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MIDASFUNDSDiscovering Opportunities®

MIDAS FUNDSD I SCOVER ING OPPORTUN I T I E S

MIDAS FUND

MIDAS MAGIC

MIDAS PERPETUAL PORTFOLIO

2014DECEMBER 31 ANNUAL REPORT

InsIde

New Account Application

• Follow a regular monthlyinvestment plan.

• Manage risk by diversifyingamong investments.

• Commit to a long term investing approach.

MIDASINVEST ING

P H I L O S O P H YWe believe that a quality investingapproach can provide an importantadvantage in volatile markets.

We also believe that personal in-vestment planning can be success-ful by following three simple rules.

MIDAS FUND(Ticker: MIDSX)

Seeks primarily capital appreciation andprotection against inflation and, secondar-ily, current income through investments primarily in precious metals and natural resource companies and gold, silver, andplatinum bullion.

MIDAS MAGIC(Ticker: MISEX)

Seeks capital appreciation by investing in any security type in any industry sectorand in domestic or foreign companies ofany size.

MIDAS PERPETUAL PORTFOLIO(Ticker: MPERX)

Seeks to preserve and increase the pur-chasing power value of its shares overthe long term by investing in gold, silver,Swiss franc assets, hard asset securities,and large capitalization growth stocks.

LETTER TO SHAREHOLDERS 1

PORTFOLIO COMMENTARY

Midas Fund 2

Midas Magic 3

Midas Perpetual Portfolio 4

Performance Graphs/Total Returns 5

Allocation of Portfolio Holdings 6

About Your Fund’s Expenses 7

FINANCIAL STATEMENTS

Schedule of Portfolio Investments

Midas Fund 8

Midas Magic 10

Midas Perpetual Portfolio 12

Statements of Assets and Liabilities 14

Statements of Operations 15

Statements of Changes in Net Assets 16

Statements of Cash Flows 17

Notes to Financial Statements 18

Financial Highlights 26

Report of Independent RegisteredPublic Accounting Firm 28

SUPPLEMENTAL INFORMATION

Trustees and Officers of the Trust 29

Additional Information 31

ACCOUNT INFORMATION

Invest with Midas 31

OPENING YOUR NEW ACCOUNT

Instructions for Online and Paper Applications 32

New Account Application 33

2014DECEMBER 31 ANNUAL REPORT

LETTER TO SHAREHOLDERS

Inflation, as measured by the consumer price index (CPI), rose 0.8% in 2014, the secondsmallest December-December increase in the last 50 years, according to the U.S. Bureauof Labor Statistics. This CPI rate is considerably lower than the 2.1% average annual in-crease over the last ten years. Most visibly, gas prices are tumbling. The University of Michi-gan just released a report showing U.S. consumer sentiment reached its highest level sinceJanuary 2004. Financial markets seem to be similarly upbeat: on Monday, December 29,2014, the S&P 500 Index hit an all-time high, and finished 2014 with its sixth straight yearof positive returns.

So, many investors who have been on the sidelines since the market crash of 2008 are now considering “getting backin.” But, for them, and us all, here’s something to consider: since 1871, U.S. equities have never risen 7 consecutiveyears in a row. Does this mean it is too late to invest now?

At Midas, we believe that it’s never too late to invest if one is pursuing a personal investment plan to reach long term fu-ture goals. Most of us have definite future obligations to plan for, such as retirement, college tuition, or other long termfinancial commitments, and it’s usually better to get one’s plan going as soon as possible. We also believe reaching per-sonal financial goals can be helped by following three rules: (1) commit to a long term investing approach; (2) increaseyour ability to hold investments over the long term by diversifying; and (3) make regular, such as monthly, investments.

COMMITTING TO LONG TERM INVESTING – EASIER WITH QUALITYInvesting in the market can be emotionally challenging. Volatility can be great, and the outcome uncertain. Financialpredictions, particularly short term predictions, are difficult to make, and often wrong. So, to help investors committo a long term plan, at Midas we emphasize quality investing. While no plan or investment approach can eliminate therisk of permanent loss, at Midas we seek quality investments because we believe by holding quality investments wewill be better able to ride out temporary, short term market and economic reverses. Accordingly, Midas Magic con-centrates its portfolio in some of the world’s strongest companies with global operations in finance, technology, andother industries. Midas Fund seeks mining companies offering financial strength, expanding production profiles, in-creasing cash flow, and other features. Midas Perpetual Portfolio seeks portfolio strength through investments in pre-cious metals, stocks of large and “hard asset” companies, and Swiss bonds.

DIVERSIFY TO MANAGE RISKTo offer diversification, the three Midas Funds have been designed with differing investment objectives and policies.Midas Magic seeks capital appreciation. Midas Fund seeks primarily capital appreciation and protection against in-flation and, secondarily, current income. Midas Perpetual Portfolio seeks to preserve and increase the purchasingpower value of its shares over the long term. Interestingly, Midas Perpetual Portfolio seeks to regularly “re-balance” theallocations within its portfolio to increase its investment in currently out of favor but, hopefully, better value categories.

FOLLOW A REGULAR MONTHLY INVESTMENT PLANTo help Midas investors follow a regular monthly investment plan, we offer the Midas Bank Transfer Plan. With this Plan,you decide today to invest a certain amount each month in the future for as long as you like and Midas will transferthe money from your bank account for investment in your designated Midas account. Investing the same amount reg-ularly can reduce anxiety over investing in a rising or falling market or buying all of your shares at market highs. Althoughthis strategy cannot assure a profit or protect against loss in a declining market, it can result in a lower average costfor your purchases. Of course, you should consider your ability to continue your purchases through periods of low pricelevels before undertaking such a strategy.

OPENING AN ACCOUNT WITH MIDAS IS EASY – GET YOUR INVESTMENT PLAN STARTED TODAY!It’s easy to open a Midas account, and now you can open an account online.Visit www.MidasFunds.com and click “Open an Account” at the top menu bar.Whether to establish a regular individual or joint account, a Traditional or RothIRA for your retirement planning, or to create a Coverdell Education Savings Ac-count for your child, it’s easy to follow the instructions to open a new accountand start investing with Midas today. If you have any questions about theMidas Family of Funds or our attractive suite of shareholder services, pleasecall us at 1-800-400-MIDAS (6432).

Thank you for investing with Midas!

Sincerely,

Thomas B. Winmill

President

MIDAS ANNUAL REPORT 2014 1

“At Midas, we believe that it’s never too late to invest if one is pursuing a personal investment plan to reach long term future goals.”

MIDAS FUNDPortfolio Commentary

2 MIDAS ANNUAL REPORT 2014

GOLD PRICES, FINANCIAL MARKETS, AND RETURNSThe annual average gold price fell for the second consecutiveyear in 2014, by approximately 10% to $1,266 per ounce (allprices are based on the London pm fix), from $1,411 in 2013,and $1,669 in 2012. Interestingly, the 2014 year end gold priceof $1,206 was actually a nudge higher than the 2013 year endprice of $1,204. Gold stocks (as measured by the NYSE GoldBugs Index), however, declined 15%. Midas Fund’s 2014 returnwas negative 28.26%, as gratifying performance from long termholdings Detour Gold Corp. and Romarco Minerals Inc. was out-weighed by the impact of permitting, operating, and financialproblems affecting Northern Dynasty, Platinum Group MetalsLtd., and Anglogold Ashanti Ltd.

INVESTMENT STRATEGYIn this environment, Midas Fund’s strategy during the year wasto re-balance its portfolio towards securities of higher quality sen-ior and intermediate gold producers. The Fund has eliminatedmuch of its exposure to smaller and exploring companies lackingaccess to capital markets, silver miners, energy related compa-nies, and, with the exception of giant diversified producers, thosebusinesses dealing in other natural resources. We continue tobelieve our patient focus on quality may be rewarded in the longterm, and we anticipate better returns should the valuations ofgold mining companies come back in balance with the price ofgold itself. Midas Fund expects to continue emphasizing miningcompanies offering financial strength, expanding production pro-files, increasing cash flow, promising exploration potential,

and/or other special growth features. With a portfolio of what weconsider to be generally strong companies at attractive valua-tions, we believe we can take a long term view to seek capitalappreciation and, secondarily, current income. Currently holdingsome reserves in cash, Midas Fund may seek to re-position itsportfolio in view of recent positive gold market action by addingto some current stockholdings and introducing new names intothe portfolio.

PRECIOUS METALS OUTLOOKSince hitting its all-time high of $1,895 in September 2011, in-vestor sentiment towards gold and gold mining stocks seems tobe unrelentingly negative. Our experience tells us, however, thattimes of maximum investor pessimism and “capitulation” canpresent excellent opportunities for new and additional invest-ment into a sector, although it should be considered that futuregold prices may be vulnerable to a potential increase in U.S. in-terest rates and the continuing trend of record low levels of con-sumer inflation. Importantly, in our view the macroeconomicsupport for higher long term gold prices has not disappeared:U.S. economic policies of ultra-low Fed target interest rates and,though improving, still enormous fiscal imbalances. Given thisenvironment, Midas Fund will remain focused on seeking qualityinvestments with solid growth potential to address the risks in-herent in the sector, yet still position itself to benefit from posi-tive trends.

We are pleased to submit this 2014 Annual report and to welcome new Midas Fund shareholders attracted to its investmentobjectives and policies who have invested in Midas Fund directly or through one of the many brokerage firms making the Fund avail-able to its customers. Midas Fund invests in gold, silver, platinum, and other natural resources companies in seeking its in-vestment objectives of primarily capital appreciation and protection against inflation and, secondarily, current income.

1 SSgA Money Market Fund2 Rio Tinto plc ADR3 Goldcorp Inc.4 Randgold Resources Limited ADR5 Newmont Mining Corporation

6 BHP Billiton Limited 7 Eldorado Gold Corp. Ltd.8 Platinum Group Metals Ltd.9 Alamos Gold Inc.

10 Detour Gold Corp.Top Ten Holdings comprise approximately 65% of total assets. Holdings are subject to change. The above portfolio informationshould not be considered as a recommendation to purchase or sell a particular holding and there is no assurance that any hold-ing will remain in or out of the Fund.

December 31, 2014TOP10 HOLDINGS


MIDAS MAGICPortfolio Commentary

ECONOMIC AND MARKET REPORT Minutes of the October 2014 staff review of the economic situ-ation with the Federal Open Market Committee (FOMC) of theFederal Reserve Bank (the “Fed”) suggest that economic activ-ity expanded at a moderate pace in the third quarter and thatlabor market conditions have improved. Total nonfarm payrollemployment was estimated to be rising, and by September theunemployment rate was stated as 5.9%. Other indicators gen-erally suggested a continued improvement in labor market con-ditions and some measures of household expectations for labormarket conditions were viewed as improved.

INVESTMENT STRATEGY AND RETURNS In this economic environment, the Fund sought to continue itsdisciplined strategy of investing in primarily large, global compa-nies, with a mix of conservatively priced value stocks and moreaggressively priced growth issues. In the second half of the year,the Fund added leverage while slightly moderating its concen-trated positions. At December 31, 2014, the Fund’s investmentportfolio totaled approximately $17.2 million on net assets of$15.4 million, reflecting the use of $1.8 million of leverage (or10% of net assets), as compared to $1.2 million of cash at June30, 2014.

The Fund’s portfolio companies are mostly based in North Amer-ica, but typically enjoy global operations with attractive returnson assets. Recent top performing holdings are those engaged inasset management and banking, while lagging oil and gas com-pany shares were sold. The Fund’s overall portfolio, as compared

with the S&P 500, currently has a heavy weighting towards fi-nancial services, and less weighting to economically sensitive in-dustries such as energy and basic industries, in view of thepotential for disappointing U.S. growth and employment trendsfollowing the collapse of energy prices.

Midas Magic paid a distribution of $1.745 per share on Decem-ber 30, 2014 to shareholders of record as of December 29,2014. Based on the Fund’s results and estimates for the year,the distribution was 100% from long term capital gains. TheFund’s distributions do not represent yield or investment return,and the amounts and sources of distributions reported above areonly estimates and may be subject to changes based on tax reg-ulations. For 2014, the Fund’s total return was 1.82%, includingthe reinvestment of dividends, compared to the S&P 500 Indexreturn of 13.69%. Fund returns were hindered by the underper-formance of its investments in energy related companies.

THE OUTLOOK FOR OPPORTUNITIES IN 2015While we anticipate some potential improvement in broad globaleconomic data, we are increasingly concerned with possibly un-sustainable levels of investor and consumer sentiment. In ourview, equity prices in many cases are approaching levels that re-flect full valuations and we caution investors to expect greatermarket volatility during the course of the 2015 year. Accordingly,our current view of financial markets suggests that the Fund maybenefit during 2015 from its flexible portfolio approach and em-ploying aggressive and speculative investment techniques asdeemed appropriate.

We are pleased to submit this 2014 Annual Report for Midas Magic and to welcome our new shareholders who believe theFund’s focused approach to quality companies makes it attractive for long term investing. In pursuit of its investment objec-tive of capital appreciation, the Fund may invest in any security type (i.e., stocks, bonds, etc.) and in any industry sector, in do-mestic or foreign companies, and in companies of any size. In seeking to enhance returns, the Fund may use speculativeinvestment techniques, such as leverage.

1 Berkshire Hathaway, Inc. Class B 2 MasterCard Incorporated3 Costco Wholesale Corp.4 JPMorgan Chase & Co.5 Johnson & Johnson

6 Google Inc. Class A7 General Electric Company8 Daimler AG9 Cisco Systems, Inc.

10 Becton, Dickinson and CompanyTop Ten Holdings comprise approximately 76% of total assets. Holdings are subject to change. The above portfolio informationshould not be considered as a recommendation to purchase or sell a particular holding and there is no assurance that any hold-ing will remain in or out of the Fund.


ECONOMIC AND MARKET REPORTGrowth of U.S. GDP for 2014 was approximately 2.4%, as esti-mated by the Federal Reserve Bank in December 2014, and for2015 is projected in a 2.1% to 3.2% range, reflecting a divergencein views of the U.S. economy’s ability to rebound from the lowgrowth, high unemployment cycle of the past 6 years. Interest-ingly, the divergence, and optimism, generally declines furtherout, to a range of 1.8% to 2.7% for the longer run. According tothe World Bank, global growth improved slightly in 2014, to 2.6%,from 2.5% in 2013. Encouragingly, global growth is expected torise in 2015 to 3.0%, and average around 3.3% through 2017.

Commodities suffered from softer demand from fragile Euro andJapanese economies and decelerating economic growth in China.The price of gold declined again in 2014, by 1.3% (versus over 27%in 2013) and silver sank about 19% (after falling almost 36% in 2013).

INVESTMENT STRATEGY AND RETURNSMidas Perpetual Portfolio pursues an asset allocation strategy,which means the Fund generally seeks to invest a “Target Per-centage” of its total assets in each of the following categories,consistent with tax planning and lower levels of portfolio turnover:gold, silver, Swiss franc assets, hard asset securities, and largecapitalization growth stocks. Importantly, during 2014, the Fund’sactual percentage of its total assets invested in the five invest-ment categories varied from target percentages, sometimes sub-stantially. Currently, the Fund has an over-target allocation to goldand an under-target allocation to silver, and combined the pre-cious metal allocation is above the target range. Due in part todepreciation and 2014 underperformance, the allocation to hard

asset securities is below target, whereas due largely to 2014 out-performance, the Fund’s allocation to Swiss franc assets is overtarget. By employing leverage, the Fund increased its allocationto large capitalization growth stocks to approximately 43% of netassets at year end. As the Fund pursues its investment objec-tive, these holdings and allocations will change.

Midas Perpetual Portfolio paid a distribution of $0.017 per shareon December 30, 2014 to shareholders of record as of Decem-ber 29, 2014. Based on the Fund’s results and estimates for theyear, the distribution was 100% from long term capital gains. TheFund’s distributions do not represent yield or investment return,and the amounts and sources of distributions reported above areonly estimates and may be subject to changes based on tax reg-ulations. In 2014, the Fund’s total return was -5.93%, includingthe reinvestment of dividends, compared to the S&P 500 Indexreturn of 13.69%. Positive returns from the target allocation tolarge growth companies were offset by the allocations to preciousmetals and hard asset securities.

CONTACT US FOR INFORMATION AND SERVICESMidas Perpetual Portfolio’s long term investment objective makesit attractive for investment through our Traditional or Roth IRAs,Health Savings Accounts, and also our Education Savings Ac-counts. For information, simply give us a call toll free at 1-800-400-MIDAS (6432) and we will be delighted to provide thisinformation to you, a friend, or a relative, or access the informa-tion, open your account, and monitor your investments online atwww.MidasFunds.com.

MIDAS PERPETUAL PORTFOLIOPortfolio Commentary


We are delighted to submit this 2014 Annual Report for Midas Perpetual Portfolio and to welcome our new share-holders who are attracted to the Fund’s investment objective of seeking to preserve and increase the purchasing powervalue of its shares over the long term.

1 SPDR Gold Trust 2 Switzerland Government, 2.50% Notes, due 3/12/163 Switzerland Government, 3.00% Notes, due 1/8/184 iShares Silver Trust5 UnitedHealth Group Incorporated

6 Twenty-First Century Fox, Inc. Class A 7 Wal-Mart Stores, Inc.8 Novartis AG ADR9 The Procter & Gamble Company

10 Merck & Co., Inc.Top Ten Holdings comprise approximately 72% of total assets. Holdings are subject to change. The above portfolio informationshould not be considered as a recommendation to purchase or sell a particular holding and there is no assurance that any holding will remain in or out of the Fund.



