to have reasonable access to the
personnel and records of Manager in order to enable such representatives to
monitor the quality of services being provided and the level of fees due Manager
pursuant to this Agreement. In addition, Manager shall promptly deliver to the
board of directors of the Fund such information as may reasonably be requested
from time to time to permit the board of directors to make an informed
determination regarding continuation of this Agreement and the payments
contemplated to be made hereunder.

(b) Choice of Law. This Agreement shall be construed in accordance with the
laws of the State of Maryland and the applicable provisions of the Act. To the
extent the applicable law of the State of Maryland or any of the provisions
herein conflict with the applicable provisions of the Act, the latter shall
control.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written.

Amidex Funds, Inc. TransNations Investments, Inc.

BY: ____________________________ BY: __________________________
Clifford A. Goldstein, President Clifford A. Goldstein, President

ATTEST: ATTEST:

By: __________________________ By: __________________________
Secretary Secretary

EXHBIT 23(H)(2)

INVESTMENT COMPANY SERVICES AGREEMENT

AMIDEX FUNDS, INC.

THIS AGREEMENT, dated as of the 1st day of March, 1999 , made by and
between Amidex Funds, Inc. ("Fund"), a Maryland corporation operating as an
open-end, management investment company registered under the Investment Company
Act of 1940, as amended (the "Act"), TransNations Investments, Inc. ("Adviser"),
a corporation duly organized under the laws of Pennsylvania, and Declaration
Service Company ("Declaration"), a corporation duly organized under the laws of
the Commonwealth of Pennsylvania (collectively, the "Parties").

WITNESSETH THAT:

WHEREAS, the Fund is authorized by its Articles of Incorporation and By-
Laws to issue separate series of shares representing interests in separate
investment portfolios which are identified on Schedule "C" attached hereto and
which Schedule "C" may be amended from time to time by mutual agreement of the
Fund and Declaration; and

WHEREAS, the Fund and the Adviser have entered into an "Operating Services
Agreement" dated as of March 1, 1999 authorizing the Adviser to provide certain
investment company services to the Fund, and which further authorizes the
Adviser to enter into this Investment Company Services Agreement (hereafter
"Agreement") on behalf of the Fund; and

WHEREAS, the Parties desire to enter into an agreement whereby Declaration
will provide the services to the Fund as specified herein and set forth in
particular in Schedule "A" which is attached hereto and made a part hereof.

NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, and in exchange for good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the Parties hereto,
intending to be legally bound, do hereby agree as follows:

GENERAL PROVISIONS

SECTION 1. APPOINTMENT. The Adviser hereby appoints Declaration as
servicing agent to the Fund and Declaration hereby accepts such appointment. In
order that Declaration may perform its duties under the terms of this Agreement,
the Board of Directors of the Fund shall direct the officers, investment
adviser, legal counsel, independent accountants and custodian of the Fund to
cooperate fully with Declaration and, upon request of Declaration, to provide
such information, documents and advice relating to the Fund which Declaration
requires to execute its responsibilities hereunder. In connection with its
duties, Declaration shall be entitled to rely, and will be held harmless by the
Fund when acting in reasonable reliance, upon any instruction, advice or
document relating to the Fund as provided to Declaration by any of the
aforementioned persons on behalf of the Fund. All fees charged by any such
persons acting on behalf of the Fund will be deemed an expense of the Fund.

Any services performed by Declaration under this Agreement will conform to
the requirements of:

(a) the provisions of the Act and the Securities Act of 1933, as amended,
and any rules or regulations in force thereunder;

(b) any other applicable provision of state and federal law;

(c) the provisions of the Articles of Incorporation and the by-laws of the
Fund, as amended from time to time and delivered to Declaration;

(d) any policies and determinations of the Board of Directors of the Fund
which are communicated to Declaration; and

(e) the policies of the Fund as reflected in the Fund's registration
statement as filed with the U.S. Securities and Exchange Commission.

Nothing in this Agreement will prevent Declaration or any officer thereof from
providing the same or comparable services for or with any other person, firm or
corporation. While the services supplied to the Fund may be different than those
supplied to other persons, firms or corporations, Declaration will provide the
Fund equitable treatment in supplying services. The Fund recognizes that it will
not receive preferential treatment from Declaration as compared with the
treatment provided to other Declaration clients.

SECTION 2. DUTIES AND OBLIGATIONS OF DECLARATION.

Subject to the provisions of this Agreement, Declaration will provide to
the Fund the specific services as set forth in Schedule "A" attached hereto.

SECTION 3. DEFINITIONS. For purposes of this Agreement:

"Certificate" will mean any notice, instruction, or other instrument in
writing, authorized or required by this Agreement. To be effective, such
Certificate shall be given to and received by the custodian and shall be signed
on behalf of the Fund by any two of its designated officers, and the term
Certificate shall also include instructions communicated to the custodian by
Declaration.

"Custodian" will refer to that agent which provides safekeeping of the
assets of the Fund.

"Instructions" will mean communications containing instructions transmitted
by electronic or telecommunications media including, but not limited to,
Industry Standardization for Institutional Trade Communications,
computer-to-computer interface, dedicated transmission line, facsimile
transmission (which may be signed by an officer or unsigned) and tested telex.

"Oral Instruction" will mean an authorization, instruction, approval, item
or set of data, or information of any kind transmitted to Declaration in person
or by telephone, telegram, telecopy or other mechanical or documentary means
lacking original signature, by a person or persons reasonably identified to
Declaration to be a person or persons so authorized by a resolution of the Board
of Directors of the Fund to give Oral Instructions to Declaration on behalf of
the Fund.

"Shareholders" will mean the registered owners of the shares of the Fund in
accordance with the share registry records maintained by Declaration for the
Fund.

"Shares" will mean the issued and outstanding shares of the Fund.

