AMIDEX FUNDS INC, 497, 2000-10-06

AMIDEX FUNDS INC
497, 2000-10-06

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PROSPECTUS
Dated October 4, 2000

The AMIDEX35 Mutual Fund

26 Broadway, Suite 741
New York, New York 10004
1-888-876-3566

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

AMIDEX(TM) Funds, Inc. (the "Company") is an open-end investment management
company currently consisting of one portfolio, The AMIDEX35(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 AMIDEX35(TM) Index (the "Index"), an index
of the 35 largest market capitalization Israeli companies.

The Fund offers No-Load shares by this Prospectus. This means that 100% of your
investment is placed in shares of the Fund, and you are not subject to front or
back-end sales charges. The Fund also offers other share classes that are
subject to sales charges and loads and that have different ongoing fees and
expenses. To obtain a prospectus containing information about the Fund's other
share classes, please contact the Fund.

The minimum investment in the Fund is $2,500 for regular accounts or $2,000 for
retirement accounts and custodial accounts for minors. The minimum subsequent
investment is $1,000 for regular accounts and $250 for retirement accounts or
custodial accounts for minors. The Fund may change minimum investment amounts
from time to time.

As is the case for all mutual funds, 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.

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TABLE OF CONTENTS

Risk/Return Summary.
Past Performance.
Fees and Expenses.
Investment Objectives and Policies.
Why Invest in the Fund.
The AMIDEX35(TM)Index.
Risk Factors.
Purchasing Shares.
Redeeming Shares.
Tax Considerations.
Management of the Fund.
Investment Advisor.
Plan of Distribution.
General Information.
Financial Highlights

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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 AMIDEX35(TM) Index (the "Index"). The Index tracks the performance of the 35
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. As of September 30, 2000, the
companies in the Index ranged in size from approximately $109 million in market
capitalization to over $23 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 employs 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

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, which means that it can invest a larger percentage of
its assets in a fewer number of companies. The Fund has chosen to be
non-diversified because, at times, certain companies in the Index can constitute
a significant portion of the Index. Non-diversified funds are generally
considered to be more risky than funds that invest in a broader variety of
securities.

Because the Fund invests in securities of Israeli issuers, the Fund may be
exposed to special risks and considerations. There may be less information
concerning Israeli securities available to the public than in the U.S. There is
also potential difficulty in obtaining or enforcing a court judgment, and unique
characteristics of Israeli securities and markets 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.

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

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.

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 of these securities, which could have a negative impact
on the Fund.

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.

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

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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. 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.

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. If the companies in the Index perform well, the Fund
will also reflect that performance.

PAST PERFORMANCE

The Fund commenced offering its No-Load shares on June 8, 1999. Because the Fund
has not yet achieved a complete calendar year of performance, a performance
table and comparative bar chart are not yet available. Information concerning
the Fund's financial performance for its first fiscal year of operations can be
found in the "Financial Highlights" Section of this prospectus and in the Fund's
audited annual report, dated May 31, 2000. You may receive a copy of the Fund's
annual report, free of charge, by calling the Fund at 888- 876-3566. A copy will
be sent to you within three days of your request.

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 2.001
(as a percentage of amount redeemed)
Exchange Fees NONE

ANNUAL FUND OPERATING EXPENSES: (expenses that are deducted from Fund assets)

Management Fees 0.50%
Distribution (12b-1) Fees 0.25%2
Other Expenses Fees 1.45%
-----
Total Annual Fund Operating Expenses 2.20%

1. You will be charged a redemption fee equal to 2.00% of the net amount of your
redemption, 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").

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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
-------- ----------- ---------- ---------
$223.00 $688.00 $1180.00 $2534.00

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 net amount redeemed of your Fund shares will be charged to you as
an early redemption fee. This fee is not included in these expense calculations.

INVESTMENT OBJECTIVES AND POLICIES

The Fund's investment objectives and strategies have been described in the
Risk/Return Section of this Prospectus. This Section includes 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 are included in the Index. However, the Fund
will never be able to perfectly duplicate the Index's performance, because the
Fund incurs expenses in its management, whereas the Index does not.

Investing the Fund's assets primarily 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. 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".

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, the Czech Republic, the
Slovak Republic, Poland and Hungary.

Between 1950 and 1997, Israel's GDP grew by an average annual rate of 7%. In
recent years, the production of goods and services has 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, Israel has recently 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%.

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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 foreign companies are forming partnerships 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 outside the U.S. Israel is second only to the
United States in the number of new high tech start up companies. Direct foreign
investments in Israel grew to more than $2 billion in 1998, up from virtually
none in 1990.

Israel's economy has surged ahead of many European nations. Its 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" (Standard & Poor's) 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.

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.

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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.

Israel is not only rich in research, technology and intellectual investment, but
also 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 AMIDEX35(TM) INDEX

The AMIDEX35(TM) Index is an unmanaged Index consisting of the 35 largest
publicly traded Israeli companies, as measured by market capitalization. A
company is an "Israeli company" if:

Its stock is traded on the TASE; or 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; and
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 might contain more or less than 35 companies
during the year. If less than 35 Israeli companies meet the criteria for
inclusion at the beginning of a new year, then the Index will contain only those
companies. If a company ceases operation, is de-listed, or becomes insolvent, it
will be deleted from the Index and may not replaced until the beginning of the
new calendar 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.

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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 may assist in selecting the companies that will be
included in or deleted from the Index, based on the criteria described above.
The ("TASE") provides information regarding the Israeli companies participating
in the Index. Business Graph Group ("Tochna L'Inyan") was initially responsible
for maintaining and publishing the Index. Currently, Bloomberg, L.P. is
responsible for calculating and publishing the Index. Bloomberg, L.P. and
Business Graph Group have no affiliation with the Fund, the Advisor, or any of
the Fund's other service providers. The Advisor may, if necessary, select an
alternative independent company to calculate, maintain or publish the Index in
the future.

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 0.95 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 construct the Fund's portfolio to
fully reflect 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. The Adviser is 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."

