AMIDEX FUNDS INC
497, 2000-03-22
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                                   PROSPECTUS

                              Dated April 27, 1999
                            As Amended March 22, 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 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.

THE  SECURITIES AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR DISAPPROVED  THESE
SECURITIES  OR  DETERMINED  IF THIS  PROSPECTUS  IS  TRUTHFUL OR  COMPLETE.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

<PAGE>

TABLE OF CONTENTS

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

                                       2
<PAGE>

                               RISK/RETURN SUMMARY

The Fund's  investment  objective is capital  growth.  The Fund seeks to achieve
capital growth by primarily investing in the common stock of companies listed on
the  AMIDEX35(TM)  Index (the  "Index").  The Index is a new index  tracking 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.  When the
Index was first calculated on January 1, 1999, the companies in the Index ranged
in size from  approximately  $300  million in market  capitalization  to over $3
billion.

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

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

The Principal Risks of Investing in the Fund

You may lose money by investing in the Fund. Your risk of loss is greater if you
only  hold  your   shares   for  a  short   period  of  time.   The  Fund  is  a
"non-diversified"  Fund because it primarily  invests in the companies  that are
included in the Index.  When the Index was first  calculated on January 1, 1999,
four of those  companies  individually  comprised  more than 5% of the Index and
together  make up about 29% of the  Index.  A  diversified  Fund is  limited  to
investing  25% of its net assets in companies  that comprise more than 5% of the
net assets of the Fund. Accordingly,  the Fund cannot presently be classified as
a  diversified  fund.  Investing in this manner is riskier  than  investing in a
broader variety of securities.

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

                                       3
<PAGE>

and interest on foreign securities may be subject to foreign  withholding taxes.
Such taxes may reduce the net return to  shareholders.  Other risks  include the
possibility of  expropriation,  confiscation,  currency blockage or devaluation,
political or social instability, and warfare and terrorism. 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.

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

                                FEES AND EXPENSES

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

SHAREHOLDER FEES (fees paid directly from your investment):

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

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

Management Fees                                               0.50%
Distribution (12b-1) Fees                                     0.25%2
Other Expenses Fees (estimated)                               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").

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:

                                       4
<PAGE>

One Year            Three Years
- --------            -----------
$253.00             $779.00

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.

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

                       INVESTMENT OBJECTIVES AND POLICIES

The Fund's  investment  objectives  and  strategies  have been  described in the
Risk/Return  Section  of  this  Prospectus.  This  Section  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.  You should be
aware  that the Index is a new index,  and no  historical  performance  data are
available for the Index.

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%.

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

                                       5
<PAGE>

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.

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."

                                       6
<PAGE>

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 a new,  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 may 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.

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

The Index name, rules, methods of calculation, and proprietary data are owned by
the Adviser.  The Adviser  developed the criteria and the rules of operation for
the Index.  The Adviser has entered into  agreements  with various  companies to
construct, calculate and publish the Index.

                                       7
<PAGE>

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."

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

COMMON  STOCK.  Common  stock is issued by  companies to raise cash for business
purposes  and  represents  a  proportionate   equity  interest  in  the  issuing
companies.  Therefore,  the Fund  participates  in the success or failure of any
company in which it holds  common  stock.  The market  value of common stock can
fluctuate  significantly,  reflecting  the business  performance  of the issuing
company,   investor  perception,   and  general  economic  or  financial  market
movements. Smaller companies are especially sensitive to these factors. However,
common  stocks  historically  have  offered the greatest  potential  for gain on
investment,  compared to other classes of financial assets.  There is additional
risk inherent in investing in  foreign-based  companies.  The Fund may invest in
the common stock of foreign issuers which are publicly traded on U.S.  exchanges
either directly or in the form of American  Depository Receipts (ADRs), but only
if such foreign issuers are included in the Index.  The Fund will only invest in
ADRs that are issuer  sponsored.  Sponsored  ADRs typically are issued by a U.S.
bank or Trust company and evidence ownership of underlying  securities issued by
a foreign corporation. The Fund may also hold warrants 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.

                                       8
<PAGE>

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.

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.