(Unaudited)PERFORMANCE GRAPHS / TOTAL RETURNS

Portfolio Commentary

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Midas Perpetual Portfolio S&P 500 LMTAMI

In Thousands of Dollars

MIDAS FUND, S&P 500, AND EQUITY PRECIOUS METALS

MIDAS MAGIC, S&P 500, AND RUSSELL 2000

MIDAS PERPETUAL PORTFOLIO, S&P 500, AND LMTAMI

Average Annual Total Return for the Periods Ended December 31, 2014* 1 Year 5 Years 10 Years

Midas Fund (28.26)% (23.46)% (6.68)%Midas Magic 1.82% 13.52% 5.78%Midas Perpetual Portfolio (5.93)% 0.68% 3.01%

* The returns shown do not reflect the deduction of taxes if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares.

† For the 10 year period ended december 31, 2014.

RESULTS OF $10,000 INVESTMENTJANUARY 1, 2005 THROUGH DECEMBER 31, 2014The performance graphs show returns of an initial investment of$10,000 in Midas Fund, Midas Magic, and Midas Perpetual Port-folio from 1/1/05 to 12/31/14. Midas Fund is compared to theS&P 500 and the Morningstar Category of Equity Precious Metalsfunds, an index of 76 funds, 51 of which have been in existencesince 1/1/05. Midas Magic is compared to the S&P 500 and theRussell 2000. Midas Perpetual Portfolio is compared to the S&P500 and the Lipper Mixed-Asset Target Allocation Moderate Index(“LMTAMI”). Results in each case reflect reinvestment of divi-dends, interest, and distributions but do not reflect a deductionfor, if any, short term redemption fees, account expenses, orshareholder taxes. The S&P 500, a broad equity index, and theRussell 2000, a small company index, are unmanaged and fullyinvested in common stocks. The LMTAMI is an equally weightedaverage of the managed mixed-asset target allocation moderatefunds tracked by Lipper which reflects certain of the market sec-tors in which the Fund may invest. You cannot invest directly inan index. The data presented represents past performance andcannot be used to predict future results.

Prior to December 29, 2008, Midas Perpetual Portfolio (formerlyknown as Midas Dollar Reserves, Inc.) operated as a money mar-ket fund and invested exclusively in securities issued by the U.S.Government, its agencies and instrumentalities. On December29, 2008, the Fund began operating as a fluctuating net assetvalue fund pursuant to its current investment objective and poli-cies. The performance included in the table and chart below forthe periods commencing on or after January 1, 2005 reflects theFund’s performance as a money market fund up to December 28,2008 and thereafter as a fluctuating net asset value fund. Theperformance information shown also reflects the fees and ex-penses of the Fund as a money market fund.

Results of $10,000 InvestmentJanuary 1, 2005 Through December 31, 2014

Value as of % Aggregate % Avg. Annual12/31/14 Total Return*† Return*†

Midas Fund $ 5,007 (49.93)% (6.68)%Midas Magic $17,542 75.42% 5.78%Midas Perpetual Portfolio $13,453 34.53% 3.01%Equity Precious Metals $10,662 6.62% 0.64%Russell 2000 $21,120 111.26% 7.77%LMTAMI $17,123 71.23% 5.53%S&P 500 $20,942 109.47% 7.67%

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Midas Fund S&P 500 Equity Precious Metals


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Midas Magic S&P 500 Russell 2000



ALLOCATION OF PORTFOLIO HOLDINGS*Portfolio Commentary December 31, 2014 (Unaudited)

* each Fund’s allocation of portfolio holdings uses approximate percentages of its net assets

and may not add up to 100% due to leverage or other assets, rounding, and other factors.

** Allocations less than 2% are combined into “Other.”

MIDAS FUNDMajor Precious Metals Producers (49.92%)Intermediate Precious Metals Producers (17.99%)Junior Precious Metals Producers (5.03%)Exploration and Project Development Companies (10.42%)Other Natural Resources Companies (8.04%)Money Market Fund (9.40%)

Gold (25.60%)Silver (6.22%)Swiss Franc Assets (23.22%)Hard Asset Securities (19.05%)Large Capitalization Growth Stocks (42.91%)

Computer Communications Equipment (5.72%)Electronic & Other Electrical Equipment (5.99%)Fire, Marine & Casualty Insurance (19.78%)Information Retrieval Services (6.29%)Investment Advice (4.30%)Motor Vehicles & Passenger Car Bodies (5.43%)National Commercial Banks (10.16%)Pharmaceutical Preparations (7.57%)Retail - Drug Stores and Proprietary Stores (2.23%)Retail - Family Clothing Stores (2.15%)Services - Business Services (18.78%)Services - Prepackaged Software (2.01%)Surgical & Medical Instruments & Apparatus (2.75%)Variety Stores (9.33%)Other (10.79%)

MIDAS MAGIC**



ABOUT YOUR FUND’S EXPENSES(Unaudited)

EXPENSE ANALYSIS TABLEBeginning Account Value Ending Account Value Expenses Paid During Period Annualized

July 1, 2014 December 31, 2014 July 1-December 31, 2014(a) Expense Ratio

MIDAS FUNDActual $ 1,000.00 $ 717.39 $ 13.16 3.04%Hypothetical (b) $ 1,000.00 $ 1,009.88 $ 15.40 3.04%

MIDAS MAGICActual $ 1,000.00 $ 1,018.21 $ 18.26 3.59%Hypothetical (b) $ 1,000.00 $ 1,007.11 $ 18.16 3.59%

MIDAS PERPETUAL PORTFOLIOActual $ 1,000.00 $ 940.67 $ 12.42 2.54%Hypothetical (b) $ 1,000.00 $ 1,012.40 $ 12.88 2.54%

(a) expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184, the number of days in the most recent fiscal half year, divided by 365, to reflect the one half year period.

(b) Assumes 5% total return before expenses.

ACTUAL EXPENSES The table provides information about actual account values andactual expenses for each Fund. You may use the information, together with the amount you invested, to estimate the expensesthat you paid over the period. First, identify the Fund you own.Then simply divide your account value by $1,000 (for example,an $8,600 account value divided by $1,000 = 8.6), then multi-ply the result by the number under the heading “Expenses PaidDuring Period” to estimate the expenses you paid on your account during this period. The Fund may charge you a $20 annual small balance account fee if the value of those shares is less than $500. We will redeem shares automatically in one of your accounts to pay the $20 fee. In determining your total eligible investment amount, we will include your investments in all personal accounts registered under your Social Securitynumber. Personal accounts include individual accounts, joint accounts, UGMA/UTMA accounts, personal trusts, Coverdell Education Savings Accounts, and IRAs (including traditional,Roth, Rollover, SEP, and SIMPLE-IRAs), and certain other retire-ment accounts.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The table also provides information about hypothetical accountvalues and hypothetical expenses based on the actual expenseratio of each Fund and an assumed rate of return of 5% per yearbefore expenses, which is not the actual return of a Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to comparethe ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any direct costs, such as redemption fees or smallaccount fees. Therefore, the line labeled “hypothetical” is usefulin comparing ongoing costs only, and will not help you determinethe relative total costs of owning different funds. In addition, if these direct costs were included, your costs would have been higher.

Fund shareholders may incur two types of costs: (1) transaction costs, including redemption or small account fees; and (2) ongoing costs, including management fees, distribution and service 12b-1 fees, and other fund expenses. This example is intended to help youunderstand your ongoing costs (in dollars) of investing in your Fund and to compare these costs with the ongoing cost of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the period and held for the entire period from July 1, 2014 to December 31, 2014.

MIDAS FUNDFinancial Statements December 31, 2014



See Notes to Financial Statements.

Major Precious Metals Producers (49.92%)

25,712 Agnico Eagle Mines Limited $ 639,972 55,000 AngloGold Ashanti Ltd. ADR (a) 478,500 45,000 Compania de Minas Buenaventura S.A.A. 430,200 25,000 Freeport-McMoRan Inc. 584,000 55,000 Goldcorp Inc. (a) 1,018,600

100,000 Kinross Gold Corp. (b) 282,000 50,000 Newmont Mining Corporation (a) 945,000 15,000 Randgold Resources Limited ADR (a) 1,011,150 27,500 Rio Tinto plc ADR (a) 1,266,650

115,000 Yamana Gold Inc. 462,300 7,118,372

Intermediate Precious Metals Producers (17.99%)

200,000 B2Gold Corp. (b) 324,000 85,000 Detour Gold Corp. (a) (b) 696,439

125,000 Eldorado Gold Corp. Ltd. (a) 760,000 125,000 New Gold Inc. (b) 537,500

1,145,001 Resolute Mining Ltd. (a) (b) 248,308 2,566,247

Junior Precious Metals Producers (5.03%)

100,000 Alamos Gold Inc. (a) 716,598

Exploration and Project Development Companies (10.42%)

105,553 Ivanhoe Mines Ltd. Class A (b) (c) 75,090 82,942 Ivanhoe Mines Ltd. Class B (b) (c) 59,005

500,000 Northern Dynasty Minerals Ltd. (a) (b) 202,750 1,500,000 Platinum Group Metals Ltd. (a) (b) 730,350 1,000,000 Romarco Minerals Inc. (a) (b) 418,600

1,485,795

Other Natural Resources Companies (8.04%)

19,000 BHP Billiton Limited (a) 899,080 17,500 Osisko Gold Royalties Ltd. 247,485

1,146,565

Total common stocks (Cost $34,141,903) 13,033,577

Common Stocks (91.40%)Shares Value


MIDAS FUNDFinancial Statements continued



Money Market Fund (9.40%)

1,340,833 SSgA Money Market Fund, 7 day annualized yield 0.01% (Cost $1,340,833) $ 1,340,833

Total investments (Cost $35,482,736) (100.80%) 14,374,410

Liabilities in excess of other assets (-0.80%) (114,045)

Net assets (100.00%) $ 14,260,365

(a) All or a portion of these securities, have been segregated as collateral pursuant to the bank credit facility.

As of december 31, 2014, the value of securities pledged as collateral was $9,186,530 and there were no

securities on loan under the lending agreement.

(b) non-income producing.

(c) Illiquid and/or restricted security that has been fair valued.

AdR means “American depositary Receipt.”

Shares Value


December 31, 2014


MIDAS MAGICFinancial Statements


Cable & Other Pay Television Services (1.98%)

4,000 Viacom Inc. (a) $ 301,000

Computer Communications Equipment (5.72%)

20,000 Cisco Systems, Inc. (a) 556,300 14,000 Juniper Networks, Inc. 312,480

868,780

Electronic & Other Electrical Equipment (5.99%)

36,000 General Electric Company (a) 909,720

Fire, Marine & Casualty Insurance (19.78%)

20,000 Berkshire Hathaway, Inc. Class B (a) (b) 3,003,000

Information Retrieval Services (6.29%)

1,800 Google Inc. Class A (a) (b) 955,188

Investment Advice (4.30%)

40,000 Fortress Investment Group LLC 320,800 6,000 Franklin Resources, Inc. (a) 332,220

653,020

Leather & Leather Products (1.48%)

6,000 Coach, Inc. (a) 225,360

Motor Vehicles & Passenger Car Bodies (5.43%)

10,000 Daimler AG 824,000

National Commercial Banks (10.16%)

19,400 JPMorgan Chase & Co. (a) 1,214,052 6,000 Wells Fargo & Company (a) 328,920

1,542,972

Office Furniture (1.35%)

22,500 Kimball International Inc. Class B 205,200

Pharmaceutical Preparations (7.57%)

11,000 Johnson & Johnson (a) 1,150,270

Printed Circuit Boards (1.34%)

16,875 Kimball Electronics, Inc. (b) 202,838

Common Stocks (113.28%)Shares Value


continued


MIDAS MAGICFinancial Statements


Real Estate (1.49%)

10,000 NorthStar Asset Management Group Inc. $ 225,700

Real Estate Investment Trusts (1.16%)

10,000 NorthStar Realty Finance Corp. 175,800

Retail - Drug Stores and Proprietary Stores (2.23%)

4,000 Express Scripts Holding Company (a) (b) 338,680

Retail - Family Clothing Stores (2.15%)

7,750 The GAP, Inc. 326,352

Services - Business Services (18.78%)

3,000 Accenture plc 267,930 30,000 MasterCard Incorporated 2,584,800

2,852,730

Services - Medical Laboratories (1.99%)

2,800 Laboratory Corporation of America Holdings (a) (b) 302,120

Services - Prepackaged Software (2.01%)

10,000 CA, Inc. 304,500

Surgical & Medical Instruments & Apparatus (2.75%)

3,000 Becton, Dickinson and Company (a) 417,480

Variety Stores (9.33%)

10,000 Costco Wholesale Corp. (a) 1,417,500

Total common stocks (Cost $8,883,561) 17,202,210

Money Market Fund (0%)

3 SSgA Money Market Fund, 7 day annualized yield 0.01% (Cost $3) 3


Liabilities in excess of other assets (-13.28%) (2,016,411)

Net assets (100.00%) $ 15,185,802

(a) All or a portion of these securities have been segregated as collateral pursuant to the bank credit facility.

As of december 31, 2014, the value of securities pledged as collateral was $11,451,910 and there were no

securities on loan under the lending agreement.


Common Stocks (concluded)Shares Value


December 31, 2014


MIDAS PERPETUAL PORTFOLIOFinancial Statements


Shares/Principal Amount Value

Gold (25.60%)

13,450 SPDR Gold Trust (a) (b) (Cost $1,386,283) $ 1,527,651

Silver (6.22%)

24,643 iShares Silver Trust (a) (b) (Cost $302,396) 371,124

Swiss Franc Assets (23.22%) (c)

907,000 Switzerland Government 2.50% Notes, due 3/12/16 943,311400,000 Switzerland Government 3.00% Notes, due 1/8/18 442,517

Total Swiss franc assets (Cost $1,388,387) 1,385,828

Hard Asset Securities (19.05%)

Agricultural Chemicals (2.88%)

2,678 Syngenta AG ADR (a) 172,035

Conglomerate (4.22%)

6,000 Loews Corp. 252,120

Metal Mining (7.98%)

11,000 Anglo American PLC ADR (a) 100,2101,800 BHP Billiton Limited (a) 85,176

10,000 First Quantum Minerals Ltd. 142,542 2,249 Rio Tinto plc ADR 103,589 5,500 Vale S.A. 44,990

476,507

Mining & Quarrying of Nonmetallic Minerals (1.08%)

2,694 Sociedad Quimica Y Minera De Chile S.A. 64,333

Steel Works, Blast Furnaces & Rolling Mills (2.89%)

3,519 Nucor Corp. (a) 172,607

Total hard asset securities (Cost $1,616,770) 1,137,602


concluded


MIDAS PERPETUAL PORTFOLIOFinancial Statements


Large Capitalization Growth Stocks (42.91%)

Cable & Other Pay Television Services (4.76%)

7,400 Twenty-First Century Fox, Inc. $ 284,197

Computer & Office Equipment (4.16%)

1,550 International Business Machines Corporation 248,682

Hospital and Medical Service Plans (5.93%)

3,500 UnitedHealth Group Incorporated (a) 353,815

Motor Vehicles & Passenger Car Bodies (3.61%)

5,000 Volkswagen AG 215,300

Pharmaceutical Preparations (8.94%)

4,500 Merck & Co., Inc. 255,555 3,000 Novartis AG ADR (a) 277,980

533,535

Retail - Variety Stores (4.75%)

3,300 Wal-Mart Stores, Inc. (a) 283,404

Soap, Detergent, Cleaning Preparations, Perfumes, Cosmetics (4.43%)

2,900 The Procter & Gamble Company 264,161

State Commercial Banks (2.45%)

11,253 Itau Unibanco Holding S.A. 146,401

Telephone Communications (3.88%)

3,935 China Mobile Ltd. ADR (a) 231,457

Total large capitalization growth stocks (Cost $2,145,681) 2,560,952

Money Market Fund (0%)

268 SSgA Money Market Fund, 7 day annualized yield 0.01% (Cost $268) 268


Liabilities in excess of other assets (-17.00%) (1,014,894)

Net assets (100.00%) $ 5,968,531

(a) All or a portion of these securities have been segregated as collateral pursuant to the bank credit facility. As of december 31, 2014, the value of securities pledged as collateral was $3,183,607 and there were no securities on loan under the lending agreement.


(c) Principal amount denominated in swiss francs.

AdR means “American depositary Receipt.”