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, exchange rates and other company, political, and economic news.
Over the short term, stock prices can fluctuate dramatically in response to
these factors. 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. 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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When you sell your Fund shares, they may be worth 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 U.S. 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 U.S. companies. In addition, credit
analysis and ratings systems are not well developed.

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(TM) Funds, Inc., 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. After completing the New
Account Purchase Application you can wire funds to your new AMIDEX account. The
wiring information to be used for wire transfer is

Star Bank, N.A. Cinti/Trust
ABA # 0420-0001-3
DDA # 489023382
For Account: AMIDEX35 Mutual Fund

Please make sure that your name, and your AMIDEX account information are
included with the wire. Each time you make a purchase, 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. The Fund
does not issue stock certificates. All full and fractional shares will be
carried on the books of the Fund.

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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 TASE is, of course, in a
different time zone. 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. Shares of
the Fund are purchased at their net asset value and are 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 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.

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
$2,500.00 except for Individual Retirement Accounts (IRAs) other pension
accounts, and custodial accounts for minors, where the minimum is $2,000.
Minimum subsequent purchases for regular accounts are $1,000 and $250 for IRA,
or pension accounts or 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(TM) Funds, Inc.
c/o The Declaration Group
555 North Lane, Suite 6160
Conshohocken, PA 19428
1-888-876-3566

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(TM) Funds, Inc.,
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.

8
<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:
a. being mailed to an address other than the address of record,
b. made payable to other than the registered owner(s); or
c. transferring shares to another owner.

The redemption price per share is net asset value per share, next determined
after your redemption order is received 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.

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. 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

U.S. Taxes and Pass Trough to Shareholders:

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.

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.

9
<PAGE>

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:

The following is a short summary of Israeli taxes that may be imposed 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. For a more complete discussion of Israeli tax
considerations, please see the SAI.

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, may 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.

Other Taxation

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

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

INVESTMENT ADVISER

TransNations Investments, LLC (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 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 annual operating
expenses at 2.20% of daily net asset value of the Fund, excepting Rule 12b-1
fees, brokerage, interest, taxes, litigation, and other extraordinary expenses.

10
<PAGE>

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(TM) Funds, Inc. The mission statement of the Adviser is "To
develop and introduce Israeli-related investment vehicles to individuals and
financial institutions worldwide."

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 from 1994 to 1996. Previously,
Mr. Rahav worked from 1991 to 1993 for the Federation of Israeli Chambers of
Commerce. Mr. Rahav also served from 1987 to 1990 in the Intelligence Wing of
the Israeli Air Force. Mr. Rahav has a business degree from the Tel Aviv College
of Business and an MBA (with distinguished honors) from the New York Institute
of Technology. Mr. Rahav holds his NASD Series 7 and Series 63 licenses, 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.

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 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. For
the Fund's first fiscal year ending on May 31, 2000, the Fund paid advisory fees
of $22,654 to the Adviser.

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 Adviser pays all expenses incident to the Fund's operations and business
except expenses relating to legal fees resulting from litigation, brokerage
expenses, taxes, if any, and other extraordinary charges. For the Fund's first
fiscal year ending on May 31, 2000, the Fund paid operating servicing fees of
$67,142 to the Adviser.

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.

11
<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.
For the Fund's first fiscal year ending on May 31, 2000, the Fund accrued and
paid $11,120.

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 or
international rating services and financial publications that monitor mutual
fund performance. The Fund may also, from time to time, compare its performance
to the Standard & Poor's 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 April 27, 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 April 27, 1999. The Agreement will
expire on April 26, 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.

12
<PAGE>

FINANCIAL HIGHLIGHTS

The financial data included in the table below for the fiscal year ended May 31,
2000 for No-Load Class shares of the Fund have been audited by Deloitte &
Touche, LLP, independent auditors. The information in the tables below should be
read in conjunction with the Fund's latest audited financial statements and
notes thereto, which may be obtained without charge by contacting the Fund.
Since all share classes of the Fund are invested in the same portfolio of
securities, the returns shown below will vary only to the extent that the
various share classes have different sales charges and ongoing expenses.

For the Period
from June 8, 1999
(start of operations)
to May 31, 2000 (2)

Net Asset Value, beginning of period $ 10.00
----------
Income from investment operations:
Net investment income (loss) (0.23)
Net realized and unrealized gain
(loss) on investments 7.28
----------
Total from investment operations 7.05
----------
Distributions to Shareholders from:
Net investment income 0.00
Net realized capital gains 0.00
Distributions in excess of
Net realized gain 0.00
----------
Total Distributions 0.00
----------

Net Asset Value, End of Period $ 17.05

Total Return 70.50%

Ratios/ Supplemental Data

Net Assets, end of period
(000's omitted) $ 10,981
Ratio of expenses to average net assets
Before expense waivers and fee
Reimbursements 2.85%(1)

Ratio of Net investment income (loss)
To average net assets: (1.50%)

Portfolio Turnover Rate 18.16%

(1) annualized
(2) No-Load shares commenced investment operations on June 8, 1999.

13
<PAGE>

FOR MORE INFORMATION

Additional information about the Fund is available in the Company's latest
audited Annual Report, dated May 31, 2000, and Statement of Additional
Information (SAI). The SAI contains more detailed information on all aspects of
the Fund. A current SAI, dated October 4, 2000 has been filed with the
Securities and Exchange Commission ("SEC") and is incorporated by reference into
this prospectus. The Company's Annual Report contains audited financial
information concerning the Fund and discussion relating to the factors that
affected the Fund's performance during the Fund's last fiscal year.

To receive a copy of the Company's Annual Report of SAI, contact the Company"

BY MAIL:
AMIDEX(TM) Funds, Inc.
c/o Declaration Service Company
555 North Lane, Suite 6160
Conshohocken, PA 19428

BY PHONE: 1-888-876-3566

ON THE INTERNET: www.amidex.com

To request a free copy of the SAI or the Fund's Annual Report, please contact
the Fund. A copy of your requested document(s) will be mailed to you within
three days of your request.