"Signature Guarantee" will mean the guarantee of signatures by an "eligible
guarantor institution" as defined in Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Eligible guarantor institutions
include banks, brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and savings associations.
Broker-dealers guaranteeing signatures must be members of a clearing corporation
or maintain net capital of at least $100,000. Signature guarantees will be
accepted from any eligible guarantor institution which participates in a
signature guarantee program.

"Written Instruction" will mean an authorization, instruction, approval,
item or set of data or information of any kind transmitted to Declaration in an
original writing containing an original signature or a copy of such document
transmitted by telecopy including transmission of such signature reasonably
identified to Declaration to be the signature of a person or persons so
authorized by a resolution of the Board of Directors of the Fund, or so
identified by the Fund to give Written Instructions to Declaration on behalf of
the Fund.

Concerning Oral and Written Instructions For all purposes under this
Agreement, Declaration is authorized to act upon receipt of the first of any
Written or Oral Instruction it receives from the Fund or its agents. In cases
where the first instruction is an Oral Instruction that is not in the form of a
document or written record, a confirmatory Written Instruction or Oral
Instruction in the form of a document or written record shall be delivered. In
cases where Declaration receives an Instruction, whether Written or Oral, to
enter a portfolio transaction onto the Fund's records, the Fund shall cause the
broker/dealer executing such transaction to send a written confirmation to the
Custodian.

Declaration shall be entitled to rely on the first Instruction received.
For any act or omission undertaken by Declaration in compliance therewith, it
shall be free of liability and fully indemnified and held harmless by the Fund,
provided however, that in the event a Written or Oral Instruction received by
Declaration is countermanded by a subsequent Written or Oral Instruction
received prior to acting upon such countermanded Instruction, Declaration shall
act upon such subsequent Written or Oral Instruction. The sole obligation of
Declaration with respect to any follow-up or confirmatory Written Instruction or
Oral Instruction in documentary or written form shall be to make reasonable
efforts to detect any such discrepancy between the original Instruction and such
confirmation and to report such discrepancy to the Fund. The Fund shall be
responsible and bear the expense of its taking any action, including any
reprocessing, necessary to correct any discrepancy or error. To the extent such
action requires Declaration to act, the Fund shall give Declaration specific
Written Instruction as to the action required. The Fund will file with
Declaration a certified copy of each resolution of the Fund's Board of Directors
authorizing execution of Written Instructions or the transmittal of Oral
Instructions as provided above.

SECTION 4. INDEMNIFICATION.

(a) Declaration, its directors, officers, employees, shareholders, and
agents will be liable for any loss suffered by the Fund resulting from the
willful misfeasance, bad faith, gross negligence or reckless disregard on the
part of Declaration in the performance of its obligations and duties under this
Agreement.

(b) Any director, officer, employee, shareholder or agent of Declaration,
who may be or become an officer, director, employee or agent of the Fund, will
be deemed, when rendering services to the Fund, or acting on any business of the
Fund (other than services or business in connection with Declaration' duties
hereunder), to be rendering such services to or acting solely for the Fund and
not as a director, officer, employee, shareholder or agent of, or under the
control or direction of Declaration even though such person may be receiving
compensation from Declaration.

(c) The Fund agrees to indemnify and hold Declaration harmless, together
with its directors, officers, employees, shareholders and agents from and
against any and all claims, demands, expenses and liabilities (whether with or
without basis in fact or law) of any and every nature which Declaration may
sustain or incur or which may be asserted against Declaration by any person by
reason of, or as a result of:

(i) any action taken or omitted to be taken by Declaration except
claims, demands, expenses and liabilities arising from willful misfeasance,
bad faith, negligence or reckless disregard on the part of Declaration in
the performance of its obligations and duties under this Agreement; or

(ii) any action taken or omitted to be taken by Declaration in
reliance upon any Certificate, instrument, order or stock certificate or
other document reasonably believed by Declaration to be genuine and signed,
countersigned or executed by any duly authorized person, upon the Oral
Instructions or Written Instructions of an authorized person of the Fund,
or upon the written opinion of legal counsel for the Fund or Declaration;
or

(iii) the offer or sale of shares of the Fund to any person, natural
or otherwise, which is in violation of any state or federal law.

If a claim is made against Declaration as to which Declaration may seek
indemnity under this Section, Declaration will notify the Fund promptly after
receipt of any written assertion of such claim threatening to institute an
action or proceeding with respect thereto and will notify the Fund promptly of
any action commenced against Declaration within ten (10) days after Declaration
has been served with a summons or other legal process. Failure to notify the
Fund will not, however, relieve the Fund from any liability which it may have on
account of the indemnity under this Section so long as the Fund has not been
prejudiced in any material respect by such failure.

The Fund and Declaration will cooperate in the control of the defense of
any action, suit or proceeding in which Declaration is involved and for which
indemnity is being provided by the Fund to Declaration. The Fund may negotiate
the settlement of any action, suit or proceeding subject to Declaration's
approval, which will not be unreasonably withheld. Declaration reserves the
right, but not the obligation, to participate in the defense or settlement of a
claim, action or proceeding with its own counsel. Costs or expenses incurred by
Declaration in connection with, or as a result of such participation, will be
borne solely by the Fund if: (i) Declaration has received an opinion of counsel
from counsel to the Fund stating that the use of counsel to the Fund by
Declaration would present an impermissible conflict of interest; (ii) the
defendants in, or targets of, any such action or proceeding include both
Declaration and the Fund, and legal counsel to Declaration has reasonably
concluded that there are legal defenses available to it which are different from
or additional to those available to the Fund or which may be adverse to or
inconsistent with defenses available to the Fund (in which case the Fund will
not have the right to direct the defense of such action on behalf of
Declaration); or (iii) the Fund authorizes Declaration to employ separate
counsel at the expense of the Fund.

(d) The terms of this Section will survive the termination of this
Agreement.

SECTION 5. REPRESENTATIONS AND WARRANTIES.