Shares Value


STATEMENTS OF ASSETS AND LIABILITIESFinancial Statements


MIDAS MIDAS MIDAS FUND MAGIC PERPETUAL PORTFOLIO

AssetsInvestments, at cost $ 35,482,736 $ 8,883,564 $ 6,839,785

Investments, at value $ 14,374,410 $ 17,202,213 $ 6,983,425 Receivables

Fund shares sold 7,964 2,305 2,062 Dividends 5,160 17,860 5,984 Interest - - 19,605 Foreign withholding taxes reclaimed - - 52,429

Other assets 28,565 10,140 8,157

Total assets 14,416,099 17,232,518 7,071,662

LiabilitiesBank credit facility borrowing - 1,695,083 1,033,175 Payables

Accrued expenses 99,308 64,146 54,257 Fund shares redeemed 30,646 250,324 7,641 Investment management fees 12,282 12,602 2,592 Administrative services 10,427 11,371 4,170 Distribution fees 3,071 13,190 1,296

Total liabilities 155,734 2,046,716 1,103,131

Net assets $ 14,260,365 $ 15,185,802 $ 5,968,531

Shares outstanding, $0.01 par value 14,347,423 658,898 6,020,998

Net asset value, offering, and redemption price per share $ 0.99 $ 23.05 $ 0.99

Net assets consist ofPaid in capital $ 79,135,930 $ 5,628,517 $ 5,781,149 Undistributed net investment income (loss) (134,095) 3,200 -Accumulated net realized gain (loss) on

investments and foreign currencies (43,633,113) 1,235,436 49,483 Net unrealized appreciation (depreciation) on

investments and foreign currencies (21,108,357) 8,318,649 137,899

$ 14,260,365 $ 15,185,802 $ 5,968,531

December 31, 2014



STATEMENTS OF OPERATIONSFinancial Statements


Investment incomeDividends $ 294,032 $ 238,612 $ 97,469 Foreign tax withholding (16,748) (571) (13,830)Interest - - 12,579

Total investment income 277,284 238,041 96,218

ExpensesInvestment management 209,052 149,893 35,304 Transfer agent 147,625 55,790 24,260 Administrative services 84,260 70,975 30,290 Distribution 50,430 155,589 17,651 Auditing 31,365 24,420 21,720 Bookkeeping and pricing 25,900 24,220 24,035 Shareholder communications 20,877 12,430 1,110 Interest on bank credit facility 15,925 15,390 4,466 Trustees 12,181 10,310 4,530 Legal 9,300 18,850 3,850 Custodian 8,260 4,915 2,660 Insurance 7,300 5,475 3,138 Other 743 874 1,238 Registration - 9,825 4,910

Total expenses 623,218 558,956 179,162

Net investment loss (345,934) (320,915) (82,944)

Realized and unrealized gain (loss)Net realized gain (loss) on

Investments (8,585,581) 2,073,458 79,235 Foreign currencies (1,207) - 347

Unrealized appreciation (depreciation) onInvestments 3,386,844 (1,494,234) (356,825)Translation of assets and liabilities in foreign currencies (27) - (9,332)

Net realized and unrealized gain (5,199,971) 579,224 (286,575)

Net increase (decrease) in net assets resulting from operations $ (5,545,905) $ 258,309 $ (369,519)

For the Year Ended December 31, 2014



STATEMENTS OF CHANGES IN NET ASSETSFinancial Statements


2014 2013 2014 2013 2014 2013OperationsNet investment loss $ (345,934) $ (370,522) $ (320,915) $ (312,448) $ (82,944) $ (39,375)Net realized gain (loss) (8,586,788) (10,098,993) 2,073,458 1,261,941 79,582 783,062 Unrealized appreciation (depreciation) 3,386,817 (9,637,318) (1,494,234) 3,805,183 (366,157) (1,718,605)

Net increase (decrease) in net assets resulting from operations (5,545,905) (20,106,833) 258,309 4,754,676 (369,519) (974,918)

Distributions to shareholdersNet realized gains - - (1,091,216) (960,326) (98,972) (694,390)

Total distributions - - (1,091,216) (960,326) (98,972) (694,390)

Capital share transactionsChange in net assets resulting from

capital share transactions (a) (1,012,448) (3,965,959) (719,699) (301,609) (1,281,789) (5,127,746)Redemption fees 3,804 4,047 501 498 369 204

Decrease in net assets resulting from capital share transactions (1,008,644) (3,961,912) (719,198) (301,111) (1,281,420) (5,127,542)

Total change in net assets (6,554,549) (24,068,745) (1,552,105) 3,493,239 (1,749,911) (6,796,850)

Net assetsBeginning of period 20,814,914 44,883,659 16,737,907 13,244,668 7,718,442 14,515,292

End of period (b) $14,260,365 $ 20,814,914 $15,185,802 $ 16,737,907 $ 5,968,531 $ 7,718,442

(a) Capital share transactions were as follows:ValueShares sold $ 2,726,026 $ 3,874,585 $ 551,136 $ 908,330 $ 280,352 $ 749,471 Shares issued on reinvestment of distributions - - 1,042,609 892,089 98,276 688,526 Shares redeemed (3,738,474) (7,840,544) (2,313,444) (2,102,028) (1,660,417) (6,565,743)

Net decrease $ (1,012,448) $ (3,965,959) $ (719,699) $ (301,609) $(1,281,789) $ (5,127,746)

NumberShares sold 1,952,734 2,264,101 23,010 41,194 262,124 611,800 Shares issued on reinvestment of distributions - - 44,670 36,802 98,276 643,482 Shares redeemed (2,657,729) (4,562,161) (96,771) (97,211) (1,541,479) (5,407,532)

Net decrease (704,995) (2,298,060) (29,091) (19,215) (1,181,079) (4,152,250)

(b) Undistributed net investmentincome in net assets at end of period $ (134,095) $ - $ 3,200 $ - $ - $ -

For the Years Ended December 31, 2014 and 2013



STATEMENTS OF CASH FLOWSFinancial Statements


Cash flows from operating activitiesNet (decrease) increase in net assets resulting

from operations $ (5,545,905) $ 258,309 $ (369,519)Adjustments to reconcile change in net assets

resulting from operations to net cash provided by (used in) operating activities:

Proceeds from sales of long term investments 11,655,804 8,024,461 3,979,908 Purchase of long term investments (6,444,539) (5,064,124) (1,632,838)Unrealized (appreciation) depreciation of investments

and foreign currencies (3,386,844) 1,494,234 356,825 Net realized loss (gain) on sales of investments 8,585,581 (2,073,458) (79,235)Net purchases of short term investments (1,257,877) (2) (268)Amortization of premium of investment securities - - 25,939 Decrease (increase) in dividends receivable 831 (4,930) 1,697 Decrease in interest receivable - - 8,568 Decrease in foreign withholding taxes reclaimed - - 3,449 (Increase) decrease in other assets (124) 515 849 Decrease in accrued expenses (65,254) (15,297) (35,446)(Decrease) increase in investment management

fees payable (1,079) 384 (744)Decrease in administrative services payable (7,989) (839) (2,189)Decrease in distribution fees payable (2,102) (992) (372)

Net cash provided by operating activities 3,530,503 2,618,261 2,256,624

Cash flows from financing activitiesBank credit facility repayment, net (2,529,357) (1,043,373) (873,266)Net shares redeemed (1,001,146) (1,526,281) (1,382,662)Cash distributions paid to shareholders - (48,607) (696)

Net cash used in financing activities (3,530,503) (2,618,261) (2,256,624)

Net change in cash - - -

CashBeginning of period - - -

End of period $ - $ - $ -

Supplemental disclosure of cash flow informationCash paid for interest on bank credit facility $ 16,004 $ 15,420 $ 4,491 Noncash financing activities consisting of

reinvestment of distributions $ - $ 1,042,609 $ 98,276

For the Year Ended December 31, 2014


December 31, 2014NOTES TO FINANCIAL STATEMENTS

Financial Statements

1 ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Midas Fund, Midas Magic, and Midas Perpetual Portfolio (each individually, a “Fund”, and collectively, the “Funds”) are each a series of shares of Midas Series Trust (the “Trust”), a Delaware statutory trust which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open end management investment company. EachFund is a distinct portfolio with its own investment objective and policies. The investment objectives of Midas Fund are primarily capital ap-preciation and protection against inflation and, secondarily, current income, and it invests primarily in precious metals and natural resourcecompanies and bullion. The investment objective of Midas Magic is capital appreciation, which it seeks by investing in any security type in anyindustry sector and in domestic or foreign companies of any size. The investment objective of Midas Perpetual Portfolio is to preserve and in-crease the purchasing power value of its shares over the long term with a policy of investing a fixed target percentage of its total assets in gold,silver, Swiss franc assets, hard asset securities, and large capitalization growth stocks. The Trust retains Midas Management Corporation asits Investment Manager.

Each Fund currently offers one class of shares. The Funds impose a short term trading redemption fee on any Fund shares that are redeemedor exchanged within 30 days following their purchase date. The redemption fee is 1% of the amount redeemed. Such fees are retained by theFunds for the benefit of the remaining shareholders and are accounted for as an addition to paid in capital.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America(“GAAP”), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results coulddiffer from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in thepreparation of the financial statements. The following summarizes the significant accounting policies of the Funds:

Valuation of Investments – Portfolio securities are valued by various methods depending on the primary market or exchange on which theytrade. Most equity securities for which the primary market is in the United States are valued at the official closing price, last sale price or, ifno sale has occurred, at the closing bid price. Most equity securities for which the primary market is outside the United States are valued usingthe official closing price or the last sale price in the principal market in which they are traded. If the last sale price on the local exchange isunavailable, the last evaluated quote or closing bid price normally is used. Gold and silver bullion are valued at 4:00 p.m. ET, at the mean be-tween the last bid and asked quotations of the Bloomberg Composite (NY) Spot Price for that metal. Certain debt securities may be pricedthrough pricing services that may utilize a matrix pricing system which takes into consideration factors such as yields, prices, maturities, callfeatures, and ratings on comparable securities or according to prices quoted by a securities dealer that offers pricing services. Open end in-vestment companies are valued at their net asset value. Foreign securities markets may be open on days when the U.S. markets are closed.For this reason, the value of any foreign securities owned by a Fund could change on a day when shareholders cannot buy or sell shares ofthe Fund. Securities for which market quotations are not readily available or reliable and other assets may be valued as determined in goodfaith by the Investment Manager under the direction of or pursuant to procedures approved by the Fund’s Board of Trustees. Due to the in-herent uncertainty of valuation, such fair value pricing values may differ from the values that would have been used had a readily availablemarket for the securities existed. These differences in valuation could be material. A security’s valuation may differ depending on the methodused for determining value. The use of fair value pricing by a Fund may cause the net asset value of its shares to differ from the net asset valuethat would be calculated using market prices. A fair value price is an estimate and there is no assurance that such price will be at or close tothe price at which a security is next quoted or next trades.

Investments in Other Investment Companies – Each Fund may invest in shares of other investment companies (the “Acquired Funds”) in ac-cordance with the Act and related rules. Shareholders in a Fund that so invests bear the pro rata portion of the fees and expenses of the Ac-quired Funds in addition to the Fund’s expenses. The expenses incurred by the Funds that are disclosed in the Statement of Operations donot include fees and expenses incurred by the Acquired Funds. The fees and expenses of an Acquired Fund are reflected in such AcquiredFund’s total return.

Foreign Currency Translation – Securities denominated in foreign currencies are translated into U.S. dollars at prevailing exchange rates. Re-alized gain or loss on sales of such investments in local currency terms is reported separately from gain or loss attributable to a change in for-eign exchange rates for those investments.

Forward Foreign Currency Contracts – Forward foreign currency contracts are marked to market and the change in market value is recordedby a Fund as an unrealized gain or loss. When a contract is closed, a Fund records a realized gain or loss equal to the difference between thevalue of the contract at the time it was opened and the value at the time it was closed. A Fund could be exposed to risk if a counter-party isunable to meet the terms of the contract or if the value of the currency changes unfavorably.


continuedNOTES TO FINANCIAL STATEMENTS


Derivatives – The Funds may use derivatives for a variety of reasons, such as to attempt to protect against possible changes in the value oftheir portfolio holdings or to generate potential gain. Derivatives are financial contracts that derive their values from other securities or com-modities, or that are based on indices. Derivatives are marked to market with the change in value reflected in unrealized appreciation or de-preciation. Upon disposition, a realized gain or loss is recognized accordingly, except when taking delivery of the asset underlying a contractin which case the recognition of gain or loss is postponed until the disposal of the asset. The Funds risk loss if counterparties fail to meet theterms of the contract. Derivative contracts include, among other things, options, futures, forward currency contracts, and swap agreements.

Short Sales – Midas Fund and Midas Magic each may sell a security short it does not own in anticipation of a decline in the value of the se-curity. When a Fund sells a security short, it must borrow the security sold short and deliver it to the broker/dealer through which it made theshort sale. A Fund is liable for any dividends or interest paid on securities sold short. A gain limited to the price at which a Fund sold the se-curity short or a loss, unlimited in size, normally is recognized upon the termination of the short sale. Securities sold short result in off bal-ance sheet risk as a Fund’s ultimate obligation to satisfy the terms of the sale of securities sold short may exceed the amount recognized inthe Statement of Assets and Liabilities.

Investment Transactions – Investment transactions are accounted for on the trade date (the date the order to buy or sell is executed). Realized gains or losses are determined by specifically identifying the cost basis of the investment sold.

Investment Income – Interest income is recorded on the accrual basis. Amortization of premium and accretion of discount on debt securi-ties are included in interest income. Dividend income is recorded on the ex-dividend date or in the case of certain foreign securities, as soonas practicable after a Fund is notified. Taxes withheld on income from foreign securities have been provided for in accordance with a Fund’sunderstanding of the applicable country’s tax rules and rates.

Expenses – Expenses deemed by the Investment Manager to have been incurred solely by a Fund are charged to that Fund. Expenses deemedby the Investment Manager to have been incurred jointly by a Fund and one or more of the other investment companies for which the Invest-ment Manager or its affiliates serve as investment manager, an internally managed investment company with substantially similar officers andtrustees, or other related entities are allocated on the basis of relative net assets, except where a more appropriate allocation can be madefairly in the judgment of the Investment Manager.

Expense Reduction Arrangement – Through arrangements with the Funds’ custodian and cash management bank, credits realized as a re-sult of uninvested cash balances are used to reduce custodian and transfer agent expenses. No credits were realized by the Funds during theperiods covered by this report.

Distributions to Shareholders – Distributions to shareholders are determined in accordance with income tax regulations and are recordedon the ex-dividend date.

Income Taxes – No provision has been made for U.S. income taxes because each Fund intends to qualify as a regulated investment companyunder the Internal Revenue Code of 1986, as amended (the “IRC”), and to distribute to its shareholders substantially all of its taxable incomeand net realized gains. Foreign securities held by a Fund may be subject to foreign taxation. Foreign taxes, if any, are recorded based on thetax regulations and rates that exist in the foreign markets in which a Fund invests. The Funds recognize the tax benefits of uncertain tax po-sitions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The Funds have reviewedtheir tax positions and have concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions takenon federal, state, and local income tax returns for open tax years (2011 - 2013) or expected to be taken in the Funds’ 2014 tax returns.

2 FEES AND TRANSACTIONS WITH RELATED PARTIES The Trust has retained the Investment Manager pursuant to an investment manage-ment agreement that provides for a management fee payable monthly and based on the average daily net assets of each Fund. With respectto Midas Fund, the annual management fee is 1% on the first $200 million, .95% from $200 million to $400 million, .90% from $400 millionto $600 million, .85% from $600 million to $800 million, .80% from $800 million to $1 billion, and .75% over $1 billion. With respect to MidasMagic, the annual management fee is 1% on the first $10 million, 7/8 of 1% from $10 million to $30 million, 3/4 of 1% from $30 million to$150 million, 5/8 of 1% from $150 million to $500 million, and 1/2 of 1% over $500 million. With respect to Midas Perpetual Portfolio, theannual management fee is .50% of the first $250 million, .45% from $250 million to $500 million, and .40% over $500 million.

The Trust on behalf of each Fund has adopted a plan of distribution pursuant to Rule 12b-1 under the Act. Under the plan and a related dis-tribution agreement, each Fund pays the Distributor, Midas Securities Group, Inc., an affiliate of the Investment Manager, a fee of .25% (MidasFund and Midas Perpetual Portfolio) or 1.00% (Midas Magic) for distribution and shareholder services. The shareholder service fee is intendedto cover personal services provided to the shareholders of the Funds and the maintenance of shareholder accounts. The distribution fee is tocover all other activities and expenses primarily intended to result in the sale of the Funds’ shares. In addition, Midas Fund, Midas Magic, andMidas Perpetual Portfolio each reimbursed the Distributor $22,717, $1,413, and $1,309, respectively, for payments made to certain brokersfor record keeping services for the year ended December 31, 2014.

Certain officers and trustees of the Trust are officers and directors of the Investment Manager and the Distributor.

Pursuant to the investment management agreement, the Funds reimburse the Investment Manager for providing at cost certain adminis-trative services comprised of compliance and accounting services. For the year ended December 31, 2014, the Funds reimbursed such costs as follows:

3 DISTRIBUTABLE EARNINGS The tax character of distributions paid by the Funds are summarized as follows:

At December 31, 2014, the components of distributable earnings on a tax basis were as follows:

Federal income tax regulations permit post-October net capital losses, if any, to be deferred and recognized on the tax return of the next suc-ceeding taxable year.

GAAP requires certain components related to permanent differences of net assets to be classified differently for financial reporting than fortax reporting purposes. These differences have no effect on net assets or net asset value per share. These differences, which may result indistribution reclassifications, are primarily due to net operating losses and foreign currency gains and losses. As of December 31, 2014, theFunds recorded the following financial reporting reclassifications to the net asset accounts to reflect those differences:




MIDAS FUND

MIDASMAGIC

MIDASPERPETUAL PORTFOLIO

Compliance $ 49,180 $ 38,495 $ 16,215

Accounting 35,080 32,480 14,075

Total $ 84,260 $ 70,975 $ 30,290

MIDAS FUND

MIDASMAGIC


Distributions paid from: Year ended December 31,2014 2013

Year ended December 31,2014 2013

Year ended December 31,2014 2013

Long term capital gains $ - $ - $ 1,091,216 $ 960,326 $ 98,972 $ 694,390

MIDAS FUND

MIDASMAGIC


Accumulated net realized loss on investments $ (43,426,720) $ - $ -

Undistributed capital gains - 2,053,182 101,451 Undistributed net investment loss - - -

Net unrealized appreciation (depreciation) (21,242,452) 8,321,849 137,899

Post-October losses (206,393) (817,746) (51,968)

Total $ (64,875,565) $ 9,557,285 $ 187,382

Under the IRC, capital losses incurred in taxable years beginning after December 22, 2010, are allowed to be carried forward indefinitely andretain the character of the original loss. Capital loss carryover is calculated and reported as of a specific date. Results of transactions and otheractivity after that date may affect the amount of capital loss carryover actually available for a Fund to utilize based on the results of future trans-actions. As a transition rule, post-enactment net capital losses are required to be utilized before pre-enactment net capital losses.