Information about the Fund (including the SAI) can also be reviewed and copied
at the SEC's Public Reference Room in Washington, DC, and information concerning
the operation of the Public Reference Room may be obtained by calling the SEC at
1-202-942-8090. Information about the Fund is also available on the SEC's EDGAR
database at the SEC's web site (www.sec.gov ). Copies of this information can be
obtained, after paying a duplicating fee, by electronic request
([email protected]), or by writing the SEC's Public Reference Section,
Washington, DC 20549-0102.

The AMIDEX35(TM) Mutual Fund
c/o Declaration Service Company
555 North Lane, Suite 6160
Conshohocken, PA 19428
1-888-876-3566

Investment Company Act No.
811-9123

<PAGE>

ADVISOR SERIES PROSPECTUS
Dated October 4, 2000

The AMIDEX35 Mutual Fund

26 Broadway, Suite 741
New York, New York 10004
1-888-876-3566

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

The Fund offers two different share classes by this Prospectus so that you may
choose the class of shares that best suits your investing needs. Each class
differs as to sales charges, minimum investment amounts, and ongoing fees. These
share classes are sold to the public through brokers, dealers, and other
financial service organizations. The Fund also offers other share classes that
are not subject to sales charges and loads, but have different minimum
investment amounts, fees and charges. To obtain a prospectus containing
information about the Fund's other share classes, please contact the Fund.

================================================================================

<PAGE>

TABLE OF CONTENTS

Risk/Return Summary....................................................
Past Performance.......................................................
Fees and Expenses......................................................
Investment Objectives and Policies.....................................
Why Invest in the Fund.................................................
The AMIDEX35(TM)Index..................................................
Risk Factors...........................................................
Purchasing Shares......................................................
Factors to Consider When Choosing a
Share Class..........................................................
Redeeming Shares.......................................................
Tax Considerations.....................................................
Management of the Fund.................................................
Investment Advisor.....................................................
General Information....................................................
Financial Highlights...................................................

<PAGE>

RISK/RETURN SUMMARY

The Principal Risks of Investing in the Fund

1
<PAGE>

PAST PERFORMANCE

The Fund commenced offering Class A shares on November 19, 1999 and its Class C
shares on May 19, 2000. Because the Fund has not yet achieved a complete
calendar year of performance for these share classes, a performance table and
comparative bar chart are not yet available. Information concerning the Fund's
financial performance can be found in the "Financial Highlights" Section of this
prospectus and in the Fund's audited annual report, dated May 31, 2000. You may
receive a copy of the Fund's annual report, free of charge, by calling the Fund
at 888-876-3566. A copy will be sent to you within three days of your request.

FEES AND EXPENSES

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

--------------------------------------------------------------------------------
Class A Class C
------- -------
Shareholder Fees:
(fees paid directly from your investment)
--------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on Purchases
(As a percentage of offering price) 4.00% None
--------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)
(As a percentage of redemption proceeds) None 1.00%(1)
--------------------------------------------------------------------------------
Redemption Fees None(2) None
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Annual Fund Operating Expenses: Class A* Class C**
------------------------------- -------- ---------
(expenses that are deducted from Fund assets)
--------------------------------------------------------------------------------
Management Fees (3) 0.50% 0.50%
--------------------------------------------------------------------------------
Service and Distribution (12b-1) Fees (4) 0.25% 1.00%
--------------------------------------------------------------------------------
Other Expenses (5) 1.45% 1.45%
--------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 2.20% 2.95%
--------------------------------------------------------------------------------

* Class A shares began investment operations on November 19, 1999.
** Class B shares commenced investment operations on May 19, 2000
1. Investments in Class C shares are not subject to an initial sales charge;
however, a contingent deferred sales charge of 1% is imposed in the event
of certain redemption transactions within thirteen months following such
investments.
2. If you are a participant in a qualified employee retirement benefit plan
with at least 100 eligible employees, you may purchase Class A shares
without any sales charges. However, if you redeem your shares within one
year of purchase, you will be charged a fee of 1.00% of the redemption
proceeds.

2
<PAGE>

3. Management fees include a fee of 0.50% for investment advisory services and
1.45 for administrative and other services. Both fees are paid to the
Adviser.
4. Because 12b-1 fees are paid out of the assets of the Fund on an ongoing
basis, over time these fees will increase the cost of your investment and
may cost you more than paying other types of sales charges.
5. The Advisor is paid a fee of up to 1.45% annually, for administrative and
other services. As a result of this arrangement, the Advisor is responsible
for providing, or arranging to provide, all administrative services to the
Fund and is responsible for the payment of all fees and expenses of the
Fund except for taxes, interest, litigation expenses and other
extraordinary expenses.

1 Year 3 Years
------ -------
Class A $614 $1,061
Class C $399 $ 913

If you did not redeem your shares, your expenses would be:

1 Year 3 Years
------ -------
Class A $614 $1,061
Class C $289 $ 933

A maximum sales charge of 4.00% is included in the Class A Share expense
calculations in both examples. The maximum contingent deferred sales charge
applicable to each time period is included in the Class C expense calculations
for redemptions.

INVESTMENT OBJECTIVES AND POLICIES

3
<PAGE>

WHY INVEST IN THE FUND?

4
<PAGE>

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.

THE AMIDEX35(TM) INDEX

The AMIDEX35(TM) Index is an unmanaged Index consisting of the 35 largest
publicly traded Israeli companies, as measured by market capitalization. A
company is an "Israeli company" if:

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:

5
<PAGE>

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

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 Adviser has determined that, in order to construct the Fund's portfolio to
fully reflect the performance of the Index, the Fund must have approximately $25
million in net assets. Until

6
<PAGE>

such asset levels are reached, the Adviser may invest Fund assets in a
representative sample of Index securities and such other permissible securities.
The Adviser is 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."

RISK FACTORS

FINANCIAL DISCLOSURE AND REGULATION

7
<PAGE>

PURCHASING SHARES

The Fund's net asset value per share ("NAV") is normally determined as of 4:00
p.m., New York time. The Fund's NAV 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. Shares of the Fund are purchased at their public offering price, which
is the per share NAV plus any sales charges, 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 NAV 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 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.