(a) Declaration represents and warrants that:

(i) it is a corporation duly organized and existing and in good
standing under the laws of Pennsylvania;

(ii) it is empowered under applicable laws and by its Certificate of
Incorporation and by-laws to enter into and perform this Agreement;

(iii) all requisite corporate proceedings have been taken to authorize
Declaration to enter into and perform this Agreement;

(iv) it has and will continue to have access to the facilities,
personnel and equipment required to fully perform its duties and
obligations hereunder;

(v) no legal or administrative proceedings have been instituted or
threatened which would impair Declaration's ability to perform its duties
and obligations under this Agreement;

(vi) its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or obligation of
Declaration or any law or regulation applicable to it;

(vii) it is registered as a transfer agent under Section 17A(c)(2) of
the Exchange Act;

(viii) this Agreement has been duly authorized by Declaration and,
when executed and delivered, will constitute valid, legal and binding
obligation of Declaration, enforceable in accordance with its terms.

(b) The Fund represents and warrants that:

(i) it is a corporation duly organized and existing and in good
standing under the laws of the State of Maryland;

(ii) it is empowered under applicable laws and by its Articles of
Incorporation and by-laws to enter into and perform this Agreement;

(iii) all requisite proceedings have been taken to authorize the Fund
to enter into and perform this Agreement;

(iv) no legal or administrative proceedings have been instituted or
threatened which would impair the Fund's ability to perform its duties and
obligations under this Agreement;

(v) the Fund's entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or obligations
of the Fund, or any law or regulation applicable to either;

(vi) the Shares are properly registered or otherwise authorized for
issuance and sale;

(vii) this Agreement has been duly authorized by the Fund and, when
executed and delivered, will constitute valid, legal and binding obligation
of the Fund, enforceable in accordance with its terms.

(i) it is a corporation duly organized and existing and in good
standing under the laws of the State of Pennsylvania;

(ii) it is empowered under applicable laws and by its Articles of
Incorporation and by-laws to enter into and perform this Agreement;

(iii) all requisite proceedings have been taken to authorize the
Adviser to enter into and perform this Agreement;

(iv) no legal or administrative proceedings have been instituted or
threatened which would impair the Adviser's ability to perform its duties
and obligations under this Agreement;

(v) the Adviser's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligations of the Adviser, or any law or regulation applicable to either;

(vi) this Agreement has been duly authorized by the Adviser and, when
executed and delivered, will constitute valid, legal and binding obligation
of the Adviser, enforceable in accordance with its terms.

(d) Delivery of Documents

The Fund will furnish or cause to be furnished to Declaration the following
documents;

(i) current Prospectus and Statement of Additional Information;

(ii) most recent Annual Report;

(iii) most recent Semi-Annual Report for registered investment
companies on Form N-SAR;

(iv) certified copies of resolutions of the Fund's Board of Directors
authorizing the execution of Written Instructions or the transmittal of
Oral Instructions and those persons authorized to give those Instructions.

(e) Record Keeping and Other Information

Declaration will create and maintain all records required of it pursuant to
its duties hereunder and as set forth in Schedule "A" in accordance with all
applicable laws, rules and regulations, including records required by Section
31(a) of the Act. All such records will be the property of the Fund and will be
available during regular business hours for inspection, copying and use by the
Fund. Where applicable, such records will be maintained by Declaration for the
periods and in the places required by Rule 31a-2 under the Act. Upon termination
of this Agreement, Declaration will deliver all such records to the Fund or such
person as the Fund may designate.

In case of any request or demand for the inspection of the Share records of
the Fund, Declaration shall notify the Fund and secure instructions as to
permitting or refusing such inspection. Declaration may, however, exhibit such
records to any person in any case where it is advised by its counsel that it may
be held liable for failure to do so.

SECTION 6. COMPENSATION. The Adviser agrees to pay Declaration compensation
for its services, and to reimburse it for expenses at the rates, times, manner
and amounts as set forth in Schedule "B" attached hereto and incorporated herein
by reference and as will be set forth in any amendments to such Schedule "B"
agreed upon in writing by the Parties. Upon receipt of an invoice therefor, the
Adviser agrees to pay such fees within ten (10) business days. In addition, the
Adviser agrees to reimburse Declaration for any out-of-pocket expenses paid by
Declaration on behalf of the Fund within ten (10) calendar days of the Fund's
receipt of an invoice therefor. In the event Adviser is unable to pay such
invoices for services or out- of- pocket expenses, for any reason, the Fund
agrees to pay Declaration the full amount(s) due within ten (10) additional
business days.

For the purpose of determining fees payable to Declaration, the value of
the Fund's net assets will be computed at the times and in the manner specified
in the Fund's Prospectus and Statement of Additional Information then in effect.

During the term of this Agreement, should the Fund seek services or
functions in addition to those outlined below or in Schedule "A" attached
hereto, a written amendment to this Agreement specifying the additional services
and corresponding compensation will be executed by the Parties.

In the event that Adviser is more than thirty (30) days delinquent in its
payments of monthly billings in connection with this Agreement (with the
exception of specific amounts which may be contested in good faith by the Fund),
this Agreement may be terminated upon thirty (30) days' written notice by
Declaration. The Adviser must notify Declaration in writing of any contested
amounts within ten (10) days of receipt of a billing for such amounts. Disputed
amounts are not due and payable while they are being disputed.

SECTION 7. DAYS OF OPERATION. Nothing contained in this Agreement is
intended to or will require Declaration, in any capacity hereunder, to perform
any functions or duties on any holiday, day of special observance or any other
day on which the New York Stock Exchange ("NYSE") is closed. Functions or duties
normally scheduled to be performed on such days will be performed on and as of
the next succeeding business day on which the NYSE is open. Notwithstanding the
foregoing, Declaration will compute the net asset value of the Fund on each day
required pursuant to Rule 22c-1 promulgated under the Act.