At December 31, 2014, Midas Fund had net a capital loss carryover of $43,426,720 of which $867,185 of short term and $31,246,030 oflong term losses may be carried forward indefinitely and $11,313,505 expires in 2017.

4 VALUE MEASUREMENTS A hierarchy established by GAAP prioritizes inputs to valuation methods. The three levels of inputs are:

• Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities including securities actively traded on a securities exchange.

• Level 2 - observable inputs other than quoted prices included in level 1 that are observable for the asset or liability which may includequoted prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data.

• Level 3 - unobservable inputs for the asset or liability including the Fund’s own assumptions about the assumptions a market participantwould use in valuing the asset or liability.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, thetype of security, whether the security is new and not yet established in the marketplace, the liquidity of markets for the security, and other char-acteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in themarket, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is great-est for investments categorized in level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In suchcases, the level in the fair value hierarchy, within which the fair value measurement falls in its entirety, is determined based on the lowest levelinput that is significant to the fair value measurement in its entirety. The inputs and methodology used for valuing investments are not nec-essarily an indication of the risk associated with investing in those securities.

The following is a description of the valuation techniques applied to a Fund’s major categories of assets and liabilities measured at fair valueon a recurring basis:

Equity securities (common and preferred stock) – Most publicly traded equity securities are valued normally at the most recent official clos-ing price, last sale price, evaluated quote, or closing bid price. To the extent these securities are actively traded and valuation adjustmentsare not applied, they may be categorized in level 1 of the fair value hierarchy. Equities on inactive markets or valued by reference to similarinstruments may be categorized in level 2.

Bonds – The fair value of bonds is estimated using various techniques, which may consider, among other things, recently executed transac-tions in securities of the issuer or comparable issuers, market price quotations (where observable), bond spreads, and fundamental data re-lating to the issuer. Although most bonds may be categorized in level 2 of the fair value hierarchy, in instances where lower relative considerationis placed on transaction prices, quotations, or similar observable inputs, they may be categorized in level 3.




MIDAS FUND

MIDASMAGIC


Decrease in accumulated undistributed net investment loss $ 211,839 $ 324,114 $ 82,944

Increase in accumulated net realized gain (loss) on investments $ 1,208 $ (142,083) $ (1,882)

Decrease in paid in capital $ (213,047) $ (182,031) $ (81,062)

Restricted and/or illiquid securities – Restricted and/or illiquid securities for which quotations are not readily available or reliable may bevalued with fair value pricing as determined in good faith by the Investment Manager under the direction of or pursuant to procedures approvedby the Trust’s Board of Trustees. Restricted securities issued by publicly traded companies are generally valued at a discount to similar pub-licly traded securities. Restricted or illiquid securities issued by nonpublic entities may be valued by reference to comparable public entitiesor fundamental data relating to the issuer or both or similar inputs. Depending on the relative significance of valuation inputs, these instru-ments may be categorized in either level 2 or level 3 of the fair value hierarchy.

The following is a summary of the inputs used as of December 31, 2014 in valuing each Fund’s assets. Refer to each Fund’s Schedule of Portfolio Investments for detailed information on specific investments.

There were no securities that transferred from level 1 at December 31, 2013 to level 2 at December 31, 2014 for any of the Funds.




MIDAS FUND Level 1 Level 2 Level 3 Total

AssetsInvestments, at value

Common stocks $ 12,899,482 $ 134,095 $ - $ 13,033,577

Money market fund 1,340,833 - - 1,340,833

Total investments, at value $ 14,240,315 $ 134,095 $ - $ 14,374,410

MIDAS PERPETUAL PORTFOLIO Level 1 Level 2 Level 3 Total


Gold $ 1,527,651 $ - $ - $ 1,527,651

Silver 371,124 - - 371,124

Swiss franc assets - 1,385,828 - 1,385,828

Hard asset securities 1,137,602 - - 1,137,602

Large capitalization growth stocks 2,560,952 - - 2,560,952

Money market fund 268 - - 268

Total investments, at value $ 5,597,597 $ 1,385,828 $ - $ 6,983,425

MIDAS MAGIC Level 1 Level 2 Level 3 Total


Common stocks $ 17,202,210 $ - $ - $ 17,202,210

Money market fund 3 - - 3

Total investments, at value $ 17,202,213 $ - $ - $ 17,202,213




5 INVESTMENT TRANSACTIONS The aggregate cost of investments for tax purposes will depend upon each Fund’s investment experienceduring the entirety of its fiscal year and may be subject to changes based on tax regulations. As of December 31, 2014, for federal incometax purposes, subject to changes, the aggregate cost, gross unrealized appreciation (depreciation), and net unrealized appreciation (depre-ciation) of investments are summarized as follows:

Purchases and proceeds from sales or maturities of investment securities, excluding short term securities, for the year ended December 31,2014 were as follows:

6 ILLIQUID AND RESTRICTED SECURITIES Midas Fund owns securities categorized in level 2 which have a limited trading market and/orcertain restrictions on trading and, therefore, may be illiquid and/or restricted. Such securities have been valued using fair value pricing. Dueto the inherent uncertainty of valuation, fair value pricing values may differ from the values that would have been used had a readily availablemarket for the securities existed. These differences in valuation could be material. Illiquid and/or restricted securities owned as of December31, 2014 were as follows:

7 BORROWING AND SECURITIES LENDING The Trust has entered into a Committed Facility Agreement (“CFA”) with BNP Paribas Prime Bro-kerage, Inc. (“BNP”) that allows it to adjust its credit facility up to $25,000,000 subject to BNP’s approval, and a Lending Agreement, as de-fined below. Under the Lending Agreement with BNP, BNP may make loans to each Fund from time to time in its sole discretion and in amountsdetermined by BNP in its sole discretion. Borrowings under the CFA and the Lending Agreement (collectively, the “Lending Agreements”) aresecured by assets of the borrowing Fund (the “pledged collateral”) that are held in a segregated account with the Fund’s custodian. Interestis charged at the 1 month LIBOR (London Inter-bank Offered Rate) plus 0.95% on the amount borrowed and 0.50% on the undrawn balance.Because the Trust adjusts the facility amount each day to equal borrowing drawn that day, the annualized rate charge on undrawn facilityamounts provided for by the CFA has not been incurred.

MIDAS FUND

MIDASMAGIC


Purchases $ 6,444,539 $ 5,073,124 $ 1,632,838

Proceeds $ 11,655,804 $ 8,024,461 $ 3,979,908

Federal IncomeTax Cost

Gross UnrealizedAppreciation (Depreciation)

Net UnrealizedAppreciation (Depreciation)

Midas Fund $ 35,616,831 $ - $ (21,242,242) $ (21,242,242)

Midas Magic $ 8,880,364 $ 8,492,751 $ (183,102) $ 8,321,849

Midas Perpetual Portfolio $ 6,839,785 $ 691,967 $ (548,327) $ 143,640

Acquisition Date Cost Value

Ivanhoe Mines Ltd. Class A 4/30/97 $ 0 $ 75,090

Ivanhoe Mines Ltd. Class B 4/30/97 0 59,005

Total $ 0 $ 134,095

Percent of net assets 0.0% 0.9%

The Lending Agreements provide that BNP may borrow a portion of the pledged collateral (the “Lent Securities”) in an amount not to exceedthe outstanding borrowings owed by each Fund to BNP. BNP may re-register the Lent Securities in its own name or in another name other thanthe Fund’s and may pledge, re-pledge, sell, lend, or otherwise transfer or use the Lent Securities with all attendant rights of ownership. AFund may designate any security within the pledged collateral as ineligible to be a Lent Security, provided there are eligible securities withinthe pledged collateral in an amount equal to the outstanding borrowing owed by a Fund. BNP must remit payment to a Fund equal to theamount of all dividends, interest, or other distributions earned or made by the Lent Securities.

Lent Securities are marked to market daily and, if the value of the Lent Securities exceeds the value of the then outstanding borrowings owedby a Fund to BNP (the “Current Borrowings”), BNP must, on that day, either (1) return Lent Securities to the Funds’ custodian in an amountsufficient to cause the value of the outstanding Lent Securities to equal the Current Borrowings; or (2) post cash collateral with the Funds’custodian equal to the difference between the value of the Lent Securities and the value of the Current Borrowings. If BNP fails to perform ei-ther of these actions as required, the Funds may recall securities, as discussed below, in an amount sufficient to cause the value of the out-standing Lent Securities to approximately equal the Current Borrowings. The Funds can recall any of the Lent Securities and BNP is obligated,to the extent commercially possible, to return such security or equivalent security to the Funds’ custodian no later than three business daysafter such request. If a Fund recalls a Lent Security and BNP fails to return the Lent Securities or equivalent securities in a timely fashion, BNPnormally remains liable to the Funds’ custodian for the ultimate delivery of such Lent Securities, or equivalent securities, and for any buy-incosts that the executing broker for the sales transaction may impose with respect to the failure to deliver. The Funds also have the right to applyand set-off an amount equal to 100% of the then-current fair value of such Lent Securities against the Current Borrowings. The Funds earnsecurities lending income consisting of payments received from BNP for lending certain securities, less any rebates paid to borrowers and lend-ing agent fees associated with the loan. There were no Lent Securities during the period ended December 31, 2014 for Midas Fund, MidasMagic, or Midas Perpetual Portfolio.

The outstanding loan balance and the value of eligible collateral investments at December 31, 2014, and the average daily amount out-standing, the maximum amount outstanding, and weighted average interest rate under the CFA for the year ended December 31, 2014 wereas follows:

8 PORTFOLIO CONCENTRATION Each Fund operates as a “non-diversified” investment company, which means that the portion of the Fund’sassets that may be invested in the securities of a single issuer is not limited by the Act and the amount of the outstanding voting securities ofa particular issuer held by a Fund is not limited. Each Fund, however, currently intends to continue to conduct its operations so as to qualifyas a “regulated investment company” for purposes of the IRC, which currently requires that, at the end of each quarter of the taxable year,with respect to 50% of a Fund’s total assets, the Fund limits to 5% the portion of its total assets invested in the securities of a single issuer.There are no such limitations with respect to the balance of a Fund’s portfolio, although no single investment can exceed 25% of a Fund’s totalassets at the time of purchase. A more concentrated portfolio may cause a Fund’s net asset value to be more volatile and thus may subjectshareholders to more risk. As of December 31, 2014, Midas Magic held approximately 20% and 17% of its net assets in Berkshire Hathaway,Inc. and MasterCard Incorporated, respectively, primarily as a result of market appreciation since the time of purchase. Thus, the volatility ofthe Fund’s net assets value and its performance in general, depends disproportionately more on the respective performance of a single is-suer than that of a more diversified fund.




MIDAS FUND

MIDASMAGIC


Outstanding balance $ - $ 1,695,083 $ 1,033,175

Value of eligible collateral $ 9,186,530 $ 11,451,910 $ 3,183,607

Average daily amount outstanding $ 1,414,437 $ 1,505,678 $ 434,649

Maximum outstanding during the period $ 3,766,833 $ 3,474,516 $ 1,925,878

Weighted average interest rate 1.10% 1.01% 1.01%

9 FOREIGN SECURITIES RISK Investments in the securities of foreign issuers involve special risks which include changes in foreign ex-change rates and the possibility of future adverse political and economic developments, which could adversely affect the value of such se-curities. Moreover, securities of foreign issuers and traded in foreign markets may be less liquid and their prices more volatile than those ofU.S. issuers and markets.

10 CONTINGENCIES The Funds indemnify officers and trustees for certain liabilities that might arise from their performance of their dutiesfor the Funds. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of representations and war-ranties and which may provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown, as it involvesfuture claims that may be made against the Funds under circumstances that have not occurred.


concludedNOTES TO FINANCIAL STATEMENTS



FINANCIAL HIGHLIGHTSFinancial Statements


MIDAS MAGIC

For the Year Ended December 31,2014 2013 2012 2011 2010

Per Share Data (for a share outstanding throughout each period)Net asset value, beginning of period $1.38 $2.59 $3.57 $5.65 $3.82Income (loss) from investment operations:

Net investment loss (1) (0.02) (0.02) (0.04) (0.06) (0.07)Net realized and unrealized gain (loss) on investments (0.37) (1.19) (0.94) (1.96) 1.90

Total from investment operations (0.39) (1.21) (0.98) (2.02) 1.83Less distributions:

Net investment income - - - (0.06) -Net asset value, end of period* $0.99 $1.38 $2.59 $3.57 $5.65

Total Return (28.26)% (46.72)% (27.45)% (35.97)% 47.91%

Ratios/Supplemental DataNet assets at end of period (000s omitted) $14,260 $20,815 $44,884 $72,973 $139,644Ratio of total expenses to average net assets 3.04% 3.02% 2.94% 2.31% 2.29%Ratio of net expenses excluding loan interest and

fees to average net assets 2.97% 2.96% 2.85% 2.16% 2.14%Ratio of net investment loss to average net assets (1.69)% (1.30)% (1.49)% (1.30)% (1.58)%Portfolio turnover rate 31% 17% 12% 44% 63%

(1) Average shares outstanding during the period are used to calculate per share data.

* Redemption fees from capital share transactions were less than $0.005 per share.

For the Year Ended December 31,2014 2013 2012 2011 2010


Net investment loss (1) (0.50) (0.46) (0.57) (0.48) (0.48)Net realized and unrealized gain on investments 0.96 7.53 3.30 1.75 1.27

Total from investment operations 0.46 7.07 2.73 1.27 0.79Less distributions:

Realized gains (1.74) (1.47) - - -Net asset value, end of period* $23.05 $24.33 $18.73 $16.00 $14.73

Total Return 1.82% 37.79% 17.06% 8.62% 5.67%

Ratios/Supplemental DataNet assets at end of period (000s omitted) $15,186 $16,738 $13,245 $11,768 $12,240Ratio of total expenses to average net assets 3.59% 3.37% 4.93% 4.16% 4.22%Ratio of net expenses excluding loan interest and

fees to average net assets 3.49% 3.31% 4.76% 3.83% 3.84%Ratio of net investment loss to average net assets (2.00)% (2.10)% (3.18)% (3.17)% (3.39)%Portfolio turnover rate 30% 13% 20% 4% 0%



MIDAS FUND


FINANCIAL HIGHLIGHTSFinancial Statements


MIDAS PERPETUAL PORTFOLIO For the Year Ended December 31,2014 2013 2012 2011 2010


Net investment loss (1) (0.01) - (0.02) (0.01) (0.01)Net realized and unrealized gain (loss) on investments (0.05) (0.10) 0.08 0.02 0.16

Total from investment operations (0.06) (0.10) 0.06 0.01 0.15Less distributions:

Net investment income - - - (0.01) -Realized gains (0.02) (0.11) - (0.08) -

Total distributions (0.02) (0.11) - (0.09) -Net asset value, end of period* $0.99 $1.07 $1.28 $1.22 $1.30

Total Return (2) (5.93)% (8.17)% 4.92% 0.96% 13.04%

Ratios/Supplemental DataNet assets at end of period (000s omitted) $5,969 $7,718 $14,515 $15,459 $10,620Ratio of total expenses to average net assets (3) 2.54% 2.22% 2.98% 1.85% 2.51%Ratio of net expenses to average net assets (2) (4) 2.54% 1.81% 2.48% 1.35% 1.93%Ratio of net expenses excluding loan interest and

fees to average net assets 2.47% 1.69% 2.48% 1.35% 1.90%Ratio of net investment loss to average net assets (2) (1.17)% (0.38)% (1.42)% (0.45)% (1.03)%Portfolio turnover rate 22% 0% 0% 44% 4%


(2) Fees contractually waived by the Investment Manager reduced the ratio of expenses to average net assets by 0.41% for the year ended december 31, 2013 and by 0.50% and 0.50% for the years ended december 31, 2012 and 2011, respectively, and by the Investment Manager and distributor by 0.58%, and 0.75%respectively, for the year ended december 31, 2010. The impact of the fee waivers and reimbursements is reflected in the total return, the ratio of net expensesto average net assets, and the ratio of net investment income (loss) to average net assets.

(3) “Total expenses” are the total expenses of the Fund before fee waivers, if any.

(4) “net expenses” are the total expenses of the Fund after fee waivers, if any.



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMFinancial Statements

TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OFMIDAS SERIES TRUST

We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments, of Midas Series Trust, comprising Midas Fund, Midas Magic, and Midas Perpetual Portfolio as of December 31, 2014, the related statements of operations and of cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial high-lights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and finan-cial highlights based on our audits.

We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those stan-dards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included considerations of internal control over financial reporting as a basisfor designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit includes exam-ining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation ofsecurities owned as of December 31, 2014, by correspondence with the custodian. An audit also includes assessing the accounting princi-ples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe thatour audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial positionof each of the respective Funds referred to above of Midas Series Trust as of December 31, 2014, the results of their operations and cashflows for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlightsfor each of the five years in the period then ended presented in conformity with accounting principles generally accepted in the United Statesof America.

TAIT, WELLER & BAKER LLP

Philadelphia, PennsylvaniaFebruary 20, 2015


TRUSTEES OF THE TRUST

Supplemental Information (Unaudited)

The following table sets forth certain information concerning the trustees currently serving on the Board of Trustees of the Trust. The Trust’sStatement of Additional Information includes additional information about the trustees and is available, without charge, upon request by call-ing toll-free 1-800-400-MIDAS (6432) and at www.MidasFunds.com. Unless otherwise noted, the address of record for the trustees and offi-cers is 11 Hanover Square, New York, New York 10005.