AMIDEX(TM) Funds, Inc.
c/o The Declaration Group
555 North Lane, Suite 6160
Conshohocken, PA 19428
1-888-876-3566

VARIABLE PRICING SYSTEM
The Fund offers two classes of shares by this prospectus so that you can choose
the class that best suits your investment needs. The main differences between
each class are sales charges and ongoing fees. In choosing which class of shares
to purchase, you should consider which will be most beneficial to you, given the
amount of your purchase and the length of time you expect to hold the shares.
All three classes of shares in the Fund represent interests in the same
portfolio of investments in the Fund.

CLASS A SHARES.
Class A shares are offered at their public offering price, which is net asset
value per share plus the applicable sales charge. The sales charge varies,
depending on how much you invest. There are no sales charges on reinvested
distributions. The following sales charges apply to your purchases of Class A
shares of the Fund:

8
<PAGE>

Sales Charge Sales Charge
As a % of As a % of Dealer
Amount Invested offering price Amount Invested Reallowance
--------------- -------------- --------------- -----------
Less than $ 49,999 4.00% 4.17% 3.50%
$50,000 to $ 99,999 3.50% 3.63% 3.00%
$100,000 to 249,999 3.00% 3.10% 2.50%
250,000 to 499,999 2.50% 2.04% 2.00%
500,000 to 999,999 1.50% 1.52% 1.00%
1,000,000 or more 0.00% 0.00% 0.00%*

* The Advisor will pay a dealer concession of 1% of the offering price to
brokers, dealers and other financial professionals on sales of $1 million to
$2,999,999, 0.50% on the next $3 million to $4,999,999, and 0.25% on amounts
above $5 million. If shares are redeemed within 1 year of purchase, your account
will be charged a fee equal to the dealer concession paid.

If you are a participant in a qualified employee retirement benefit plan with at
least 100 eligible employees, you may purchase Class A shares without any sales
charges. However, if you redeem your shares within one year of purchase, you
will be charged a fee of 1.00% of the redemption proceeds.

Declaration Distributors, Inc, ("DDI") the Fund's principal underwriter, will
pay the appropriate dealer concession to those selected dealers who have entered
into an agreement with DDI to sell shares of the Fund. The dealer's concession
may be changed from time to time. DDI may from time to time offer incentive
compensation to dealers who sell shares of the Fund subject to sales charges,
allowing such dealers to retain an additional portion of the sales load. A
dealer who receives all of the sales load may be deemed to be an "underwriter"
under the Securities Act of 1933, as amended.

Exemptions from sales charges
-----------------------------
The Fund will waive sales charges for purchases by fee-based registered
investment advisers for their clients, broker/dealers with wrap fee accounts,
registered investment advisers or brokers for their own accounts, employees and
employee related accounts of the Adviser, and for an organization's retirement
plan that places either (i) 200 or more participants or (ii) $300,000 or more of
combined participant initial assets into the Fund. For purchasers that qualify
for fee waiver, shares will be purchased at net asset value.

Reduced sales charges
---------------------
You may qualify for a reduced sales charge by aggregating the net asset value of
all your load shares previously purchased in the Fund with the dollar amount of
shares to be purchased. For example, if you already owned Class A shares in the
Fund with an aggregate net asset value of $450,000, and you decided to purchase
an additional $60,000 of Class A shares of the Fund, there would be a sales
charge of 2.00% on your $60,000 purchase instead of the normal 3.50% on that
purchase, because you had accumulated more than $500,000 total in the Fund.

Letter of intent
----------------
You can immediately qualify for a reduced or eliminated sales charge by signing
a non-binding letter of intent stating your intention to buy an amount of shares
in the Fund during the next thirteen (13) months sufficient to qualify for the
reduction. Your letter will not apply to purchases made more than 90 days prior
to the letter. During the term of your letter of intent, the transfer agent will
hold in escrow shares representing the highest applicable sales load for the
Fund each time you make a purchase. Any shares you redeem during that period
will count

9
<PAGE>

against your commitment. If, by the end of your commitment term, you have
purchased all the shares you committed to purchase, the escrowed shares will be
released to you. If you have not purchased the full amount of your commitment,
your escrowed shares will be redeemed in an amount equal to the sales charge
that would apply if you had purchased the actual amount in your account all at
once. Any escrowed shares not needed to satisfy that charge would be released to
you.

CLASS C SHARES
Class C Shares are sold at net asset value without an initial sales charge. This
means that 100% of your initial investment is placed into shares of the Fund.
However, Class C shares pay an annual 12b-1 servicing fee of 0.25% of average
daily net assets and an additional 12b-1 shareholder distribution fee of 0.75%
per annum of average daily net assets.

In order to recover commissions paid to dealers on investments in Class C
Shares, you will be charged a contingent deferred sales charge ("CDSC") of 1.00%
of the value of your redemption if you redeem your shares within thirteen months
from the date of purchase. You will not be charged a CDSC on reinvested
dividends or capital gains, amounts purchased more than one year prior to the
redemption, and increases in the value of your shares.

CDSC waivers
------------
The CDSC is waived on redemptions of Class C shares (i) following the death or
disability (as defined in the IRS Code) of a shareholder (ii) in connection with
certain distributions from an IRA or other retirement plan, and (iii) pursuant
to the right of the Fund to liquidate a shareholder's account.

FACTORS TO CONSIDER WHEN CHOOSING A SHARE CLASS

When deciding which class of shares to purchase, you should consider your
investment goals, present and future amounts you may invest in the Fund, and the
length of time you intend to hold your shares. You should consider, given the
length of time you may hold your shares, whether the ongoing expenses of Class C
shares will be greater than the front-end sales charge of Class A shares, and to
what extent such differences may be offset by the lower ongoing expenses on
Class A shares. To help you make a determination as to which class of shares to
buy, please refer back to the examples of Fund expenses over time in the
Risk/Return Summary.

Distribution Fees
-----------------
Amidex(TM) Funds, Inc. (the "Company") has adopted distribution plans (the
"Distribution Plans"), pursuant to Rule 12b-1 under The Investment Company Act
of 1940, as amended, for each Class of Shares, for the Fund. The Distribution
Plans provide for fees to be deducted from the average net assets of the Funds
in order to compensate the Adviser or others for expenses relating to the
promotion and sale of shares of each Fund.