SECTION 8. ACTS OF GOD, ETC. Declaration will not be liable or responsible
for delays or errors caused by acts of God or by reason of circumstances beyond
its control including, acts of civil or military authority, national
emergencies, labor difficulties, mechanical breakdown, insurrection, war, riots,
or failure or unavailability of transportation, communication or power supply,
fire, flood or other catastrophe.

In the event of equipment failures beyond Declaration's control,
Declaration will, at no additional expense to the Fund, take reasonable steps to
minimize service interruptions but will have no liability with respect thereto.
The foregoing obligation will not extend to computer terminals located outside
of premises maintained by Declaration. Declaration has entered into and
maintains in effect agreements making reasonable provision for emergency use of
electronic data processing equipment to the extent appropriate equipment is
available.

SECTION 9. INSPECTION AND OWNERSHIP OF RECORDS. In the event of a request
or demand for the inspection of the records of the Fund, Declaration will use
its best efforts to notify the Fund and to secure instructions as to permitting
or refusing such inspection. Declaration may, however, make such records
available for inspection to any person in any case where it is advised in
writing by its counsel that it may be held liable for failure to do so after
notice to the Fund.

Declaration recognizes that the records it maintains for the Fund are the
property of the Fund and will be surrendered to the Fund upon written notice to
Declaration as outlined under Section 10(c) below. The Fund is responsible for
the payment in advance of any fees owed to Declaration. Declaration agrees to
maintain the records and all other information of the Fund in a confidential
manner and will not use such information for any purpose other than the
performance of Declaration' duties under this Agreement.

SECTION 10. DURATION AND TERMINATION.

(a) The initial term of this Agreement will be for the period of two (2)
years, commencing on the date hereinabove first written (the "Effective Date")
and will continue thereafter subject to termination by either Party as set forth
in subsection (c) below.

(b) The fee schedules set forth in Schedule "B" attached hereto will be
fixed for the initial term commencing on the Effective Date of this Agreement
and will continue thereafter subject to their review and any adjustment.

(c) After the initial term of this Agreement, a Party may give written
notice to the other (the day on which the notice is received by the Party
against which the notice is made shall be the "Notice Date") of a date on which
this Agreement shall be terminated ("Termination Date"). The Termination Date
shall be set on a day not less than ninety (90) days after the Notice Date. The
period of time between the Notice Date and the Termination Date is hereby
identified as the "Notice Period". Any time up to, but not later than fifteen
(15) days prior to the Termination Date, the Adviser or the Fund will pay to
Declaration such compensation as may be due as of the Termination Date and will
likewise reimburse Declaration for any out-of-pocket expenses and disbursements
reasonably incurred or expected to be incurred by Declaration up to and
including the Termination Date.

(d) In connection with the termination of this Agreement, if a successor to
any of Declaration' duties or responsibilities under this Agreement is
designated by the Fund by written notice to Declaration, Declaration will
promptly, on the Termination Date and upon receipt by Declaration of any
payments owed to it as set forth in Section 10(c) above, transfer to the
successor, at the Adviser's expense, all records which belong to the Fund and
will provide appropriate, reasonable and professional cooperation in
transferring such records to the named successor.

(e) Should the Fund desire to move any of the services outlined in this
Agreement to a successor service provider prior to the Termination Date,
Declaration shall make a good faith effort to facilitate the conversion on such
prior date, however, there can be no guarantee that Declaration will be able to
facilitate a conversion of services prior to the end of the Notice Period.
Should services be converted to a successor service provider prior to the end of
the Notice Period, or if the Fund is liquidated or its assets merged or
purchased or the like with another entity, payment of fees to Declaration shall
be accelerated to a date prior to the conversion or termination of services and
calculated as if the services had remained at Declaration until the expiration
of the Notice Period and shall be calculated at the asset levels on the Notice
Date.

(f) Notwithstanding any other provisions of Paragraph 10, in the event the
Fund deregisters as an Investment Company with the United States Securities and
Exchange Commission ("SEC"), this Agreement may be terminated by the Fund upon
ninety (90) days written notice to Declaration. The Termination Date shall be
ninety (90) days after the receipt of such notice by Declaration. Any time up
to, but not later than fifteen (15) days prior to the Termination Date, the
Adviser or the Fund will pay to Declaration such compensation as may be due as
of the Termination Date and will likewise reimburse Declaration for any out-
of-pocket expenses and disbursements reasonably incurred or expected to be
incurred by Declaration up to and including the Termination Date.

(g) Notwithstanding the foregoing, this Agreement may be terminated at any
time by either Party in the event of a material breach by the other Party
involving negligence, willful misfeasance, bad faith or a reckless disregard of
its obligations and duties under this Agreement provided that such breach shall
have remained unremedied for sixty (60) days or more after receipt of written
specification thereof.

SECTION 11. RIGHTS OF OWNERSHIP. All computer programs and procedures
developed to perform services required to be provided by Declaration under this
Agreement are the property of Declaration. All records and other data except
such computer programs and procedures are the exclusive property of the Fund and
all such other records and data will be furnished to the Fund in appropriate
form as soon as practicable after termination of this Agreement for any reason.

SECTION 12. AMENDMENTS TO DOCUMENTS. The Fund will furnish Declaration
written copies of any amendments to, or changes in, the Articles of
Incorporation, by-laws, Prospectus or Statement of Additional Information in a
reasonable time prior to such amendments or changes becoming effective. In
addition, the Fund agrees that no amendments will be made to the Prospectus or
Statement of Additional Information of the Fund which might have the effect of
changing the procedures employed by Declaration in providing the services agreed
to hereunder or which amendment might affect the duties of Declaration hereunder
unless the Fund first obtains Declaration' approval of such amendments or
changes.

SECTION 13. CONFIDENTIALITY. Both Parties hereto agree that any non-public
information obtained hereunder concerning the other Party is confidential and
may not be disclosed to any other person without the consent of the other Party,
except as may be required by applicable law or at the request of the U.S.
Securities and Exchange Commission or other governmental agency. Declaration
agrees that it will not use any non-public information for any purpose other
than performance of its duties or obligations hereunder. The obligations of the
Parties under this Section will survive the termination of this Agreement. The
Parties further agree that a breach of this Section would irreparably damage the
other Party and accordingly agree that each of them is entitled, without bond or
other security, to an injunction or injunctions to prevent breaches of this
provision.