INDEPENDENT TRUSTEES

Name, Address, and Date of Birth

Trustee Since (1)

Principal Occupation, andBusiness Experience

for the Past Five Years

Funds inComplex

Overseen (2)

Other Director-

ships Held (3)

Bruce B. HuberCLU, ChFC, MSFSFebruary 7, 1930

2012(predecessor Fund: 1981)

Retired. He is a former Financial Representative with NewEngland Financial, specializing in financial, estate and insur-ance matters. He is a member of the Board, emeritus, of theMillbrook School, and Chairman of the Endowment Board ofthe Community YMCA of Red Bank, NJ.

6 None

James E. HuntDecember 14,1930


Limited Partner of Hunt Howe Partners LLC (executive recruiting consultants).

6 None

Peter K. WernerAugust 16, 1959


Since 1996, he has taught, directed and coached many pro-grams at The Governor’s Academy of Byfield MA. Currently, he serves as chair of the History Department. Pre-viously, he held the position of Vice President in the Fixed In-come Departments of Lehman Brothers and First Boston. Hisresponsibilities included trading sovereign debt instruments,currency arbitrage, syndication, medium term note trading,and money market trading.

6 None

INTERESTED TRUSTEE

Thomas B.Winmill, Esq.(4)

PO Box 4Walpole, NH 03608June 25, 1959


He is President, Chief Executive Officer, and a Trustee or Director of the Trust, Dividend and Income Fund, and FoxbyCorp. He is President, Chief Executive Officer, and GeneralCounsel of the Investment Manager and Bexil Advisers LLC(registered investment advisers, collectively, the “Advisers”),Bexil Securities LLC and Midas Securities Group, Inc. (regis-tered broker-dealers, collectively, the “Broker-Dealers”), BexilCorporation, and Winmill & Co. Incorporated (“Winco”). He isa Director and Vice President of Self Storage Group, Inc. He isa Director of Bexil American Mortgage Inc. and Castle Mort-gage Corporation. He is Vice President of Tuxis Corporation.He is Chairman of the Investment Policy Committee of each ofthe Advisers (the “IPCs”), which currently manage FoxbyCorp., Midas Magic, and Midas Perpetual Portfolio, and he isthe sole portfolio manager of Midas Fund and Dividend and In-come Fund. He is a member of the New York State Bar andthe SEC Rules Committee of the Investment Company Insti-tute.

6 None

(1) each Trustee shall hold office until his or her successor is elected, his or her death, or the Trust terminates, whichever is sooner, with certain exceptions. (2) The “Fund Com-

plex” is comprised of each series of the Trust, dividend and Income Fund, Foxby Corp., and self storage Group, Inc. which are managed by the Investment Manager or its affiliates. (3)Refers to directorships held by a trustee in any company with a class of securities registered pursuant to section 12 of the securities exchange Act of 1934 or any company registered as

an investment company under the Act. (4) Thomas B. Winmill is an “interested person” of the Trust as defined by the Act because of his position with the Investment Manager.


OFFICERS OF THE TRUSTSupplemental Information (Unaudited)

OFFICERS OF THE TRUST

Name and Date of Birth

Title and Officer Since

Principal Occupation, Business Experience for the Past Five Years

Mark C. WinmillNovember 26, 1957

Vice President since 2012. Vice President of the other investment companies in the Fund Com-plex and the Advisers. He is a member of the IPCs. He is President,Chief Executive Officer, and a Director of Self Storage Group, Inc. andTuxis Corporation. He is Executive Vice President and a Director ofWinco, Vice President of Bexil Corporation, and a principal of the Bro-ker-Dealers.

Thomas O’MalleyJuly 22, 1958

Chief Accounting Officer, Chief Financial Officer, Treasurer and Vice President since 2012.(predecessor Fund: 2005)

Chief Accounting Officer, Chief Financial Officer, Vice President, andTreasurer of the other investment companies in the Fund Complex,the Advisers, the Broker-Dealers, Bexil Corporation, Winco, and TuxisCorporation. He is a certified public accountant.

Heidi KeatingMarch 28, 1959

Vice President since 2012. (predecessor Fund: 1988)

Vice President of the other investment companies in the Fund Com-plex, the Advisers, Bexil Corporation, Winco, and Tuxis Corporation.She is a member of the IPCs.

John F. Ramirez, Esq.April 29, 1977

General Counsel, Chief Legal Officer, Vice President and Secretary since 2012.(predecessor Fund: 2005)

General Counsel, Chief Legal Officer, Vice President, and Secretary ofthe other investment companies in the Fund Complex and Tuxis Cor-poration. He is Vice President, Senior Associate General Counsel,and Secretary of the Advisers, the Broker-Dealers, Bexil Corporation,and Winco. Additionally, he is Chief Compliance Officer of the Broker-Dealers.He is a member of the IPCs. He also is a member of the NewYork State Bar and the Investment Advisers Committee, Small FundsCommittee, and the Compliance Advisory Committee of the Invest-ment Company Institute.

Russell Kamerman, Esq.July 8, 1982

Chief Compliance Officer, AML Officer, Associate General Counsel, Vice Presi-dent and Assistant Secretarysince 2014.

From September 2008 through December 2014, he was an attorneyin private practice focusing on regulatory, compliance and other gen-eral corporate matters relating to the structure, formation and opera-tion of investment funds and investment advisers. Since December2014, he has served as Chief Compliance Officer, Anti-Money Laun-dering Officer, Associate General Counsel, Vice President and Assis-tant Secretary of the other investment companies in the FundComplex, the Advisers, Bexil Corporation, Tuxis Corporation andWinco. He is a member of the New York State Bar.

Officers hold their positions with the Trust until a successor has been duly elected and qualifies. Officers are generally elected annually at the december meeting of the Board of Trustees. The

officers were last elected on december 10, 2014.

The executive officers, other than those who serve as trustees, and their relevant biographical information are set forth below.


ADDITIONAL INFORMATIONSupplemental Information (Unaudited)

QUARTERLY SCHEDULES OF PORTFOLIO HOLDINGSThe Trust files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. TheTrust’s Forms N-Q are available on the SEC’s website atwww.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Trust’s quarterly reports on Form N-Q are also available on its website at www.MidasFunds.com.

PROXY VOTING POLICIES AND PROCEDURESA description of the policies and procedures that the Trust uses to determine how to vote proxies relating to portfolio se-curities is available, without charge, by calling 1-800-400-MIDAS (6432) and on the website of the SEC at www.sec.gov. Information regarding how the Trust voted proxies relating to portfolio securities during the most recent 12 month periodended June 30 is available without charge, by calling 1-800-400-MIDAS (6432), on the website of the SEC at www.sec.gov,and on the Trust’s website at www.MidasFunds.com.

Cautionary Note Regarding Forward Looking Statements - One of Midas’ guiding principles is that we will communicate with our shareholders as candidly as pos-sible because we believe shareholders benefit from understanding our investment philosophy and approach. Our views and opinions regarding the prospects of our portfolio holdings, Funds, and the economy are “forward looking statements” as defined under the U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will,” and similar expressions identify forward looking statements, which generally are not historical in nature.Forward looking statements are subject to certain risks and uncertainties that could cause actual results to materially differ from a Fund’s historical experience and its current expectations or projections indicated in any forward looking statements. These risks include, but are not limited to, equity securities risk, corporate or sovereign bonds risk, credit risk, interest rate risk, leverage and borrowing risk, additional risks of certain securities in which a Fund invests, distribution policy risk, management risk, and other risks discussed in the Trust’s filings with the SEC. You should not place undue reliance on forward looking statements, which speak only as of the date they are made. The Trust undertakes no obligation to update or revise any forward looking statements made herein, whether as a result of new information, future events, or otherwise. There is no assurance that a Fund’s investment objectives will be attained.

• Regular Accounts• IRA Retirement Accounts, including Traditional, Simplified Employee Pension IRA (SEP IRA, a retirement plan specifically

designed for, and funded by, self-employed people and small-business owners), Roth, and SIMPLE. The Savings IncentiveMatch Plan for Employees (SIMPLE) plan is devised specifically to help satisfy the needs of small businesses with 100 orfewer employees.

• Education Savings Accounts• Health Savings Accounts• Online and toll free telephone account access• Electronic delivery of account statements, reports, and prospectus, etc.Only $1,000 minimum to open a Midas Funds account, with subsequent minimum investments of $100. There is NO FEE to open an account.Join our free and automatic Midas Bank Transfer Plan and open an account for only $100, and make subsequent monthly investments of $100 or more.

SIGN UP FOR ELECTRONIC DELIVERY

MIDAS FUNDS OFFER

Midas shareholders can now sign up for electronic delivery of their account statements, confirmations, annual and semi-annual reports, prospectuses, and other material to receive Midas information more quickly and conveniently. It is fast and easy to sign up for electronic delivery. Just follow these three simple steps: (1) go to www.MidasFunds.com and log into THE MIDAS TOUCH ® - Account Access(2) after logging in, at the Portfolio Summary, click on an account number and then select Account Detail from the left side

menu, and (3) click on Electronic Document Delivery. On this page you can choose to have either account and confirmation statements

or regulatory items, such as annual and semi-annual reports and prospectuses, or both, sent to any e-mail address youwish. That’s it!

INVEST WITH MIDAS Account Information


INSTRUCTIONS FOR ONLINE AND PAPER APPLICATIONSOpening Your New Account

PAPERTo open a Regular Individual or Joint Account or a Uniform Gift to Minor Account, use the paper application on the next page. For a Traditional or Roth IRA Account application, please call 1-800-400-MIDAS (6432) to request that an IRA application be sent in the mail to you or go to www.MidasFunds.com/midas-ira-accounts and print out an IRA application.

THE NUMBER ON THE INSTRUCTIONS BELOW CORRESPOND WITH THE NUMBER OF THE SECTION ON THE APPLICATION.

ONLINETo open a Regular Individual or Joint Account, Uniform Gift to Minor Account, or a Traditional, SEP, SIMPLE, or Roth IRA Account,just follow the 3 steps below.

1 REGISTRATION If there is more than one owner of the account, the registration will be “Joint Tenants with Right of Survivorship” unless you specify “Tenants in Common.” If this is a Uniform Gift/Transfer to a Minor, please enter all information requested for the minor.

2 MAILING AND E-MAIL ADDRESSES, TELEPHONE NUMBER, AND CITIZENSHIP If you are a non-U.S. citizen residing in the UnitedStates, in addition to this Account Application, you will be required to attach a Form W-8 BEN, which can be obtained from the IRS website at www.irs.gov or calling 1-800-829-3676. If this is a Uniform Gift/Transfer to a Minor, please enter all information for the Custodian, including the custodian’s physical address.

3 CHOOSE FUND(S) AND AMOUNT INVESTED Indicate the Fund(s) in which you are opening an account. The opening minimum for a Fund is $1,000 ($100 for Midas Automatic Investment Programs – see Section 7 of the Account Application). The minimum subsequentinvestment is $100.

4 DISTRIBUTIONS Your dividends and distributions will be reinvested in additional shares of the Fund unless you instruct Midas otherwise.

5 SHAREHOLDER COMMUNICATIONS Account and confirmation statements, shareholder reports, and prospectuses will be sent to the address you provided in Section 2 above. To learn more about how you can access your account online and sign up for electronic delivery of these materials, please visit www.MidasFunds.com/e-delivery.

6 COST BASIS Check the method of cost basis you would prefer. The default cost basis for each of the Midas Funds is the Average Cost method. Visit www.MidasFunds.com/tax-planning for additional information on cost basis.

7 MIDAS SHAREHOLDER SERVICES - MIDAS BANK TRANSFER PLAN/THE MIDAS TOUCH® With the free Midas Bank Transfer Plan, you can establish a convenient and affordable long term investment program. The $1,000 minimum investment requirement is waived since the Midas Bank Transfer Plan is designed to facilitate an automatic monthly investment of $100 or more into your Fund account(s). Please specify the total amount you want to invest each month, the Fund and when you’d like to start.All shareholders can obtain information about their account 24 hours a day, every day, at www.MidasFunds.com and by automated telephone response at 1-800-400-MIDAS (6432). Only with The Midas Touch® can you manage your account by purchasing or re-deeming Fund shares using electronic funds transfer, initiate Fund to Fund transfers among the three Midas Funds, and perform transactions through a Shareholder Services Representative.To activate these features, please indicate your bank routing and account numbers or attach a voided check.

8 SIGNATURE AND CERTIFICATION TO AVOID BACKUP WITHHOLDING After reading this section, please sign and date the Account Application.

SEND BY MAIL Mail your completed Account Application to Midas Funds, P.O. Box 6110, Indianapolis, IN 46206-6110. Checks must be payable to Midas Funds in U.S. dollars. Third party checks and money orders (other than money orders issued by a bank) cannot be accepted.

SEND BY WIRE Call 1-800-400-MIDAS (6432) between 8 am and 6 pm ET, on business days to speak with a Shareholder Services Representative, for wire instructions.

IF YOU NEED ANY ASSISTANCE IN COMPLETING AN ONLINE OR PAPER APPLICATION, PLEASE CALL A SHAREHOLDERSERVICES REPRESENTATIVE AT 1-800-400-MIDAS (6432) BETWEEN 8 AM AND 6 PM ET ON BUSINESS DAYS.

1 Visit www.MidasFunds.com and click “Open an Account” at the top menu bar.

2 Follow the instructions and complete the information to open a new account.

3 Start investing in the Midas Funds of your choice today!


NEW ACCOUNT APPLICATION

IMPORTANT: In compliance with the USA Patriot Act, federal law requires all financial institutions (including mutual funds) to obtain, verify, and record information that identifies each person who opens an account.

WHAT THIS MEANS FOR YOU: When you open an account, we must receive your name, address, date of birth, and other information that will allow us to identify you. We may also ask for additional identifying documents. The information is required for all owners, co-owners, or anyone authorized to sign or transact on behalf of a legal entity that will own the account. We will return your application if this information is missing. If we are unable to verify this information, your account may be closed and you will be subject to all applicable costs.

Open your account online at www.MidasFunds.com or use this Account Application to open a regular Midas Account. Mail this completed Application and check payable to Midas Funds to: Midas Funds, Box 6110, Indianapolis, IN 46206-6110For an IRA or other tax advantaged accounts, please call 1-800-400-MIDAS (6432) or go to www.MidasFunds.com/forms

2 MAILING AND E-MAIL ADDRESSES, TELEPHONE NUMBER, AND CITIZENSHIP

Street Address (physical address) City State / Zip Daytime Telephone

Mailing Address (if different from above) City State / Zip Daytime Telephone

Citizen of c U.S. c Other: Citizen of c U.S. c Other:E-mail Address Owner (If other, attach IRS Form W-8.) Joint Owner (If other, attach IRS Form W-8.)

4 DISTRIBUTIONS If no box is checked, the Automatic Compounding Option will be assigned to increase the shares you own.

c Automatic Compounding Option Dividends and distributions reinvested in additional shares.

c Payment Option Dividends and distributions in cash.

3 FUND(S) CHOSEN AND AMOUNT INVESTED ($1,000 minimum per Fund) Note: The $1,000 initial investment minimum is waived if you elect to invest $100 or more each month through the free, automatic Midas Bank Transfer Plan (see Section 7).

By Check: Please draw your check to the order of Midas Funds and enclose with this Application. Third party checks and money orders cannot be accepted.

By Wire: Please complete this Application (except for the sentence in brackets below) and fax to 1-317-937-3014 with the name of the sendingbank and amount to be wired before making an initial investment by wire. You will then be assigned a Midas account number and wiringaddress. Then, fill in the blanks below and mail to Midas.[Please indicate the assigned Midas account number ____________________ and the date the wire was sent ____________________.]

1 REGISTRATION (Please type or print.) For assistance with this Application, please call 1-800-400-MIDAS (6432) 8 am - 6 pm ET.Individual or Custodian of a Gift/Transfer to a Minor:

First Name Middle Initial Last Name Social Security # Date of Birth

Joint Tenant: Note: Registration will be Joint Tenants with Right of Survivorship, unless otherwise specified here as Tenants in Common c


Gift/Transfer to a Minor:

Minor’s First Name Minor’s Middle Initial Minor’s Last Name Minor’s Social Security # Minor’s Date of Birth

Minor’s Address (if different than custodian address) City State / Zip

$$

MIDAS MAGIC

$$


MIDAS FUND

=+ +

5 SHAREHOLDER COMMUNICATIONS Account and confirmation statements, shareholder reports, and prospectuses will be sent to the address youprovided in Section 2 above by U.S. mail. After your Midas account is established, to change to e-delivery please visit www.MidasFunds.com/e-delivery.

PLEASE TELL US HOW YOU HEARD ABOUT MIDAS:

TOTAL

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To participate in the Midas Bank Transfer Plan or to get THE MIDAS TOUCH®,please attach a voided check.

6 COST BASIS If no box is checked, the Average Cost method will be assigned as the default cost basis method.

c Average Cost c First In, First Out c Last In, First Out c Low Cost, First Out c High Cost, First Out c Loss/Gain Utilizationc Specific Lot Identification We collect this information to report cost basis information on IRS Form 1099-B. This cost basis method will be applied to all mutual fundswith the same ownership unless a different method is provided for specific funds on a separate page. Visit www.MidasFunds.com/tax-planning for information on cost basis.

7 MIDAS BANK TRANSFER PLAN AND THE MIDAS TOUCH® - Check the box for the service(s) you want for your account, and below please attach a voided check.c Midas Bank Transfer Plan - Starting __________________ (date) automatically purchase shares of ________________________________ (Fund Name) each month by transferring $ ________________________ ($100 minimum) from my bank account each month. I understandthere is no charge by Midas for this service.c THE MIDAS TOUCH® - All Midas shareholders can access account information 24 hours a day, every day, at www.MidasFunds.com and 1-800-400-MIDAS (6432). With THE MIDAS TOUCH®, you can also manage your account by purchasing or redeeming Fund shares with the proceeds from and to your bank account, transfer among the three Midas Funds, and perform telephone transactions through a ShareholderServices Representative.