Under the Class A Plan, the Class A shares of each Fund compensate the Adviser
and others for distribution expenses at a maximum annual rate of 0.25% (of
which, the full amount may be service fees), payable on a monthly basis, of the
Fund's average daily net assets attributable to Class A shares. For the Fund's
fiscal year ending May 31, 2000, the Fund accrued and paid $205 in 12b-1 fees
for its Class A shares.

10
<PAGE>

Amounts paid under the Class C Plan are paid to the Adviser and others to
compensate it for services provided and expenses incurred in the distribution of
Class C shares. The Class C Plan is designed to allow investors to purchase
Class C shares without incurring a front-end sales load or a CDSC charge, and to
permit the Distributor to compensate authorized dealers for selling such shares.
Accordingly, the Class C Plan's purpose is to provide for the financing of the
distribution of Class C shares. For the Fund's fiscal year ending May 31, 2000,
the Fund accrued and paid $7.00 in 12b-1 fees for its Class C shares.

The Distribution Plans provide that the Fund may finance activities which are
primarily intended to result in the sale of the Fund's shares, including but not
limited to, advertising, printing of prospectuses and reports for other than
existing shareholders, preparation and distribution of advertising materials and
sales literature, and payments to dealers and shareholder servicing agents.

The Distribution Plans are reviewed annually by the Company's Board of
Directors, and may be renewed only by majority vote of the shareholders of the
Fund's Classes, or by majority vote of the Board, and in both cases also a
majority vote of the "disinterested" Directors of the Company, as that term is
defined in the 1940 Act.

MINIMUM INVESTMENT AMOUNTS
Payments for Fund shares should be in U.S. dollars, and in order to avoid fees
and delays, should be drawn on a U.S. bank. Please remember that Fund management
reserves the right to reject any purchase order for Fund shares if, in the
Fund's opinion, such an order would cause a material detriment to existing
shareholders. Your purchase of Fund shares is subject to the following minimum
investment amounts:

MINIMUM MINIMUM
INVESTMENT SUBSEQUENT
CLASS TO OPEN ACCOUNT INVESTMENTS
--------------------------------------------------------------------------------
CLASS A Regular $2,500 $1,000
IRAs $1,000 $ 100

Automatic Regular $2,500 $100 per month
---------
Investment Plan IRAs $1,000 $100 per month
---------------
--------------------------------------------------------------------------------
CLASS C Regular $2,500 $1,000
IRAs $1,000 $ 100

Automatic Regular $2,500 $100 per month
---------
Investment Plan IRAs $1,000 $100 per month
---------------
--------------------------------------------------------------------------------

OPENING AND ADDING TO YOUR ACCOUNT
You can invest in Advisor Series shares of the Fund through participating
financial service professionals. After you have established your account, you
may make subsequent purchases by telephone. You may also make subsequent
investments in the Fund through an automatic

11
<PAGE>

payment plan. Any questions you may have can be answered by calling
1-888-876-3566 or by contacting your financial adviser.

Purchases through Financial Service Organizations
-------------------------------------------------
You may purchase Class A or Class C shares of the Fund through participating
brokers, dealers, and other financial professionals. Simply call your investment
professional to make your purchase. If you are a client of a securities broker
or other financial organization, you should note that such organizations may
charge a separate fee for administrative services in connection with investments
in Fund shares and may impose account minimums and other requirements. These
fees and requirements would be in addition to those imposed by the Fund. If you
are investing through a securities broker or other financial organization,
please refer to its program materials for any additional special provisions or
conditions that may be different from those described in this Prospectus (for
example, some or all of the services and privileges described may not be
available to you). Securities brokers and other financial organizations have the
responsibility of transmitting purchase orders and funds, and of crediting their
customers' accounts following redemptions, in a timely manner in accordance with
their customer agreements and this Prospectus.

Automatic Investment Plan
-------------------------
You may purchase Class A or Class C shares of the Fund through an Automatic
Investment Plan (the "Plan"). The Plan provides a convenient way for you to have
money deducted directly from your checking, savings, or other accounts for
investment in shares of the Fund. You can take advantage of the plan by filling
out the Automatic Investment Plan option on the application form. You may only
select an account maintained at a domestic financial institution which is an
Automated Clearing House ("ACH") member for automatic withdrawals under the
plan. The Fund may alter, modify, amend or terminate the plan at any time, but
will notify you if it does so. For more information, call the Transfer Agent at
1-888-876-3566.

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., c/o
The Declaration Group, 555 North Lane, Suite 6160, Conshohocken, Pa 19428. To be
in "proper form," your redemption request must:

o specify the number of shares or dollar amount to be redeemed, if less than
all shares are to be redeemed;
o be signed by all owners exactly as their names appear on the account;
o 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, Directors, or custodians to evidence the authority of
the person or entity making the redemption request.

12
<PAGE>

Signature Guarantees. A signature guarantee is designed to protect you and the
Fund by verifying your signature. Signature Guarantees Are Required When:

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

The redemption price per share is net asset value per share, next determined
after your redemption order is received by the Fund, less any applicable CDSC
charges. 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.

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. 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

U.S. Taxes and Pass Trough to Shareholders:

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

13
<PAGE>

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.

Israeli Taxes:

Other Taxation

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

MANAGEMENT OF THE FUND

INVESTMENT ADVISER

TransNations Investments, LLC (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 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 annual operating
expenses at 2.20% of daily net asset value of the Fund for Class A shares and
2.95% for Class C shares, excepting brokerage, interest, taxes, litigation, and
other extraordinary expenses.

14
<PAGE>

GENERAL INFORMATION

15
<PAGE>

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.

16
<PAGE>

FINANCIAL HIGHLIGHTS

The financial data included in the table below for the fiscal year ended May 31,
2000 for Class A and Class C shares of the Fund have been audited by Deloitte &
Touche, LLP, independent auditors. The information in the tables below should be
read in conjunction with the Fund's latest audited financial statements and
notes thereto, which may be obtained without charge by contacting the Fund.
Since all share classes of the Fund are invested in the same portfolio of
securities, the returns shown below will vary only to the extent that the
various share classes have different sales charges and ongoing expenses.