                                       9
<PAGE>

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

                                  RISK FACTORS

You may lose money by investing in the Fund. Your risk of loss is greater if you
hold your  investment for shorter time periods.  The Fund may be appropriate for
long-term aggressive investors who understand the potential risks and rewards of
investing  in the  common  stock of Israeli  companies.  The value of the Fund's
investments will vary from day-to-day,  reflecting changes in market conditions,
interest rates, 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
a new index 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.  Neither  the  Fund or the  Fund's  Adviser  has any
operating history, and this may pose additional risks. There is risk involved in
the Fund's investment policy of tracking the Index, due to the potential company
turnover that may occur in the Index, the possible  addition of companies to the
Index that may not have a long  operating  history,  and the risks  inherent  in
concentrated investing in the Israeli market.

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

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

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

FINANCIAL DISCLOSURE AND REGULATION

Companies in Israel are subject to accounting,  auditing and financial standards
and  requirements  that,  while  substantially  similar,  are  different in some
respects  from those  applicable to 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,

                                       10
<PAGE>

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.

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

                                       11
<PAGE>

                                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.

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.

                                       12
<PAGE>

                               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.

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

                                       13
<PAGE>

information purposes only. In view of the individual nature of tax consequences,
you  should  consult  your own tax  adviser  with  respect to the  specific  tax
consequences   of   participation   in  the  Fund,   including  the  effect  and
applicability  of state,  local,  foreign  and  other tax laws and the  possible
effects of changes in federal or other tax laws.

                             MANAGEMENT OF THE FUND

AMIDEX(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.  The
Statement of Additional  Information contains background  information  regarding
each of the Company's Directors and Executive  Officers.  The Company's Articles
of Incorporation  permit the Board of Directors to issue  500,000,000  shares of
common  stock.  The Board of Directors  has the power to  designate  one or more
classes  ("series") of shares of common stock and to classify or reclassify  any
unissued  shares with respect to such series.  Currently  the shares of the Fund
are the only class of shares  being  offered by the  Company.  Shareholders  are
entitled:  (I) to one vote per full share; (II) to such  distributions as may be
declared by the Company's Board of Directors out of funds legally available; and
(III) upon  liquidation,  to  participate  ratably in the assets  available  for
distribution.  There are no conversion or sinking fund provisions  applicable to
the shares, and the holders have no preemptive rights and may not cumulate their
votes in the  election of  Directors.  The shares are  redeemable  and are fully
transferable.  All  shares  issued  and sold by the Fund will be fully  paid and
nonassessable.

                               INVESTMENT ADVISER

TransNations  Investments,  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 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.
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."

Management Agreements

ADVISORY  AGREEMENT.  The Fund is an index fund.  Rather than relying on any one
manager or management team to "pick" stocks, the Fund is managed  "passively" by
normally  investing only in the companies  comprising the Index in approximately
the same  percentages as each company  represents in the Index.  Boaz Rahav, who
last served as Chief  Economist for the Government of Israel Ministry of Finance
in New York,  is the Fund  Manager for the  Adviser.  Mr. Rahav has over 8 years
experience in Israeli financial markets, having worked for a large institutional
brokerage  house in Israel as a trader and as a mutual fund manager 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.

                                       14
<PAGE>

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

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

The 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.

                              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.

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

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

                               GENERAL INFORMATION

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

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

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

In reports or other communications to investors, or in advertising material, the
Fund may describe general economic and market conditions  affecting the Fund and
may compare its  performance  with other  mutual funds as listed in the rankings
prepared by Lipper Analytical Services, Inc. or similar nationally recognized 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.

                                       15
<PAGE>

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.

                                       16
<PAGE>

                              FOR MORE INFORMATION

STATEMENT OF ADDITIONAL                      BY MAIL:
INFORMATION ("SAI")
                                             AMIDEX(TM)Funds, Inc.
The SAI contains more detailed               c/o Declaration Service Company
Information on all aspects of the            555 North Lane, Suite 6160
Fund.  A current SAI, dated April 27,        Conshohocken, PA 19428
1999, has been filed with the SEC
and is incorporated by reference             BY PHONE:  1-888-876-3566
into (is legally a part of) this
prospectus.                                  ON THE INTERNET:
                                             www.amidex.com
To request a free copy of the SAI,
please contact the Fund.                     Or you may view or obtain these
                                             documents from the SEC.

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

                                             BY PHONE:  1-800-SEC-0330

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

                                             ON THE INTERNET:  www.sec.gov

                          The 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



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