8 SIGNATURE AND CERTIFICATION TO AVOID BACKUP WITHHOLDING“I certify that I have received and read the prospectus for the Midas Funds, agree to its terms, and have the legal capacity to purchase their shares. I understand that no certificates will be issued and that my confirmation statement will be evidence of my ownership of Fund shares. I acknowledge receiptof the Fund’s privacy policy notice. I understand telephone conversations with representatives of the transfer agent and Midas Securities Group, Inc., (collectively “Service Agents”) are recorded and hereby consent to such recording. I agree that the Service Agents will not be liable for acting on instruc-tions believed genuine and under reasonable procedures designed to prevent unauthorized transactions. I certify (1) the Social Security or taxpayer identi-fication number provided above is correct, (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding, or (c) I have been notified by the IRS that I am no longer subject to backup with-holding, and (3) I am a U.S. person (including a U.S. resident alien).” (Please cross out item 2 if it does not apply to you.) The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Signature of c Owner c Custodian Date Signature of Joint Owner (if any) Date

This Account Application must be signed and completed by all authorized signers.

John and Jane Doe123 Main StreetMyTown, USA 12345

PAY TO THE ORDER OF __________________________________________________ $

_______________________________________________________________ DOLLARS

BANK NAMEBANK ADDRESSMEMO___________________ __________________________________

1003Date _________________

Past performance does not guarantee future results. The investment return and principle value of an investment will fluctuate,so shares when redeemed may be worth more or less than their original cost. Dollar cost averaging does not assure a profit orprotect against loss in a declining market and investors should consider their ability to make purchases when prices are low.Current performance may be lower or higher than the performance quoted herein. For performance data current to the most recent month-end, visit www.MidasFunds.com. This Report and the financial statements it contains are submitted for the gen-eral information of the shareholders of the Midas Funds. The Report is not authorized for distribution to prospective investorsin the Funds unless preceded or accompanied by an effective Prospectus which contains more complete information, includingcharges, risks and expenses. Please read it carefully before you invest or send money.

Midas Securities Group, Inc., Distributor. Member, FINRA.

With THE MIDAS TOUCH®, you enjoy enhanced access at any time, online at www.MidasFunds.com or by telephone 1-800-400-MIDAS (6432), to

• Open a Midas investment account online

• Monitor your investments

• Retrieve your account history

• Review recent transactions

• Obtain Fund prices

• Check your account balances and account activity

• Obtain prospectuses, shareholder reports, and account applications, as well as IRA transfer forms and Automatic Investment Programforms for regular monthly investing

• Purchase or redeem Fund shares using electronic funds transfer to move money to or from your authorized bank account

• Initiate account transactions, such as Fund to Fund transfers among the three Midas Funds

• Make transactions through a Shareholder Services Representative Monday through Friday, from 8 a.m. to 6 p.m. ET

MIDAS FUNDSP.O. BOX 6110 INDIANAPOLIS, IN 46206-6110

1-800-400-MIDAS (6432) FOR INVESTMENT INFORMATION

THE MIDASTOUCH®

ACCOUNT ACCESS

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PRSRT STDUS POSTAGE

PAIDLANCASTER PAPERMIT 1762

11 Hanover SquareNew York, NY 10005

Return Service Requested

THURSDAY APRIL 16, 20154:00 P.M. ET

TELECONFERENCEWITH MIDAS PORTFOLIO MANAGERS

Details at www.MidasFunds.com

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MIDAS PERPETUAL PORTFOLIOTicker: MPERX

MIDAS FUNDTicker: MIDSX

MIDAS MAGICTicker: MISEX

This prospectus, dated April 28, 2015 contains information you should know about Midas Perpetual Portfolio, Midas Fund, and Midas Magic (each a “Fund”) before you invest. Each Fund is a series of Midas Series Trust (“Trust”). The Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

FUND SUMMARY ........................................................................................................................................................................................... 2 MIDAS PERPETUAL PORTFOLIO....................................................................................................................................... 2 MIDAS FUND ................................................................................................................................................................................. 7 MIDAS MAGIC ............................................................................................................................................................................. 12

IMPORTANT ADDITIONAL INFORMATION ................................................................................................................................... 16

INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES, RELATED RISKS, AND DISCLOSURE OF PORTFOLIO HOLDINGS .......................................................................................................................................................................... 17

ADDITIONAL INVESTMENT RISKS .................................................................................................................................................... 23

PORTFOLIO MANAGEMENT ................................................................................................................................................................. 23

MANAGEMENT FEES ................................................................................................................................................................................ 23

DISTRIBUTION AND SHAREHOLDER SERVICES ......................................................................................................................... 23

PURCHASING SHARES .............................................................................................................................................................................. 23

EXCHANGE PRIVILEGES ........................................................................................................................................................................ 25

REDEEMING SHARES ............................................................................................................................................................................... 25

ACCOUNT AND TRANSACTION POLICIES ...................................................................................................................................... 27

DISTRIBUTIONS AND TAXES ................................................................................................................................................................ 27

FINANCIAL HIGHLIGHTS ....................................................................................................................................................................... 29


2

FUND SUMMARY


INVESTMENT OBJECTIVE

The Fund seeks to preserve and increase the purchasing power value of its shares over the long term.

FEES AND EXPENSES OF THE FUND

The following tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. Shareholder Fees (fees paid directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases NONE Maximum Deferred Sales Charge (Load) NONE Maximum Sales Charge (Load) Imposed on Reinvested Dividends NONE Redemption Fee on shares redeemed within 30 days of purchase 1.00%

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management Fees 0.50% Distribution and Service (12b-1) Fees 0.25% Other Expenses 1.79% Total Annual Fund Operating Expenses 2.54%

EXAMPLE: This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. This 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 may be higher or lower, based on these assumptions your costs would be:

One Year Three Years Five Years Ten Years$257 $791 $1,350 $2,875

Portfolio Turnover The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was 22% of the average value of its portfolio.

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies of the Fund In pursuit of its investment objective, the Fund normally seeks to invest in the following investment categories in accordance with the following Target Percentage Ranges, subject to certain quarterly and other adjustments (Target Percentage Range in parentheses): gold (10-30%); silver (0-20%); Swiss franc assets (10-30%); hard asset securities (15-35%); and large capitalization growth stocks (15-35%). Pending investment or if the Fund’s investment manager determines that market conditions warrant, the Fund may hold cash, money market funds, money market instruments, bank deposits, investment grade, short term corporate bonds and banker’s acceptances, and similar investments without limit. The Fund may also make these investments for temporary defensive purposes. Accordingly, from to time, the Fund’s actual percentage of its total assets invested in a given investment category may vary from its Target Percentage Range, sometimes substantially. The Fund is non-diversified, which means that it is not limited by the Investment Company Act of 1940, as amended (the “1940 Act”), in the proportion of its assets that may be invested in the obligations of a single issuer.

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Subsequent to each calendar quarter end, the Fund’s investment manager normally compares the Fund’s actual percentage of investments in a given category with the Target Percentage Range for that category, and may adjust the Fund’s investments to more closely align the actual percentage to the Target Percentage Range in cases where the variance outside the Target Percentage Range is greater than one percentage point. Also, from time to time, the Fund may use leverage to increase its investment in large capitalization growth stocks to the extent permitted under the 1940 Act. As the Fund’s actual percentage of investments in a given category increase, the risks associated with such investments, as described below, will tend to increase accordingly and may significantly affect the Fund’s performance. See “Investment Objectives, Principal Investment Strategies, Related Risks, and Disclosure of Portfolio Holdings” below for more information. Gold and silver investments typically include bullion, bullion type coins, and shares of exchange traded funds that invest therein (“ETFs”). From time to time, mining company shares may be used to achieve target allocations in gold and silver if deemed attractive for tax planning or other purposes. Swiss franc assets normally consist of deposits of Swiss francs at Swiss or non-Swiss banks and the bonds and other securities of the federal government of Switzerland. Hard asset securities (e.g., common and preferred stocks, bonds, convertible securities, etc.) typically include those of U.S. and foreign companies dealing primarily in real estate (such as timberland, ranching and farm land, raw land, and land with improvements and structures) and natural resources (such as oil, gas, coal, precious and non-precious metals, and minerals). Large capitalization growth stocks normally include U.S. and foreign companies with market capitalizations over $50 billion which the investment manager believes may experience growth in revenues, earnings, or other similar measures and may include options, warrants, and similar derivatives on such stocks. The Fund may trade securities actively in pursuit of its investment objective. The Fund also may lend its portfolio securities to brokers, dealers, and other financial institutions. Principal Risks of Investing in the Fund An investment in the Fund is not a bank deposit. It is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. It is not a complete investment program and you could lose money by investing in the Fund. Investments in Gold and Silver. Investments in gold and silver are considered speculative. The Fund’s investments can be significantly affected by developments in the precious metals industries and are linked to the prices of gold and silver. These prices can be influenced by a variety of global economic, financial, and political factors and may fluctuate substantially over short periods of time and be more volatile than other types of investments. Economic, political, or other conditions affecting one or more of the major sources of gold and silver could have a substantial effect on supply and demand in countries throughout the world. Additionally, the majority of such producers are domiciled in a limited number of countries. Moreover, under the federal tax law, the Fund may not earn more than 10% of its annual gross income from gains resulting from selling gold and silver and certain other non-securities related sources. Accordingly, the Fund may be required to hold gold and silver or to sell them at a loss, or to sell securities at a gain, when for investment reasons it would not otherwise do so. Natural Resource Companies. The profitability of natural resource companies can be significantly affected by the supply of and demand for the produced commodities and related services, exploration and production spending and success, government regulations and taxes, international political developments, and economic conditions. The operations and financial performance of natural resources companies may be directly affected by the prices of the produced commodities, especially those natural resources companies whose reserves of the commodities are significant assets. The value of securities issued by natural resources companies may also be affected by changes in overall market movements, changes in interest rates, inflation rates, or investor expectations concerning such rates, or factors affecting a particular industry or commodity, such as weather, embargoes, tariffs, policies of commodity cartels, and international economic, political, and regulatory developments. In addition, companies in the natural resources sector may be subject to the risks generally associated with extraction of natural resources, such as the risks of mining and oil drilling, and the risks of the hazards associated with natural resources, such as natural or man-made disasters, fire, drought, liability for environmental damage claims, and increased regulatory and environmental costs. It is possible that the performance of securities of natural resources companies may lag the performance of other industries or the broader market as a whole. The prices of natural resources company stocks may exhibit greater price volatility than other types of stocks. Depletion and Exploration Risk. To maintain or increase their revenue level, natural resource companies or their customers need to maintain or expand their reserves and production through exploration, development, acquisitions, or other methods. The financial performance of natural resources companies may be adversely affected if they, or the companies to whom they provide products or services, are unable to cost-effectively expand reserves or production sufficiently to replace current depletion. Gold and Silver Mining Company Risk. The profitability of companies involved in gold and silver mining and related activities is significantly affected by changes in the market price of gold and silver. Gold and silver mining companies also face risks related to their operations that may affect overall profitability. These risks include the uncertainty and cost of mineral exploration and acquisitions and the uncertainties and unexpected problems and delays in developing mines. In addition, the business of gold and silver mining is subject to numerous risks that could adversely impact such companies. These risks include environmental hazards, industrial accidents, underground fires, labor disputes, unexpected geological formations, availability of appropriately skilled persons, unanticipated ground and water conditions, fall of ground accidents, legal and regulatory restrictions, and seismic activity.

4

Market. The market risks associated with investing in the Fund are those related to fluctuations in the value of the investments in the Fund’s portfolio. A risk of investing in stocks, bonds, gold and silver, and other investments is that their value will go up and down, sometimes rapidly and unpredictably, reflecting overall economic conditions and other factors and you could lose money. Certain unanticipated events, such as natural disasters, terrorism, war, and other geopolitical events, can have a dramatic adverse effect on the investments held by the Fund. Non-Diversification. The Fund is non-diversified, which means that it is not limited by the 1940 Act in the proportion of its assets that may be invested in the obligations of a single issuer. As a result, the Fund may hold a smaller number of issuers than if it were diversified. Investing in a non-diversified fund could involve more risk than investing in a fund that holds a broader range of securities because changes in the financial condition of a single issuer could cause greater fluctuation in a non-diversified fund’s total returns. Investment Companies and ETFs. Subject to the limitations set forth in the 1940 Act, or as otherwise permitted by the SEC, the Fund may acquire shares in other investment companies and in ETFs. The ETFs in which the Fund may invest will generally have investment exposure to gold and silver which may subject them to greater volatility than investments in traditional securities. The market value of the shares of other investment companies and ETFs may differ from their net asset value (“NAV”). As an investor in investment companies and ETFs, the Fund would bear its ratable share of that entity’s expenses, including its investment management and administration fees, while continuing to pay its own investment management and administration fees and other expenses. As a result, shareholders will be absorbing duplicate levels of fees with respect to investments in other investment companies and ETFs. Foreign Investments. Investments in the securities of foreign issuers involve certain considerations and risks not ordinarily associated with investments in securities of domestic issuers. Foreign companies are not generally subject to the same accounting, auditing, and financial standards and requirements as those applicable to U.S. companies. There may be less publicly available information about a foreign company than a U.S. company. Investments in foreign securities could expose the Fund to the direct or indirect consequences of political, social, or economic changes in the countries where those securities are issued or in which the issuers are located. With respect to certain countries, there are risks of expropriation, confiscatory taxation, political or social instability, or diplomatic developments that could affect assets of the Fund held in custody in those foreign countries. If the value of any foreign currency in which the Fund’s investments are denominated declines relative to the U.S. dollar, the value of the Fund’s investments is expected to decline proportionately. In addition, a portfolio that includes foreign securities can expect to have a higher expense ratio because of the increased transaction costs on non-U.S. securities markets and the increased costs of maintaining the custody of foreign securities. In addition, investing in emerging (less developed) markets may involve higher levels of each of these risks. Leverage. The Fund may use leverage to the extent permitted under the 1940 Act. Leveraging (buying securities using borrowed money) exaggerates the effect on NAV of any increase or decrease in the market value of the Fund’s investments. Money the Fund borrows for leveraging is limited to 33 1/3% of the value of its total assets. These borrowings would be subject to interest costs that may or may not be offset by income or capital gain from the securities purchased. There can be no assurance that the Fund’s use of leverage will be successful. Security Selection. The securities selected for the Fund’s portfolio may decline in value. The investment manager could be wrong in its analysis of industries, companies, economic trends, the relative attractiveness of different securities, or other matters. As a result, the Fund may underperform the markets, its benchmark index or other funds with the same objective or in the same asset class. Securities Lending. Any decline in the value of a portfolio security that occurs while the security is out on loan is borne by the Fund, and may adversely affect performance. Also, there may be delays in recovery of securities loaned or even a loss of rights in the collateral should the borrower of the securities fail financially while holding the security. In addition, the Fund bears the risk of a decline in the value of the collateral held by the Fund in connection with a securities loan. In-Kind Redemptions. The Fund may require redeeming shareholders to accept readily tradable gold, silver, bullion or coins, ETF shares or other Fund holdings in complete or partial payment of redemptions. Fixed Income Securities. The Fund may invest in Swiss franc assets and fixed income securities that are affected by changes in interest rates. When interest rates rise, the prices of fixed income securities typically fall in proportion to their maturities. Conversely, when interest rates fall, the value of fixed income securities generally rises. As of the date of this prospectus, interest rates in the United States are at or near historic lows, which may increase the Fund’s exposure to risks associated with rising interest rates. Fixed income securities are also subject to credit risk, i.e., the risk that an issuer of securities will be unable or unwilling to pay principal and interest when due or that the value of the security will suffer because investors believe the issuer is less able to pay. Many fixed income securities, especially those issued at high interest rates, provide that the issuer may repay them early. If issuers exercise this right, holders of these types of callable securities may not benefit fully from the increase in value that other fixed income securities experience when rates decline. Although the Fund may invest in fixed income securities of any credit quality or maturity, it has no current intention of investing more than 5% of its total assets in fixed income securities rated below investment grade (i.e., “junk bonds”).

5

Swiss Franc Assets. The Swiss franc is subject to the risk that inflation will decrease in the United States or rise in Switzerland. Swiss government bonds are subject to some risk of default, and their credit quality is not rated by some U.S. rating agencies. The Fund may also be significantly affected by other economic, monetary or political developments in Switzerland. Real Estate Investment Trusts and Other Real Estate Companies. Real estate investment trusts (“REITs”) and other real estate company securities are subject to, among other risks: declines in property values; defaults by mortgagors or other borrowers and tenants; increases in property taxes and other operating expenses; overbuilding; fluctuations in rental income; changes in interest rates; lack of availability of mortgage funds or financing; extended vacancies of properties; changes in tax and regulatory requirements; losses due to environmental liabilities; casualty or condemnation losses; or government actions, such as tax increases, zoning law changes, or regulatory limitations on rents or environmental regulations. REITs also are dependent upon management skills and are subject to heavy cash flow dependency, self-liquidation, and the possibility of failing to qualify for “pass-through” of net income and gains under the federal tax law. Pricing. Many factors may influence the price at which the Fund could sell any particular portfolio investment. The sales price may well differ—higher or lower—from the Fund’s last valuation, and such differences could be significant, particularly for illiquid securities and securities that trade in relatively thin markets and/or markets that experience extreme volatility. If market conditions make it difficult to value some investments, the Fund may value these investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could be different than the value realized upon such investment’s sale. As a result, you could pay more than the market value when buying Fund shares or receive less than the market value when selling Fund shares. Active Trading. The Fund may trade securities actively. This strategy could increase transaction costs, reduce performance, and result in increased taxable distributions, which could lower the Fund’s after tax performance. Past Performance The following bar chart provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year. The following table compares the Fund’s average annual returns for the 1, 5, and 10 year periods with appropriate broad based securities market indices. The Lipper Mixed Asset Target Allocation Moderate Index (“LMTAMI”) is an equally weighted average of the managed mixed-asset target allocation moderate funds tracked by Lipper which reflects certain of the market sectors in which the Fund may invest. Past performance (before and after taxes) is not predictive of future performance. Prior to December 29, 2008, the Fund (formerly known as Midas Dollar Reserves, Inc.) operated as a money market fund and invested exclusively in securities issued by the U.S. Government, its agencies and instrumentalities. On December 29, 2008, the Fund changed its name from Midas Dollar Reserves, Inc. to Midas Perpetual Portfolio, Inc. and began operating as a fluctuating net asset value fund with the investment objective, strategies, and risks above.