<TABLE>
<CAPTION>
Class C Shares
For the Period Class A Shares
from May 19, For the Period
2000 (start of From November 19, 1999
operations) to (start of operations)
May 31, 2000(2) May 31, 2000(3)
--------------- ---------------
<S> <C> <C>
Net Asset Value, beginning of period $ 10.00 $ 9.60
---------- ----------
Income from investment operations:
Net investment income (loss) (0.01) (0.10)
Net realized and unrealized gain
(loss) on investments 0.43 3.83
---------- ----------
Total from investment operations 0.42 3.73
---------- ----------
Distributions to Shareholders from:
Net investment income 0.00 0.00
Net realized capital gains 0.00 0.00
Distributions in excess of
Net realized gain 0.00 0.00
---------- ----------
Total Distributions 0.00 0.00
---------- ----------

Net Asset Value, End of Period $ 10.42 $ 13.33

Total Return 4.20% 38.85%

Ratios/Supplemental Data

Net Assets, end of period
(000's omitted) $ 38 $ 645

Ratio of expenses to average net assets
Before expense waivers and fee
Reimbursements 2.51%(1) 2.70%(1)

Ratio of Net investment income (loss)
To average net assets: (2.14%)(1) (1.48%)(1)

Portfolio Turnover Rate 18.16% 18.16%
</TABLE>

(1) annualized
(2) Class C shares commenced investment operations on May 19, 2000.
(3) Class A shares commenced investment operations on November 19, 1999.

17
<PAGE>

FOR MORE INFORMATION

To receive a copy of the Company's Annual Report of SAI, contact the Company"

By Mail:
AMIDEX(TM) Funds, Inc.
c/o Declaration Service Company
555 North Lane, Suite 6160
Conshohocken, PA 19428

By Phone: 1-888-876-3566

On the Internet: www.amidex.com

To request a free copy of the SAI or the Fund's Annual Report, please contact
the Fund. A copy of your requested document(s) will be mailed to you within
three days of your request.

The AMIDEX35(TM) Mutual Fund
c/o Declaration Service Company
555 North Lane, Suite 6160
Conshohocken, PA 19428
1-888-876-3566

Investment Company Act No.
811-9123

18
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

Dated October 4, 2000

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

This Statement of Additional Information ("SAI") is not a prospectus and should
be read in conjunction with the Prospectus of The AMIDEX35(TM) Mutual Fund,
dated October 4, 2000. You may obtain a copy of the Prospectus, free of charge,
by writing to AMIDEX(TM) Funds, Inc, c/o The Declaration Group, 555 North Lane,
Suite 6160, Conshohocken, PA 19428, phone number 1-888-876-3566.

TABLE OF CONTENTS

About AMIDEX Funds, Inc.
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

ABOUT AMIDEX FUNDS, INC.

AMIDEX(TM) Funds, Inc. (the "Company") was incorporated in Maryland on April 27,
1999. 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. This
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 Company has
authorized the issuance of two series of shares, the AMIDEX35 Mutual Fund and
the AMIDEX Technology Fund. Further, the Board has also authorized the offering
of four classes of shares within each series; a no-load class, a Class A share
that is offered with a front-end sales charge, a Class B share with a declining
contingent deferred sales charge ("CDSC"), and a Class C share, with a one year
CDSC and an ongoing service and distribution fee. Shareholders of each share
class 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.

This SAI pertains only to the AMIDEX35 Mutual Fund (the "Fund").

1
<PAGE>

On August 3, 2000, the Board of Directors for the Company approved a Code of
Ethics (the "Code") for the Fund, Adviser and DDI. The Code governs the personal
activities of persons who may have knowledge of the investment activities of the
Fund ("Access Persons"), requires that they file regular reports concerning
their personal securities transactions, and prohibits activities that might
result in harm to the Fund. The Code also places significant restrictions on the
ability of Access Persons to engage in personal transactions in securities that
are or may be purchased and sold by the Fund. The Board is responsible for
overseeing the implementation of and compliance with the Code. A copy of the
Code has been filed with the Securities and Exchange Commission ("SEC"). You can
review and/or copy the Code at the SEC's Public Reference Room in Washington,
DC, and information concerning the operation of the Public Reference Room may be
obtained by calling the SEC at 1-202-942-8090. You may also find a copy of the
Code on the SEC's EDGAR database at the SEC's web site (www.sec.gov ). Copies of
the Code can also be obtained, after paying a duplicating fee, by electronic
request ([email protected]), or by writing the SEC's Public Reference Section,
Washington, DC 20549-0102.

INVESTMENT POLICIES AND RESTRICTIONS

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 the approximately 35
Israeli companies that make up the AMIDEX35 Index (the "Index"), in
approximately the same percentages as those companies represent in the Index. 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.

PORTFOLIO TURNOVER. For the Fund's first fiscal year ending May 31, 2000, the
fund's annual portfolio turnover rate was 18.16%. 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 ongoing annual portfolio
turnover will be not greater than 75%.

Under normal circumstances, the Fund will invest at least 95% of its average net
assets in the securities of companies listed on the Index. The Fund may also
invest 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

2
<PAGE>

ownership of underlying securities issued by a foreign corporation. The Fund may
also hold warrants or other rights 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.

The Fund will normally invest up to a total of 5% of its aggregate 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 five percent (5%) of the Fund's total net assets.

3
<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.

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.

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.

4
<PAGE>

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(TM) 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(TM) 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.

13. Invest more than 25% of its assets (valued at time of investment) in
securities of issuers in a single industry (fundamental)

Restrictions 1 through 13 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:

1. Invest more than 15% of its net assets in securities that are not readily
marketable;
2. 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.
3. purchase more than 3% of the voting securities of any one investment
company;
4. 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;
5. Invest more than 10% of the Fund's assets (valued at time of investment) in
initial margin deposits of options or futures contracts;
6. Invest less than 95% of its net assets (valued at the time of investment)
in securities of issuers which are not members of the AMIDEX35(TM)Index.