SECTION 14. NOTICES. Except as otherwise provided in this Agreement, any
notice or other communication required by or permitted to be given in connection
with this Agreement will be in writing and will be delivered in person or sent
by first class mail, postage prepaid or by prepaid overnight delivery service to
the respective parties as follows:

If to the Fund: If to Declaration:
Amidex Funds, Inc. Declaration Service Company
26 Broadway, Suite 741 555 North Lane, Suite 6160
New York, New York 10004 Conshohocken, PA 19428
Attention: Clifford A. Goldstein Attention: Gregory Sanginitti
President President

If to the Adviser:
TransNations Investments, Inc.
26 Broadway, Suite 741
New York, New York 10004
Attention: Clifford A. Goldstein
President

SECTION 15. AMENDMENT. No provision of this Agreement may be amended or
modified in any manner except by a written agreement properly authorized and
executed by the Parties. This Agreement may be amended from time to time by
supplemental agreement executed by the Parties and the compensation stated in
Schedule "B" attached hereto may be adjusted accordingly as mutually agreed
upon.

SECTION 16. AUTHORIZATION. The Parties represent and warrant to each other
that the execution and delivery of this Agreement by the undersigned officer of
each Party has been duly and validly authorized; and when duly executed, this
Agreement will constitute a valid and legally binding enforceable obligation of
each Party.

SECTION 17. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which when so executed will be deemed to be an original,
but such counterparts will together constitute but one and the same instrument.

SECTION 18. ASSIGNMENT. This Agreement will extend to and be binding upon
the Parties hereto and their respective successors and assigns; provided,
however, that this Agreement will not be assignable by any of the parties
without the written consent of the other parties, which consents shall be
authorized or approved by a resolution by its respective Boards of Directors.

SECTION 19. GOVERNING LAW. This Agreement will be governed by the laws of
the State of Pennsylvania.

SECTION 20. SEVERABILITY. If any part, term or provision of this Agreement
is held by any court to be illegal, in conflict with any law or otherwise
invalid, the remaining portion or portions will be considered severable and not
be affected and the rights and obligations of the parties will be construed and
enforced as if the Agreement did not contain the particular part, term or
provision held to be illegal or invalid, provided that the basic agreement is
not thereby materially impaired.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
consisting of twenty (13) typewritten pages, together with Schedules "A," "B"
and "C" (Pages 14-21, attached), to be signed by their duly authorized officers
as of the day and year first above written.

AMIDEX FUNDS, INC. DECLARATION SERVICE COMPANY

- --------------------------- ------------------------------
By: Clifford A. Goldstein By: Terence P. Smith
President Chief Executive Officer

TRANSNATIONS INVESTMENTS, INC.

- ---------------------------
By: Clifford A. Goldstein
President

<PAGE>

SCHEDULE A

ACCOUNTING SERVICES PROVIDED BY DECLARATION SERVICE COMPANY
- --------------------------------------------------------------------------------

o Journalize each Portfolio's investment, capital share and income and
expense activities.

o Verify investment buy/sell trade tickets when received from the adviser and
transmit trades to the Fund's custodian for proper settlement.

o Maintain individual ledgers for investment securities.

o Maintain historical tax lots for each security.

o Reconcile cash and investment balances of each Portfolio with the
custodian, and provide the adviser with the beginning cash balance
available for investment purposes.

o Update the cash availability throughout the day as required by the adviser.

o Post to and prepare each Portfolio's Statement of Assets and Liabilities
and Statement of Operations.

o Calculate expenses payable pursuant to the Fund's various contractual
obligations.

o Control all disbursements from the Fund on behalf of each Portfolio and
authorize such disbursements upon instructions of the Fund.

o Calculate capital gains and losses.

o Determine each Portfolio's net income.

o At the Portfolio's expense, obtain security market prices or if such market
prices are not readily available, then obtain such prices from services
approved by the adviser, and in either case calculate the market or fair
value of each Portfolio's investments.

o Where applicable, calculate the amortized cost value of debt instruments.

o Transmit or mail a copy of the portfolio valuations to the adviser.

o Compute the net asset value of each Portfolio.

o Report applicable net asset value and performance data to performance
tracking organizations.

o Compute each Portfolio's yields, total returns, expense ratios and
portfolio turnover rate.

o Prepare and monitor the expense accruals and notify Fund management of any
proposed adjustments.

o Prepare monthly financial statements, which will include, without
limitation, the Schedule of Investments, the Statement of Assets and
Liabilities, the Statement of Operations, the Statement of Changes in Net
Assets, the Cash Statement, and the Schedule of Capital Gains and Losses.

o Prepare monthly security transactions listings.

o Prepare monthly broker security transactions summaries.

o Supply various Fund and Portfolio statistical data as requested on an
ongoing basis.

o Assist in the preparation of support schedules necessary for completion of
Federal and state tax returns.

o Assist in the preparation and filing of the Fund's annual and semiannual
reports with the SEC on Form N-SAR.

o Assist in the preparation and filing of the Fund's annual and semiannual
reports to shareholders and proxy statements.

o Assist with the preparation of amendments to the Fund's Registration
Statements on From N-1A and other filings relating to the registration of
shares.

o Monitor each Portfolio's status as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended from time to
time ("Code").

o Determine the amount of dividends and other distributions payable to
shareholders as necessary to, among other things, maintain the
qualification as a regulated investment company of each Portfolio of the
Fund under the Code.

o Provide other accounting services as may be agreed upon from time to time
in writing by the Fund and Declaration.