MIDAS PERPETUAL PORTFOLIO – Year-by-year total return as of 12/31 each year (%)

1.61 3.88 4.00 1.22

17.0313.04

4.92

-8.17

0.96

-5.932005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Best Quarter: 7/1/09 – 9/30/09

7.69%

Worst Quarter: 4/1/13 – 6/30/13

(11.20)%

6

AVERAGE ANNUAL TOTAL RETURNS For the periods ended December 31, 2014

1 Year 5 Years 10 YearsReturn Before Taxes (5.93)% 0.68% 3.01%Return After Taxes on Distributions (6.30)% (0.07)% 2.22%Return After Taxes on Distributions and Sale of Fund Shares (3.05)% 0.67% 2.29%S&P 500 Index (reflects no deduction for fees, expenses, or taxes) 13.69% 15.45% 7.67%LMTAMI 6.22% 8.80% 5.53% The Fund’s returns shown above include the effect of reinvesting dividends and capital gain distributions. After tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Because actual after tax returns depend on a shareholder’s tax situation, returns may vary from those shown. After tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. In some instances, the Return After Taxes on Distribution and Sale of Fund Shares may be higher than other return figures when a shareholder realizes a loss on the sale of Fund shares which provides the shareholder with an assumed tax benefit.

MANAGEMENT Investment Manager Midas Management Corporation. Portfolio Manager The Fund has been managed by the Investment Policy Committee (“IPC”) of the investment manager since December 29, 2008. The members of the IPC are: Thomas B. Winmill, Chairman; John F. Ramírez, Director of Fixed Income; Heidi Keating, Vice President-Trading; and Mark C. Winmill, Chief Investment Strategist (since 2012). For important information about the purchase and sale of Fund shares, tax information, and financial intermediary compensation, please turn to “Important Additional Information” on page 16 of the prospectus.

7

MIDAS FUND


The Fund seeks primarily capital appreciation and protection against inflation and, secondarily, current income.







One Year Three Years Five Years Ten Years$307 $939 $1,596 $3,355

Portfolio Turnover The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 31% of the average value of its portfolio.


Principal Investment Strategies of the Fund In pursuit of its investment objectives, the Fund invests at least 65% of its total assets in (i) securities (e.g., common and preferred stocks, bonds, convertible securities, etc.) of companies primarily involved, directly or indirectly, in the business of mining, processing, fabricating, distributing or otherwise dealing in gold, silver, platinum, other precious metals, or other natural resources (“Natural Resources Companies”) and (ii) gold, silver, and platinum bullion and coins. Up to 35% of the Fund’s total assets may be invested in securities of companies that derive a portion of their gross revenues, directly or indirectly, from the business of mining, processing, fabricating, distributing, or otherwise dealing in gold, silver, platinum, or other natural resources, in securities of selected growth companies, and fixed income securities of any issuer, including U.S. Government Securities, of any credit quality or maturity, although the Fund has no current intention of investing more than 5% of its total assets in fixed income securities rated less than investment grade. The Fund may invest in domestic and foreign companies of any size. The investment manager seeks companies that it believes have attractive fundamentals and often looks at company characteristics such as people, projects, and pricing. A security is typically sold when its potential to meet the Fund’s investment objective is limited or exceeded by another potential investment opportunity, when an investment in an issuer no longer appears to meet the Fund’s investment objectives, or when the Fund must meet redemptions. In seeking to enhance returns, the Fund may use futures, options, and short sales, and may use leverage to the extent permitted under the 1940 Act. The Fund concentrates its

8

investments by investing at least 25% of its total assets in Natural Resources Companies. The Fund may trade securities actively in pursuit of its investment objectives. The Fund also may lend its portfolio securities to brokers, dealers, and other financial institutions. Principal Risks of Investing in the Fund An investment in the Fund is not a bank deposit. It is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. It is not a complete investment program and you could lose money investing in the Fund. Investments in Gold, Silver, Platinum, and Other Precious Metals. Investment in gold, silver, platinum, and other precious metals are considered speculative. The Fund’s investments can be significantly affected by developments in the precious metals industry and are linked to the prices of gold, silver, platinum, and other precious metals. These prices can be influenced by a variety of global economic, financial, and political factors and may fluctuate substantially over short periods of time and be more volatile than other types of investments. Economic, political, or other conditions affecting one or more of the major sources of gold, silver, platinum, or other precious metals could have a substantial effect on supply and demand in countries throughout the world. Additionally, the majority of such producers are domiciled in a limited number of countries. Moreover, under the federal tax law, the Fund may not earn more than 10% of its annual gross income from gains resulting from selling precious metals and certain other non-securities related sources. Accordingly, the Fund may be required to hold precious metals or to sell them at a loss, or to sell securities at a gain, when for investment reasons it would not otherwise do so. Natural Resource Companies. The profitability of natural resource companies can be significantly affected by the supply of and demand for the produced commodities and related services, exploration and production spending and success, government regulations and taxes, international political developments, and economic conditions. The operations and financial performance of natural resources companies may be directly affected by the prices of the produced commodities, especially those natural resources companies whose reserves of the commodities are significant assets. The value of securities issued by natural resources companies may also be affected by changes in overall market movements, changes in interest rates, inflation rates, or investor expectations concerning such rates, or factors affecting a particular industry or commodity, such as weather, embargoes, tariffs, policies of commodity cartels, and international economic, political, and regulatory developments. In addition, companies in the natural resources sector may be subject to the risks generally associated with extraction of natural resources, such as the risks of mining and oil drilling, and the risks of the hazards associated with natural resources, such as natural or man-made disasters, fire, drought, liability for environmental damage claims, and increased regulatory and environmental costs. It is possible that the performance of securities of natural resources companies may lag the performance of other industries or the broader market as a whole. The prices of natural resources company stocks may exhibit greater price volatility than other types of stocks. Depletion and Exploration Risk. To maintain or increase their revenue level, natural resource companies or their customers need to maintain or expand their reserves and production through exploration, development, acquisitions, or other methods. The financial performance of natural resources companies may be adversely affected if they, or the companies to whom they provide products or services, are unable to cost-effectively expand reserves or production sufficiently to replace current depletion. Precious Metals Mining Company Risk. The profitability of companies involved in precious metals mining and related activities is significantly affected by changes in the market prices of precious metals. Precious metals mining companies also face risks related to their operations that may affect overall profitability. These risks include the uncertainty and cost of mineral exploration and acquisitions and the uncertainties and unexpected problems and delays in developing mines. In addition, the business of precious metals mining is subject to numerous risks that could adversely impact such companies. These risks include environmental hazards, industrial accidents, underground fires, labor disputes, unexpected geological formations, availability of appropriately skilled persons, unanticipated ground and water conditions, fall of ground accidents, legal and regulatory restrictions, and seismic activity. Market. The market risks associated with investing in the Fund are those related to fluctuations in the value of the investments in the Fund’s portfolio. A risk of investing in stocks, precious metals, and other investments is that their value will go up and down, sometimes rapidly and unpredictably, reflecting overall economic conditions and other factors and you could lose money. The Fund may invest in emerging companies, such as start ups and spin offs, and special situations, which include companies undergoing unusual or possibly one time developments such as reorganizations or liquidations. These investments may involve above average market price volatility and greater risk of loss. Certain unanticipated events, such as natural disasters, terrorism, war, and other geopolitical events, can have a dramatic adverse effect on the investments held by the Fund. Concentration. The Fund is subject to industry concentration risk, which is the risk that the Fund’s performance can be significantly affected by economic, market, political or regulatory occurrences affecting the precious metals and natural resources industries. Foreign Investments. Investments in the securities of foreign issuers involve certain considerations and risks not ordinarily associated with investments in securities of domestic issuers. Foreign companies are not generally subject to the same accounting, auditing, and financial standards and requirements as those applicable to U.S. companies. There may be less publicly available information about a foreign company than a U.S. company. Investments in foreign securities could expose the Fund to the direct or indirect consequences of political,

9

social, or economic changes in the countries where those securities are issued or in which the issuers are located. With respect to certain countries, there are risks of expropriation, confiscatory taxation, political or social instability, or diplomatic developments that could affect assets of the Fund held in custody in those foreign countries. If the value of any foreign currency in which the Fund’s investments are denominated declines relative to the U.S. dollar, the value of the Fund’s investments is expected to decline proportionately. In addition, a portfolio that includes foreign securities can expect to have a higher expense ratio because of the increased transaction costs on non-U.S. securities markets and the increased costs of maintaining the custody of foreign securities. In addition, investing in emerging (less developed) markets may involve higher levels of each of these risks. Pricing. Many factors may influence the price at which the Fund could sell any particular portfolio investment. The sales price may well differ—higher or lower—from the Fund’s last valuation, and such differences could be significant, particularly for illiquid securities and securities that trade in relatively thin markets and/or markets that experience extreme volatility. If market conditions make it difficult to value some investments, the Fund may value these investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could be different than the value realized upon such investment’s sale. As a result, you could pay more than the market value when buying Fund shares or receive less than the market value when selling Fund shares. Non-Diversification. The Fund is non-diversified, which means that it is not limited by the 1940 Act in the proportion of its assets that may be invested in the obligations of a single issuer. As a result, the Fund may hold a smaller number of issuers than if it were diversified. Investing in a non-diversified fund could involve more risk than investing in a fund that holds a broader range of securities because changes in the financial condition of a single issuer could cause greater fluctuation in the fund’s total returns. Small Capitalization. The Fund may invest in companies that are small or thinly capitalized and may have a limited operating history. Investments in small-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than stocks of larger companies to adverse business or economic developments. The securities of small companies generally are less liquid and have narrower product lines, more limited financial resources, and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies. During broad market downturns, the Fund’s NAV may fall further than those of funds investing in larger companies. Full development of small capitalization companies takes time, and for this reason, among others, the Fund should be considered a long term investment and not a vehicle for seeking short term profit. Medium and Large Capitalization. Compared to smaller companies, medium and large-cap companies may be less responsive to changes and opportunities. At times, the stocks of larger companies may lag other types of stocks in performance. Compared to larger companies, medium companies may have a shorter history of operations, and may have limited product lines, markets or financial resources. Leverage. The Fund may use leverage to the extent permitted under the 1940 Act. Leveraging (buying securities using borrowed money) exaggerates the effect on NAV of any increase or decrease in the market value of the Fund’s investments. Money the Fund borrows for leveraging is limited to 33 1/3% of the value of its total assets. These borrowings would be subject to interest costs that may or may not be offset by income or capital gain from the securities purchased. There can be no assurance that the Fund’s use of leverage will be successful. Short Selling, Options, and Futures Transactions. The Fund may engage in short selling, options, and futures transactions to increase returns. There is a risk that these transactions may reduce returns or increase volatility. The Fund may incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased, plus any premiums or interest paid to the third party. Because the Fund’s potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited. In addition, derivatives, such as options and futures, can be illiquid and highly sensitive to changes in their underlying security, interest rate or index, and as a result can be highly volatile. Derivatives also may be subject to certain other risks such as leverage risk, liquidity risk, interest rate risk, market risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, management risk and the risk of mispricing or improper valuation. A small investment in certain derivatives could have a potentially large impact on the Fund’s performance. Security Selection. The securities selected for the Fund’s portfolio may decline in value. The investment manager could be wrong in its analysis of industries, companies, economic trends, the relative attractiveness of different securities, or other matters. As a result, the Fund may underperform the markets, its benchmark index or other funds with the same objective or in the same asset class. Securities Lending. Any decline in the value of a portfolio security that occurs while the security is out on loan is borne by the Fund, and may adversely affect performance. Also, there may be delays in recovery of securities loaned or even a loss of rights in the collateral should the borrower of the securities fail financially while holding the security. In addition, the Fund bears the risk of a decline in the value of the collateral held by the Fund in connection with a securities loan.

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Fixed Income Securities. The Fund may invest in fixed income securities that are affected by changes in interest rates. When interest rates rise, the prices of fixed income securities typically fall in proportion to their maturities. Conversely, when interest rates fall, the value of fixed income securities generally rises. As of the date of this prospectus, interest rates in the United States are at or near historic lows, which may increase the Fund’s exposure to risks associated with rising interest rates. Fixed income securities are also subject to credit risk, i.e., the risk that an issuer of securities will be unable or unwilling to pay principal and interest when due or that the value of the security will suffer because investors believe the issuer is less able to pay. Many fixed income securities, especially those issued at high interest rates, provide that the issuer may repay them early. If issuers exercise this right, holders of these types of callable securities may not benefit fully from the increase in value that other fixed income securities experience when rates decline. Although the Fund may invest in fixed income securities of any credit quality or maturity, it has no current intention of investing more than 5% of its total assets in fixed income securities rated below investment grade (i.e., “junk bonds”). In-Kind Redemptions. The Fund may require redeeming shareholders to accept readily tradable gold, silver, platinum, or other precious metals bullion, coins, ETF shares, or other Fund holdings in complete or partial payment of redemptions. Active Trading. The Fund may trade securities actively. This strategy could increase transaction costs, reduce performance, and result in increased taxable distributions, which could lower the Fund’s after tax performance. Past Performance The following bar chart provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year. The following table compares the Fund’s average annual returns for the 1, 5, and 10 year periods with appropriate broad based securities market indices. The Morningstar Specialty Fund-Precious Metals Average (“PMA”) is an equally weighted average of the managed precious metals funds tracked by Morningstar which reflects the market sectors in which the Fund may invest. Past performance (before and after taxes) is not predictive of future performance.

MIDAS FUND – Year-by-year total return as of 12/31 each year (%)

39.72 44.0231.70

-60.89

83.88

47.91

-27.45-46.72

-28.26-35.97

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Best Quarter: 7/1/12 – 9/30/12

28.94%

Worst Quarter: 7/1/08 – 9/30/08

(41.51)%

AVERAGE ANNUAL TOTAL RETURNS

For the periods ended December 31, 2014 1 Year 5 Years 10 YearsReturn Before Taxes (28.26)% (23.46)% (6.68)%Return After Taxes on Distributions (28.26)% (23.53)% (6.82)%Return After Taxes on Distributions and Sale of Fund Shares (16.00)% (15.16)% (4.43)%S&P 500 Index (reflects no deduction for fees, expenses, or taxes) 13.69% 15.45% 7.67%PMA (reflects no deduction for fees, expenses, or taxes) (10.03)% (14.03)% 0.64% The Fund’s returns shown above include the effect of reinvesting dividends and capital gain distributions. After tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In certain cases, the figure representing “Return After Taxes on Distributions and Sale of Fund Shares” may be higher than the other return figures for the same period. A higher after tax return can occur when a capital loss occurs upon redemption and translates into an assumed tax deduction that benefits the shareholder. Because actual after tax returns depend on a shareholder’s tax situation, returns may vary from those shown. After tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. In some instances, the Return After Taxes on Distribution and Sale of Fund Shares may be higher than other return figures when a shareholder realizes a loss on the sale of Fund shares which provides the shareholder with an assumed tax benefit.

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MANAGEMENT Investment Manager Midas Management Corporation Portfolio Manager Thomas B. Winmill, President and Trustee, has managed the Fund since 2002. For important information about the purchase and sale of Fund shares, tax information, and financial intermediary compensation, please turn to “Important Additional Information” on page 16 of the prospectus.

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MIDAS MAGIC


The Fund seeks capital appreciation.







One Year Three Years Five Years Ten Years$362 $1,100 $1,859 $3,854

Portfolio Turnover The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was 30% of the average value of its portfolio.


Principal Investment Strategies of the Fund In pursuit of its investment objective, the Fund may invest in any security type (e.g., common and preferred stocks, bonds, convertible securities, etc.) and in any industry sector, in domestic or foreign companies, and in companies of any size. Generally, the investment manager seeks what it believes to be quality companies with unique combinations of strength in operations, products, and finances with either growth or value characteristics. A security is typically sold when its potential to meet the Fund’s investment objective is limited or exceeded by another potential investment, when an investment in an issuer no longer appears to meet the Fund’s investment objective, or when the Fund must meet redemptions. In seeking to enhance returns, the Fund may use futures, options, and short sales and may use leverage to the extent permitted under the 1940 Act. To achieve the Fund’s objective, the investment manager may use a seasonal investing strategy to invest the Fund’s assets to gain exposure to the securities markets during periods anticipated to be favorable based on patterns of investor behavior as driven by and related to accounting periods, taxable events, and other calendar related phenomena. The investment manager’s analysis also takes into consideration those periods during the year in which it anticipates that investors are more likely to invest additional money into the securities markets. These periods can be related to accounting periods and may be further refined by considerations of tax cycles, holidays, and other factors. The Fund may invest in fixed income securities of any issuer, including U.S. Government Securities, of any credit quality or maturity, although it has no current intention of investing more than 5% of its total assets in fixed income securities rated less than investment grade. The Fund may trade securities actively in pursuit of its investment objective. The Fund also may lend its portfolio securities to brokers, dealers, and other financial institutions.