INVESTMENT ADVISER

TransNations Investments, LLC (the "Adviser") was organized under the laws of
the State of Pennsylvania as an investment advisory corporation in October,
1998, and changed form to a limited liability company in March, 1999. The
Adviser registered as an Investment Advisor with the Securities and Exchange
Commission in December, 1998. The Adviser was created to provide investment
advice to the Fund, and at present that is the exclusive business of the
Adviser. 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

5
<PAGE>

services agreement with the Fund dated March 1, 1999 (the "Agreement"). Clifford
A. Goldstein, and Andrea Fiest are affiliated persons of the Adviser and act as
Directors of the Company.

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). For the fund's fiscal year ending May 31, 2000, the
Fund paid advisory fees of $22,654 to the Adviser.

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 42) Managing Partner and Attorney with
President and Director of Fund, Weber, Goldstein, Greenberg, Gallagher,
President, Controlling Partner of Phila. PA, a general litigation firm,
Adviser since 1991. BA from Temple University,
Philadelphia, PA, 5/78. J.D. from Temple
University School of Law, 5/82.

Theodore A. Young, Esq.* (Age 53) Partner, law firm of Fox, Rothschild,
Director of Fund, Legal counsel O'Brien & Frankel, Philadelphia, PA,
to Adviser practicing securities and business law.
Mr. Young has been the President of the
Philadelphia-Israel Chamber of Commerce,
and is the Secretary of the Jewish
Federation of Greater Philadelphia. Mr.
Young earned his law degree from the
University of Pennsylvania.

Andrea Kramer Fiest* (Age 42) 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.

6
<PAGE>

Lee B. Zeplowitz* (Age 42) President, Greater Philadelphia Chapter
Director of the American Society for
Technion/Israel Institute of Technology.
Mr. Zeplowitz is also a partner in the
Kibbutz Kfar Blum Hotel in the Galilee.
He is also a Certified Public
Accountant, Registered Investment
Adviser and Certified Financial Planner
and is engaged in the private practice
of estate planning and financial
management for high net worth
individuals. Mr. Zeplowitz is a graduate
of Temple University.

Dr. Moshe Porat, Phd. (Age 53) Dean of Fox School of Business &
Director Management, Temple University,
Philadelphia, PA. Mr. Porat Serves on
the Boards of the Penn-America Group,
the Willis Corroon National Risk
Management Board, the new Risk Managers
National Committee, and the American
Risk and Insurance Board. Mr. Porat
received his BA and MBA (magna cum
laude) degrees from Tel Aviv University.

Daniel Schwartz (Age 38) Former Director of Trade, Government of
Director Israel Economic Mission, New York ,
1996-1999. Previously employed in the
real estate development industry in
California. Undergraduate degree from
University of Arizona, Tempe; Graduate
studies undertaken at San Francisco
State University

Ami Miron (Age 52) Chairman, President and CEO of MoreCom,
Director a Pennsylvania based digital
convergence, TV and internet solutions
solutions company. Educated at the
Technion, Columbia University and
Polytechnic University, Mr. Miron was
previously a Vice President with General
Instruments, and a Division Leader at
Phillips Labs.

H. Scott Herrin (Age 42) Mr. Herrin graduated from Amherst
Director Collage with a BA in economics and
received his Juris Doctorate from the
Harvard Law School. After serving as
President of Klearfold, Inc. Mr. Herrin
became a Director and Consultant to the
IMPAC Group, an international packaging
and printing corporation.

Zach Oppenheimer (Age 41) Mr. Oppenheimer is Fannie Mae's Senior
Director Vice President for its Northeastern
Regional Office in Philadelphia,
Pennsylvania. Prior to joining Fannie
Mae in 1983, Mr. Oppenheimer was a
savings manager and corporate lending
supervisor at Progress Savings Bank in
Norristown, Pennsylvania. Mr.
Oppenheimer is a member of Fannie Mae's
Operating Committee. He serves on the
boards of several community and
religious organizations. Mr. Oppenheimer
has completed post-graduate courses at
The Wharton School of the University of
Pennsylvania. He received a Master of
Business Administration degree from
Drexel University and a Bachelor of
Business Administration degree from
Temple University.

7
<PAGE>

* 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
April 27, 1999 (See the Sections titled "Management of the Fund" and "General
Information" in the Fund's Prospectus). For the Company's fiscal year ending May
31, 2000, no director received compensation for his or her service to the Fund
as a Director. Clifford Goldstein received compensation from the Adviser for his
services to the Adviser, but did not receive any compensation for his services
as a Director.

As of September 30, 2000, the following persons owned in excess of 5% of the
Fund's outstanding shares, by Share Class.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
No. of %of Total
Shareholder Share Class Shares %of Share Fund Shares,
Owned Owned Class All Classes
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
National Investor Services For
Benefit of Client Accts No-Load 47,960 5.82% 3.57%
----------------------------------------------------------------------------------------
Merrill, Lynch FBO Client Accounts Class A 149,065 37.54% 11.08%
----------------------------------------------------------------------------------------
Alex Brown, LLC FBO Client Accounts Class A 65,531 16.50% 4.87%
----------------------------------------------------------------------------------------
Alex Brown, LLC FBO Client Accounts Class A 62,617 15.77% 4.66%
----------------------------------------------------------------------------------------
Merrill, Lynch FBO Client Accounts Class C 83,132 67.11% 6.18%
----------------------------------------------------------------------------------------
</TABLE>

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.

8
<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.

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

6
Yield = 2[(a-b/cd + 1) - 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's performance is a function of conditions in the securities markets,
portfolio management, sales charges on particular classes of shares, if any, 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, less any applicable CDSC for Class
B and C shares. 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

9
<PAGE>

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.

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. For No-Load shares redeemed prior to being held
for at least 365 days, the redemption value is the NAV less a redemption fee
equal to 2.00% of the NAV.

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.

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.

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

10
<PAGE>

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.

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.

11
<PAGE>

Israeli Taxes

Highlights
----------
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).

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).