ADMINISTRATIVE SERVICES PROVIDED BY DECLARATION SERVICE COMPANY
- --------------------------------------------------------------------------------

o Provide overall day-to-day Fund administrative management, including
coordination of investment adviser, custodian, transfer agency,
distribution and pricing and accounting services.

o Preparation and filing of all Federal and State reports including:

o Fund's post-effective amendments under the Securities Act of 1933 and
the Investment Company Act of 1940.

o Form N-SAR - Semi-Annual report for Registered Investment Companies.

o The Fund's Annual and Semi-Annual Report.

o Rule 24f-2 Notice - filing regarding sale(s) of securities.

o Rule 17g-1 filing with the SEC regarding Fidelity Bond coverage.

o Ongoing monitoring and filing of State Blue Sky registrations.

o Prepare and file such reports, applications and documents as may be
necessary or desirable to register the Fund's shares with the Federal and
state securities authorities, and monitor the sale of Fund shares for
compliance with Federal and state securities laws.

o Prepare and file reports to shareholders, including the annual report to
shareholders, and coordinate mailing Prospectuses, notices, proxy
statements, proxies and other reports to shareholders.

o Assist with layout and printing of shareholder communications, including
Prospectuses and reports to shareholders.

o Administer contracts on behalf of the Fund with, among others, the Fund's
investment adviser, custodian, transfer agent/shareholder servicing agent,
distributor, and accounting services agent.

o Prepare and maintain materials for directors/management meetings including,
agendas, minutes, attendance records and minute books.

o Coordinate shareholder meetings, including assisting Fund counsel in
preparation of proxy materials, preparation of minutes and tabulation of
results.

o Monitor and pay Fund bills, maintain Fund budget and report budget expenses
and variances to Fund management.

o Monitor the Fund's compliance with the investment restrictions and
limitations imposed by the 1940 Act and state Blue Sky laws and applicable
regulations thereunder, the fundamental and non-fundamental investment
policies and limitations set forth in the Fund's Prospectuses and Statement
of Additional Information, and the investment restrictions and limitations
necessary for each Portfolio of the Fund to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986,
as amended, or any successor statute.

o Prepare and distribute to appropriate parties notices announcing the
declaration of dividends and other distributions to shareholders.

o Provide administrative services as may be agreed from time to time in
writing by Declaration.

Blue Sky Administration

o Produce and mail the following required filings:

o Initial Filings - produce all required forms and follow-up on any
comments, including notification of SEC effectiveness.

o Renewals - produce all renewal documents and mail to states, includes
follow-up to ensure all is in order to continue selling in states.

o Sales Reports - produce all the relevant sales reports for the states
and complete necessary documents to properly file sales reports with
states.

o Annual Report Filings - file copies of all annual reports with states.
o Prospectus Filings - file all copies of Definitive SAI &
Prospectuses with the states.

o Post-Effective Amendment Filing - file all Post-Effective Amendments
with the states, as well as, any other required documents.

o On demand additional states - complete filing for any states that you
would like to add.

o Amendments to current permits - file in a timely manner any amendment
to registered share amounts.

o Update and file hard copy of all data pertaining to individual
permits.

TRANSFER AGENT, SHAREHOLDER SERVICING AGENT AND DIVIDEND DISBURSING AGENT
SERVICES PROVIDED BY DECLARATION SERVICE COMPANY
- --------------------------------------------------------------------------------

o Examine and process new accounts, subsequent payments, liquidations,
exchanges, transfers, telephone transactions, check redemptions automatic
withdrawals, and wire order trades.

o Reinvest or pay dividends and make other distributions.

o Answer investor and dealer telephone and/or written inquiries, except as
otherwise agreed by the Transfer Agent and the Fund.

o Process and confirm address changes.

o Process standard account record changes as required, i.e. Dividend Codes,
etc.

o Microfilm and/or store source documents for transactions, such as account
applications and correspondence.

o Perform backup withholding for those accounts in accordance with Federal
regulations.

o Solicit missing taxpayer identification numbers.

o Provide remote access inquiry to Fund records via Fund supplied hardware
(fund responsible for connection line and monthly fee).

o Maintain the following shareholder information in such a manner as the
Transfer Agent shall determine:

o Name and address, including zip code.

o Balance of Shares.

o Number of Shares, issuance date of each share outstanding and
cancellation date of each share no longer outstanding, if issued.

o Balance of dollars available for redemption.

o Dividend code (daily accrual, monthly reinvest, monthly cash or
quarterly cash).

o Type of account code.

o Establishment date indicating the date an account was opened, carrying
forward pre-conversion data as available.

o Original establishment date for accounts opened by exchange.

o W-9 withholding status and periodic reporting.

o State of residence code.

o Social security or taxpayer identification number, and indication of
certification.

o Historical transactions on the account for the most recent 18 months,
or other period as mutually agreed to from time to time.

o Indication as to whether phone transaction can be accepted for this
account. Beneficial owner code, i.e. male, female, joint tenant, etc.

o Provide the following reports and statements:

o Prepare daily journals for Fund reflecting all shares and dollar
activity for the previous day.

o Supply information monthly for Fund's preparation of Blue Sky
reporting.

o Supply monthly purchase, redemption and liquidation information for
use in Fund's N-SAR report.

o Provide monthly average daily balance reports for the Fund.

o Prepare and mail copies of summary statements to dealers and
investment advisers.

o Mail transaction confirmation statements daily to investors.

o Address and mail four periodic financial reports (material must be
adaptable to Transfer Agent's mechanical equipment as reasonably
specified by the Transfer Agent).

o Mail periodic statement to investors.

o Compute, prepare and furnish all necessary reports to governmental
authorities: Forms 1099R, 1099DIV, 1099B, 1042 and 1042S.

o Enclose various marketing material as designated by the Fund in
statement mailings, i.e. monthly and quarterly statements (material
must be adaptable to mechanical equipment as reasonably specified by
the Transfer Agent).

o Prepare and mail confirmation statements to dealers daily.

o Prepare certified list of stockholders for proxy mailing.