Detailed Description of Israeli Taxes

Capital Gain Tax: The Israeli Income Tax Ordinance (the "Ordinance") imposes
capital gains taxes 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

12
<PAGE>

amount" for investments made at present (only for investments made in the past),
and such tax shall therefore not apply to the Fund.

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%.

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 not deemed 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 under the Treaty no capital gain 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%.

13
<PAGE>

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.

DISTRIBUTION FEES

Amidex Funds, Inc. (the "Company") has adopted distribution plans (the
"Distribution Plans"), pursuant to Rule 12b-1 under The Investment Company Act
of 1940, as amended, by Class of Shares, for each Fund. The Distribution Plans
provide for fees to be deducted from the average net assets of the Funds in
order to compensate the Adviser or others for expenses relating to the promotion
and sale of shares of each Fund.

Under the No-Load and Class A Plans, each share Class compensates the Adviser
and others for distribution expenses at a maximum annual rate of 0.25% (of
which, the full amount may be service fees), payable on a monthly basis, of the
Fund's average daily net assets attributable to the applicable share Class. For
the Fund's fiscal year ending May 31, 2000, the Fund accrued and paid $11,120 in
12b-1 fees for its No-Load shares, and $205 in 12b-1 fees for its Class A
shares.

Under the Class B Plan, the Class B Shares of the Fund compensate the Adviser
and others for distribution and service fees at an annual rate of 1.00% (0.75%
of which is a distribution fee) payable on a monthly basis, of the Fund's
average daily net assets attributable to Class B shares. Amounts paid under the
Class B Plan are paid to the Adviser and others to compensate it for services
provided and expenses incurred in the distribution of Class B shares, including
the paying of commissions for sales of Class B shares. The Class B Plan is
designed to allow investors to purchase Class B shares without incurring a
front-end sales load and to permit the distributor to compensate authorized
dealers for selling such shares. Accordingly, the Class B Plan combined with the
CDSC for Class B shares is to provide for the financing of the distribution of
Class B shares. During the Fund's fiscal year ending May 31, 2000, the Fund did
not offer its Class B shares to the public, so no 12b-1 fees were accrued or
paid for these shares.

14
<PAGE>

Under the Class C Plan, Class C Shares of the Fund compensate the Adviser and
others for distribution and service fees at an annual rate of 1.00% (0.75% of
which is a distribution fee) payable on a monthly basis, of the Fund's average
daily net assets attributable to Class C shares. Amounts paid under the Class C
Plan are paid to the Adviser and others to compensate it for services provided
and expenses incurred in the distribution of Class C shares, including the
paying of ongoing "trailer" commissions for sales of Class C shares. The Class C
Plan is designed to allow investors to purchase Class C shares without incurring
a front-end sales load or a CDSC charge, and to permit the distributor to
compensate authorized dealers for selling such shares. Accordingly, the Class C
Plan's purpose is to provide for the financing of the distribution of Class C
shares. For the Fund's fiscal year ending May 31, 2000, the Fund accrued and
paid $7 in 12b-1 fees for its Class C shares.

The Distribution Plans are reviewed annually by the Company's Board of
Directors, and may be renewed only by majority vote of the shareholders of the
Fund's Classes, or by majority vote of the Board, and in both cases also a
majority vote of the disinterested Directors of the Company, as that term is
defined in the 1940 Act.

The Board of Directors has determined that a consistent cash flow resulting from
the sale of new shares is necessary and appropriate to meet redemptions and to
take advantage of buying opportunities without having to make unwarranted
liquidations of portfolio securities. The Board therefore believes that it will
likely benefit the Fund to have monies available for the direct distribution
activities of the Distributor in promoting the sale of the Fund's shares, and to
avoid any uncertainties as to whether other payments constitute distribution
expenses on behalf of the Fund. The Board of Directors, including the non-
interested Directors, has concluded that in the exercise of their reasonable
business judgment and in light of their fiduciary duties, there is a reasonable
likelihood that the Plans will benefit the Fund and its shareholders.

The Plans have been approved by the Funds' Board of Directors, including all of
the Directors who are non-interested persons as defined in the 1940 Act. The
Plans must be renewed annually by the Board of Directors, including a majority
of the Directors who are non-interested persons of the Funds and who have no
direct or indirect financial interest in the operation of the Plans. The votes
must be cast in person at a meeting called for that purpose. It is also required
that the selection and nomination of such Directors be done by the
non-interested Directors. The Plans and any related agreements may be terminated
at any time, without any penalty: 1) by vote of a majority of the non-interested
Directors on not more than 60 days' written notice, 2) by the Underwriter on not
more than 60 days' written notice, 3) by vote of a majority of the Fund's
outstanding shares, on 60 days' written notice, and 4) automatically by any act
that terminates the Underwriting Agreement with the underwriter. The underwriter
or any dealer or other firm may also terminate their respective agreements at
any time upon written notice.

The Plans and any related agreement may not be amended to increase materially
the amounts to be spent for distribution expenses without approval by a majority
of the Fund's outstanding shares, and all material amendments to the Plans or
any related agreements shall be approved by a vote of the non-interested
Directors, cast in person at a meeting called for the purpose of voting on any
such amendment.

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The underwriter is required to report in writing to the Board of Directors of
the Fund, at least quarterly, on the amounts and purpose of any payment made
under the Plans, as well as to furnish the Board with such other information as
may reasonably be requested in order to enable the Board to make an informed
determination of whether the Plans should be continued.

FUND SERVICE PROVIDERS

CUSTODIAN FirStar Bank, N.A. of Cincinnati. Ohio acts as U.S. custodian for the
Fund. As such, the 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. The 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. All fees charged by the custodian
are paid by the Adviser.

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. All fees charged by the transfer agent are
paid by the Adviser.

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

All fees charged by the administrator are paid by the Adviser.

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. All fees charged by the
distributor are paid by the Adviser.

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INDEPENDENT AUDITORS Deloitte & Touche, LLP, World Financial Center, New York,
NY, serves as the Company's independent auditors.

LEGAL COUNSEL: David Jones & Assoc., P.C., 4747 Research Forest Drive, Suite
180, # 303, The Woodlands, TX 77381, has passed on certain matters relating to
this registration statement and serves as counsel to the Fund.