<PAGE>

SCHEDULE B

Compensation Schedule for Services Provided by Declaration Service Company

PER PORTFOLIO
- -------------

0.20% on first $25 million of average annual assets
0.15% on next $25 million of average annual assets
0.10% on next $50 million of average annual assets
0.075% in excess of $100 million of average annual assets

Transfer Agent/ Shareholder Services:
- -------------------------------------

$ 7.50 per Shareholder Account

Minimum annual fees:
- --------------------

Year one (1) $ 56,000
Year two (2) $ 67,000
Year three (3) $ 78,000
Thereafter $ 89,000

Plus out-of-pocket expenses to include, but not limited to: wire fees, Fund/SERV
and Networking fees, bank service charges, printing, copying, postage, courier,
account statement/ confirmation (including programming costs for specialized
statements/ confirmations), portfolio price quotation service, asset allocation
charges, travel, telephone, registration fees, and other standard miscellaneous
items.

ADDITIONAL CLASSES OF SHARES PER PORTFOLIO

Each category of fee (including annual minimums) increases by 50% for the second
class of shares per portfolio, and by 25% for each additional class of shares
per portfolio.

<PAGE>

SCHEDULE C

AMIDEX FUNDS, INC

Portfolios covered by this Agreement:

The Amidex 35 Fund

EXHIBIT 23(I)

THE LAW OFFICES OF DAVID D. JONES, P.C.
518 Kimberton, # 134
Phoenixville, PA 19460
(610) 718-5381 (phone)
(610) 718-5391 (facsimile)
[email protected] (e-mail)

Amidex Funds, Inc. February 26, 1999
26 Broadway, Suite 741
New York, New York 10004

Dear Sirs:

As counsel to Amidex Fiunds, Inc. (the "Company"), an corporation organized
under the laws of the State of Maryland, I have been asked to render my opinion
with respect to the issuance of an indefinite number of shares of beneficial
interest of the Company (the "Shares") representing proportionate interests in
The Amidex 35 Fund (the "Fund"). The Shares of the Fund are a series of the
Company consisting of a single class of shares, all as more fully described in
the Prospectus and Statement of Additional Information contained in the
Registration Statement on Form N-1A, to which this opinion is an exhibit, to be
filed with the Securities and Exchange Commission.

I have examined the Company's Articles of Incorporation, by-laws, the Prospectus
and Statement of Additional Information contained in the Registration Statement,
and such other documents, records and certificates as deemed necessary for the
purposes of this opinion.

Based on the foregoing, I am of the opinion that the Shares, when issued,
delivered and paid for in accordance with the terms of the Prospectus and
Statement of Additional Information, will be legally issued, fully paid, and
non-assessable by the Company. I also give my consent for the Company to
included this opinion as an Exhibit to the Trust's Registration Statement on
Form N-1A.

Very Truly Yours,

David D. Jones
Attorney & Counselor at Law

EXHIBIT 23L

SUBSCRIPTION AGREEMENT

Amidex Funds Funds, Inc.
26 Broadway, Suite 741
New York, New York 10004

Gentlemen:

The undersigned ("Subscriber") hereby subscribes for and agrees to acquire
from Amidex Funds, Inc., a corporation incorporated under the laws of the State
of Maryland (the "Corporation"), the number of shares of $.0001 par value Common
stock of The Amidex 35 Fund (the "Shares") of the Corporation shown below in
consideration of a cash contribution of $100,000 ($10.00 per share).

Subscriber hereby represents and warrants to the Corporation that:

(a) Subscriber hereby acknowledges and agrees that the shares will be
issued in reliance upon the exemption from registration contained in Section
4(2) of the Securities Act of 1933 (the "Securities Act"), and that such Shares
will or may also be issued in reliance upon the exemptions from registration
contained in relevant sections of the Maryland Securities Act and/or comparable
exemptions contained in the securities laws of other jurisdictions to the extent
applicable, and that the transfer of such shares may be restricted or limited as
a condition to the availability of such exemptions.

(b) The shares are being purchased for investment for the account of the
undersigned and without the intent of participating directly or indirectly in a
distribution of such Shares, and the Shares will not be transferred except in a
transaction that is in compliance with any and all applicable securities laws.

(c) Subscriber has been supplied with, or has had access to, all
information, including financial statements and other financial information, of
the Corporation, to which a reasonable investor would attach significance in
making investment decisions, and has had the opportunity to ask questions of,
and receive answers from, knowledgeable individuals concerning the Corporation
and the Shares.

(d) Subscriber understands that no registration statement or prospectus
with respect to the corporation or the shares is yet effective, and Subscriber
has made his own inquiry and analysis with respect to the Corporation and the
shares.

(e) Subscriber personally, or together with his purchaser representative,
has such knowledge and experience in financial and business matters to be
capable of evaluating the merits and risks of an investment in the Corporation
and the Shares.

(f) Subscriber is financially able to bear the economic risk of this
investment, can afford to hold the shares for an indefinite period and can
afford a complete loss of this investment

Dated as of the ___ day of March, 1999

Shares of
The Amidex 35 Fund Subscribed Purchase Amount
----------------------------- ---------------

10,000 $100,000

SUBSCRIBED BY:

- -------------------------------------
[NAME OF SUBSCRIBER]

ACCEPTED BY:

AMIDEX FUNDS, INC.

- -------------------------------------
CLIFFORD A. GOLDSTEIN
PRESIDENT

EXHIBIT 23(M)

PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1

WHEREAS, Amidex Funds, Inc., a corporation organized and existing under the laws
of the State of Maryland (the "Company"),engages in business as an open-end
management investment company and is registered as such under the Investment
Company Act of 1940, as amended (the"1940 Act"); and

WHEREAS, the Company is authorized to issue an unlimited number of shares of
beneficial interest (the "Shares"), in separate series representing the
interests in separate funds of securities and other assets; and

WHEREAS, the Company offers a series of such Shares representing interests in
the AMIDEX 35 FUND (the "Fund") of the Trust;

WHEREAS, the Directors of the Company as a whole, and the Directors who are not
interested persons of the Company (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of this Plan or in any
agreement relating hereto (the "Non-Interested Directors"), having determined,
in the exercise of reasonable business judgment and in light of their fiduciary
duties under state law and under Section 36(a) and (b) of the 1940 Act, that
there is a reasonable likelihood that this Plan will benefit the Trust and its
shareholders, have approved this Plan by votes cast at a meeting called for the
purpose of voting hereon and on any agreements related hereto; and

NOW, THEREFORE, the Company hereby adopts this Plan in accordance with Rule
12b-1 under the 1940 Act, on the following terms and conditions:

1. Distribution and Servicing Activities. Subject to the supervision of the
Directors of the Company, the Company may, directly or indirectly, engage
in any activities primarily intended to result in the sale of Shares of the
Fund, which activities may include, but are not limited to, the following:
(a)payments to the Company 's Distributor and to securities dealers and
others in respect of the sale of Shares of the Fund; (b) payment of
compensation to and expenses of personnel (including personnel of
organizations with which the Company has entered into agreements related to
this Plan) who engage in or support distribution of Shares of the Fund or
who render shareholder support services not otherwise provided by the
Company 's transfer agent, administrator, or custodian, including but not
limited to, answering inquiries regarding the Company, processing
shareholder transactions, providing personal services and/or the
maintenance of shareholder accounts, providing other shareholder liaison
services, responding to shareholder inquiries, providing information on
shareholder investments in the Fund, and providing such other shareholder
services as the Company may reasonably request; (c) formulation and
implementation of marketing and promotional activities, including, but not
limited to, direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; (d) preparation, printing and
distribution of sales literature; (e) preparation, printing and
distribution of prospectuses and statements of additional information and
reports of the Trust for recipients other than existing shareholders of the
Company; and (f) obtaining such information, analyses and reports with
respect to marketing and promotional activities as the Company may, from
time to time, deem advisable. The Company is authorized to engage in the
activities listed above, and in any other activities primarily intended to
result in the sale of Shares of the Fund, either directly or through other
persons with which the Company has entered into agreements related to this
Plan.

2. Maximum Expenditures. The expenditures to be made by the Company pursuant
to this Plan and the basis upon which payment of such expenditures will be
made shall be determined by the Directors of the Company, but in no event
may such expenditures exceed an amount calculated at the rate of 0.25% per
annum of the average daily net asset value of the Investor Shares of the
Fund for each year or portion thereof included in the period for which the
computation is being made, elapsed since the inception of this Plan to the
date of such expenditures. Notwithstanding the foregoing, in no event may
such expenditures paid by the Company as service fees exceed an amount
calculated at the rate of0.25% of the average annual net assets of the
Shares of the Fund, nor may such expenditures paid as service fees to any
person who sells Shares of the Fund exceed an amount calculated at the rate
of 0.25% of the average annual net asset value of such shares. Such
payments for distribution and shareholder servicing activities may be made
directly by the Company or to other persons with which the Company has
entered into agreements related to this Plan.

3. Term and Termination. (a) This Plan shall become effective as of the1st day
of March, 1999. Unless terminated as herein provided, this Plan shall
continue in effect for one year from the date hereof and shall continue in
effect for successive periods of one year thereafter, but only so long as
each such continuance is specifically approved by votes of a majority of
both (i) the Directors of the Company and (ii) the Non-Interested
Directors, cast at a meeting called for the purpose of voting on such
approval. (b) This Plan may be terminated at any time with respect to the
Fund by a vote of a majority of the Non-Interested Directors or by a vote
of a majority of the outstanding voting securities of the Fund as defined
in the 1940 Act.

4. Amendments. This Plan may not be amended to increase materially the maximum
expenditures permitted by Section 2 hereof unless such amendment is
approved by a vote of the majority of the outstanding voting securities of
the Fund as defined in the 1940 Act with respect to which a material
increase in the amount of expenditures is proposed, and no material
amendment to this Plan shall be made unless approved in the manner provided
for annual renewal of this Plan in Section 3(a) hereof.

5. Selection and Nomination of Directors. While this Plan is n effect, the
selection and nomination of the Non-Interested Directors of the Company
shall be committed to the discretion of such Non-Interested Directors.

6. Quarterly Reports. The Treasurer of the Company shall provide to the
Directors of the Company and the Directors shall review quarterly a written
report of the amounts expended pursuant to this Plan and any related
agreement and the purposes for which such expenditures were made.

7. Record keeping. The Company shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 6 hereof, for a
period of not less than six years from the date of this Plan. Any such
related agreement or such reports for the first two years will be
maintained in an easily accessible place.

8. Limitation of Liability. Any obligations of the Company hereunder shall not
be binding upon any of the Directors, officers or shareholders of the
Company personally, but shall bind only the assets and property of the
Company. The term "Amidex Funds, Inc." means and refers to the Directors
from time to time serving under the Articles of Incorporation of the
Company, a copy of which is on file with the Secretary of the State of
Maryland. The execution of this Plan has been authorized by the Directors,
and this Plan has been signed on behalf of the Company by an authorized
officer of the Company, acting as such and not individually, and neither
such authorization by such Directors nor such execution by such officer
shall be deemed to have been made by any of them individually or to impose
any liability on any of them personally, but shall bind only the assets and
property of the Company as provided in the Articles of Incorporation and
bylaws of the Company.

IN WITNESS THEREOF, the parties hereto have caused this Plan to be executed as
of the date written above.

AMIDEX FUNDS, INC.

Attest:

By__________________________________

AMIDEX 35 FUND

Attest:

By__________________________________

EXHIBIT 23N

FINANCIAL DATA SCHEDULE

This is a new fund without an operating history. Accordingly, information
concerning the financial performance of the Fund is not yet available. The Fund
will provide such information at such time as it completes its first six months
of operations and as required by law.