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Principal Risks of Investing in the Fund An investment in the Fund is not a bank deposit. It is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. It is not a complete investment program and you could lose money by investing in the Fund. Market. The market risks associated with investing in the Fund are those related to fluctuations in the value of the investments in the Fund’s portfolio. A risk of investing in stocks is that their value will go up and down, sometimes rapidly and unpredictably, reflecting overall economic conditions and other factors and you could lose money. The Fund may invest in emerging companies, such as start ups and spin offs, and special situations, which include companies undergoing unusual or possibly one time developments such as reorganizations or liquidations. These investments may involve above average market price volatility and greater risk of loss. Certain unanticipated events, such as natural disasters, terrorism, war, and other geopolitical events, can have a dramatic adverse effect on the investments held by the Fund. Non-Diversification. The Fund is non-diversified, which means that it is not limited by the 1940 Act in the proportion of its assets that may be invested in the obligations of a single issuer. As a result, the Fund may hold a smaller number of issuers than if it were diversified. Investing in a non-diversified fund could involve more risk than investing in a fund that holds a broader range of securities because changes in the financial condition of a single issuer could cause greater fluctuation in the fund’s total returns. As of December 31, 2014, the Fund held approximately 20% and 17% of its net assets in Berkshire Hathaway, Inc. and MasterCard, Inc., respectively, primarily as a result of market appreciation since the time of purchase. Thus, the volatility of the Fund’s net asset value, and its performance in general, depends disproportionately more on the performance of a single issuer than that of a more diversified fund. Leverage. The Fund may use leverage to the extent permitted under the 1940 Act. Leveraging (buying securities using borrowed money) exaggerates the effect on NAV of any increase or decrease in the market value of a Fund’s investments. Money the Fund borrows for leveraging is limited to 33 1/3% of the value of its total assets. These borrowings would be subject to interest costs that may or may not be offset by income or capital gain from the securities purchased. There can be no assurance that the Fund’s use of leverage will be successful. Foreign Investments. Investments in the securities of foreign issuers involve certain considerations and risks not ordinarily associated with investments in securities of domestic issuers. Foreign companies are not generally subject to the same accounting, auditing, and financial standards and requirements as those applicable to U.S. companies. There may be less publicly available information about a foreign company than a U.S. company. Investments in foreign securities could expose the Fund to the direct or indirect consequences of political, social, or economic changes in the countries where those securities are issued or in which the issuers are located. With respect to certain countries, there are risks of expropriation, confiscatory taxation, political or social instability, or diplomatic developments that could affect assets of the Fund held in custody in those foreign countries. If the value of any foreign currency in which the Fund’s investments are denominated declines relative to the U.S. dollar, the value of the Fund’s investments is expected to decline proportionately. In addition, a portfolio that includes foreign securities can expect to have a higher expense ratio because of the increased transaction costs on non-U.S. securities markets and the increased costs of maintaining the custody of foreign securities. In addition, investing in emerging (less developed) markets may involve higher levels of each of these risks. Short Selling, Options, and Futures Transactions. The Fund may engage in short selling, options, and futures transactions to increase returns. There is a risk that these transactions may reduce returns or increase volatility. The Fund may incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased, plus any premiums or interest paid to the third party. Because the Fund’s potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited. In addition, derivatives, such as options and futures, can be illiquid and highly sensitive to changes in their underlying security, interest rate or index, and as a result can be highly volatile. Derivatives also may be subject to certain other risks such as leverage risk, liquidity risk, interest rate risk, market risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, management risk and the risk of mispricing or improper valuation. A small investment in certain derivatives could have a potentially large impact on the Fund’s performance. Medium and Large Capitalization. Compared to smaller companies, medium and large-cap companies may be less responsive to changes and opportunities. At times, the stocks of larger companies may lag other types of stocks in performance. Compared to larger companies, medium companies may have a shorter history of operations, and may have limited product lines, markets or financial resources. Fixed Income Securities. The Fund may invest in fixed income securities that are affected by changes in interest rates. When interest rates rise, the prices of fixed income securities typically fall in proportion to their maturities. Conversely, when interest rates fall, the value of fixed income securities generally rises. As of the date of this prospectus, interest rates in the United States are at or near historic lows, which may increase the Fund’s exposure to risks associated with rising interest rates. Fixed income securities are also subject to credit risk, i.e., the risk that an issuer of securities will be unable or unwilling to pay principal and interest when due or that the value of the security will suffer because investors believe the issuer is less able to pay. Many fixed income securities, especially those issued at high

14

interest rates, provide that the issuer may repay them early. If issuers exercise this right, holders of these types of callable securities may not benefit fully from the increase in value that other fixed income securities experience when rates decline. Although the Fund may invest in fixed income securities of any credit quality or maturity, it has no current intention of investing more than 5% of its total assets in fixed income securities rated below investment grade (i.e., “junk bonds”). Pricing. Many factors may influence the price at which the Fund could sell any particular portfolio investment. The sales price may well differ—higher or lower—from the Fund’s last valuation, and such differences could be significant, particularly for illiquid securities and securities that trade in relatively thin markets and/or markets that experience extreme volatility. If market conditions make it difficult to value some investments, the Fund may value these investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could be different than the value realized upon such investment’s sale. As a result, you could pay more than the market value when buying Fund shares or receive less than the market value when selling Fund shares. Security Selection. The securities selected for the Fund’s portfolio may decline in value. The investment manager could be wrong in its analysis of industries, companies, economic trends, the relative attractiveness of different securities, or other matters. As a result, the Fund may underperform the markets, its benchmark index or other funds with the same objective or in the same asset class. Securities Lending. Any decline in the value of a portfolio security that occurs while the security is out on loan is borne by the Fund, and may adversely affect performance. Also, there may be delays in recovery of securities loaned or even a loss of rights in the collateral should the borrower of the securities fail financially while holding the security. In addition, the Fund bears the risk of a decline in the value of the collateral held by the Fund in connection with a securities loan. Active Trading. The Fund may trade securities actively. This strategy could increase transaction costs, reduce performance, and result in increased taxable distributions, which could lower the Fund’s after tax performance. Past Performance The following bar chart provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year. The following table compares the Fund’s average annual returns for the 1, 5, and 10 year periods with an appropriate broad based securities market index. Past performance (before and after taxes) is not predictive of future performance.

MIDAS MAGIC – Year-by-year total return as of 12/31 each year (%)

-1.20

13.11 14.28

-45.84

34.56

17.06

37.79

1.825.678.62

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Best Quarter: 7/1/09 – 9/30/09

23.28%

Worst Quarter: 10/1/08 – 12/31/08

(32.60)%

AVERAGE ANNUAL TOTAL RETURNS For the periods ended December 31, 2014

1 Year 5 Years 10 YearsReturn Before Taxes 1.82% 13.52% 5.78%Return After Taxes on Distributions 0.14% 12.83% 5.46%Return After Taxes on Distributions and Sale of Fund Shares 2.45% 10.88% 4.65%S&P 500 Index (reflects no deduction for fees, expenses, or taxes) 13.69% 15.45% 7.67% The Fund’s returns shown above include the effect of reinvesting dividends and capital gain distributions. After tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In certain

15

cases, the figure representing “Return After Taxes on Distributions and Sale of Fund Shares” may be higher than the other return figures for the same period. A higher after tax return can occur when a capital loss occurs upon redemption and translates into an assumed tax deduction that benefits the shareholder. Because actual after tax returns depend on a shareholder’s tax situation, returns may vary from those shown. After tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. In some instances, the Return After Taxes on Distribution and Sale of Fund Shares may be higher than other return figures when a shareholder realizes a loss on the sale of Fund shares which provides the shareholder with an assumed tax benefit.

MANAGEMENT

Investment Manager Midas Management Corporation Portfolio Manager The Fund has been managed by the IPC of the investment manager since May 15, 2012. The members of the IPC are: Thomas B. Winmill, Chairman; John F. Ramírez, Director of Fixed Income; Heidi Keating, Vice President-Trading; and Mark C. Winmill, Chief Investment Strategist. For important information about the purchase and sale of Fund shares, tax information, and financial intermediary compensation, please turn to “Important Additional Information” on page 16 of the prospectus.

16

IMPORTANT ADDITIONAL INFORMATION

PURCHASE AND SALE OF FUND SHARES

Minimum Investments

Account Type Initial Subsequent Individual Retirement Accounts (“IRAs”) and Health Savings

Accounts (“HSAs”)

Initial Subsequent

Regular $1,000 $100 Traditional, Roth IRA, HSA $1,000 $100UGMA/UTMA $1,000 $100 Spousal, Rollover IRA $1,000 $100Education Savings Account $1,000 $100 SEP, SIMPLE IRA $1,000 $100Automatic Investment Program $ 100 $100 HSA $1,000 $100

Midas Automatic Investment Program. With the Midas Automatic Investment Program, you can establish a convenient and affordable long term investment program through one or more of the plans described below. Minimum investments above are waived for each plan since they are designed to facilitate an automatic monthly investment of $100 or more into your Fund account(s). Redemptions Generally, you may redeem shares of the Funds by any of the methods explained below on each day the New York Stock Exchange (“NYSE”) is open for trading (“Business Day”). By Mail. Write to Midas Funds, P.O. Box 6110, Indianapolis, IN 46206-6110. By Telephone or Internet. To expedite the redemption of Fund shares call 1-800-400-MIDAS (6432) between 8 a.m. and 6 p.m. ET on Business Days. For automated 24 hour service, call toll-free 1-800-400-MIDAS (6432) or visit www.midasfunds.com. For Electronic Funds Transfer (EFT). You may redeem as little as $250 worth of shares by requesting EFT service. EFT proceeds are ordinarily available in your bank account within two Business Days. For Federal Funds Wire. If you are redeeming $1,000 or more worth of shares, you may request that the proceeds be wired to your authorized bank. A $10 fee per wire transfer applies.

TAX INFORMATION

Each Fund’s distributions are taxable and will generally be taxed as ordinary income or long term capital gains.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase shares of a Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund’s distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Your broker-dealer or financial intermediary may also charge you fees for purchasing or selling Fund shares. Ask your broker-dealer or financial intermediary or visit their website for more information.

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INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES,

RELATED RISKS, AND DISCLOSURE OF PORTFOLIO HOLDINGS

MIDAS PERPETUAL PORTFOLIO seeks to preserve and increase the purchasing power value of its shares over the long term. The investment strategy of the Fund acknowledges a broad range of economic possibilities and seeks to incorporate investments appropriate for each of them. Investors who wish to invest all or a portion of their capital in a way that does not depend on any particular outcome for the economy should consider purchasing shares in the Fund. In pursuit of its investment objective, the Fund normally seeks to invest in the following investment categories in accordance with the following Target Percentage Ranges, subject to certain quarterly and other adjustments as described below. Pending investment, or if the Fund’s investment manager determines that market conditions warrant, the Fund may hold money market funds, money market instruments, bank deposits, investment grade, short term corporate bonds and banker’s acceptances, and similar investments without limit. The Fund may also make these investments for temporary defensive purposes. Accordingly, from time to time, the Fund’s actual percentage of its total assets invested in a given investment category may vary from its Target Percentage Range, sometimes substantially.

Investment Category Target Percentage Range

Gold 10-30% Silver 0-20% Swiss Franc Assets 10-30% Hard Asset Securities 15-35% Large Capitalization Growth Stocks 15-35%

Total 100% Also, from time to time, the Fund may use leverage to increase its investment in large capitalization growth stocks, as follows for example:

Target Percentage Range with Leverage

Investment Category As an Approximate

Percent of Net Assets As an Approximate

Percent of Total Assets Gold 10-30% 8-24%Silver 0-20% 0-16%Swiss Franc Assets 10-30% 8-24%Hard Asset Securities 15-35% 12-28%Large Capitalization Growth Stocks 40-60% 32-48%Total 125% 100%

Subsequent to each calendar quarter end the Fund’s investment manager normally compares the Fund’s actual percentage of investments in a given category with the Target Percentage Range for that category. Should the actual percentage at calendar quarter end vary outside of a category’s Target Percentage Range (due to market fluctuations or other factors) by more than one percentage point, within the subsequent quarter the investment manager may adjust the Fund’s investments as needed to more closely align the actual percentage to the Target Percentage Range (unless it is substantially re-aligned at any time during the subsequent quarter by further market fluctuations or other factors). Although it may adjust the Fund’s portfolio at other times and for other reasons, the Fund’s investment manager generally does not attempt to anticipate short term changes in the general price level of any investment category. See “The Funds’ Investment Programs – Strategic Portfolio Adjustments” in the Statement of Additional Information (“SAI”) for a discussion of those circumstances that might result in a delay in portfolio adjustments. The Fund’s investments in: gold may consist of gold bullion, bullion type coins such as American Eagle gold coins and Canadian Maple Leaf gold coins, ETFs including grantor trusts, and, if deemed attractive for tax planning or other purposes, shares of companies primarily involved in mining gold; silver may consist of silver bullion, bullion type coins, ETFs, and, if deemed attractive for tax planning or other purposes, shares of companies involved in mining silver; Swiss franc assets may consist of deposits of Swiss francs at Swiss or non-Swiss banks and the bonds and other securities of the federal government of Switzerland; hard assets securities typically include securities of U.S. and foreign companies dealing in real estate (such as timberland, ranching and farm land, raw land, and land with improvements and structures) and natural resources (such as oil, gas, coal, precious and non-precious metals, and minerals); and large capitalization growth stocks normally include U.S. and foreign companies with market capitalizations over $50 billion that the investment manager believes may experience growth in revenues, earnings, or other similar measure and may include options, warrants, and similar derivatives on such stocks. The Fund also may lend its portfolio securities to brokers, dealers, and other financial institutions.

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Although the investment strategy of the Fund acknowledges a broad range of economic possibilities and seeks to incorporate investments appropriate for each of them, the Fund may, from time to time, under adverse market conditions, take temporary defensive positions and invest some or all of its assets in cash, bank deposits, money market funds, money market securities of U.S. and foreign issuers, short term bonds, repurchase agreements, or similar investments. When the Fund takes such a temporary defensive position, it may not achieve its investment objective. Under the federal tax law, if the Fund earns more than 10% of its gross income in any taxable year from gains resulting from selling gold and silver (and certain other non-securities related sources), it could lose its status as a regulated investment company for federal tax purposes (a “RIC”) and be required to pay taxes on its entire net income and gains, if any, at corporate income tax rates (see “Distributions and Taxes” in the SAI). If the Fund generates such an excess of gains, it may pay such taxes or, to reduce such an excess of gains, hold its precious metals or sell them at a loss, or sell securities at a gain, when for investment reasons it would not otherwise do so. The following provides more detail regarding certain Principal Risks and other risks that Midas Perpetual Portfolio is subject to: Investments in Gold and Silver. The price of gold has fluctuated widely over the past several years and may be affected by global supply and demand, which is influenced by such factors as forward selling by gold producers, purchases made by gold producers to unwind gold hedge positions, central bank purchases and sales, and production and cost levels in major gold producing countries; investors’ expectations with respect to the rate of inflation; currency exchange rates; interest rates; investment and trading activities of hedge funds and commodity funds; and global or regional political, economic or financial events and situations. The price of silver has also fluctuated widely over the past several years. Factors that may affect the price of silver include changes in economic conditions, which may affect the demand for silver for industrial applications; a significant change in the attitude of speculators and investors towards silver; and any significant increase in silver price hedging activity by silver producers. Bullion and coins do not generate income, unless loaned, and their returns to the Fund are from gains or losses realized upon sale. Furthermore, the Fund may encounter storage and transaction costs in connection with their ownership of bullion and coins that may be higher than those attendant to the purchase, holding, and disposition of securities. There is no assurance that gold or silver will maintain its long term value in terms of purchasing power in the future. In the event that the price of gold or silver declines, the Fund expects the value of its investments to decline proportionately. Growth Stocks. Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. For instance, the price of a growth stock may experience a larger decline on a forecast of lower earnings, a negative fundamental development, or an adverse market development. Further, growth stocks may not pay dividends or may pay lower dividends than value stocks. This means they depend more on price changes for returns and may be more adversely affected in a down market compared to value stocks. Fixed Income Securities. The Fund may invest in Swiss franc assets and fixed income securities that are affected by changes in interest rates. Credit risk is broadly gauged by the credit ratings of the securities in which the Fund invests. Ratings are only the opinions of the agencies issuing them, however, and are not absolute guarantees as to quality. Generally, U.S. Government Securities issuers have different degrees of U.S. government backing. Some may be chartered or sponsored by Acts of Congress, but payment of principal and interest on their securities is neither insured nor guaranteed by the U.S. Treasury. The downgrade of the credit rating of a security held by the Fund may decrease its value. When a fixed income security is not rated, the Fund’s investment manager may have to assess the risk of the security itself. Securities rated below investment grade (i.e., “junk bonds”) may include a substantial risk of default. Further, any government guarantees on U.S. government securities extend only to the timely payment of interest and the repayment of principal on the securities themselves and do not extend to the market value of the securities. Many fixed income securities, especially those issued at high interest rates, provide that the issuer may repay them early. Issuers often exercise this right when interest rates are low. Accordingly, holders of callable securities may not benefit fully from the increase in value that other fixed income securities experience when rates decline. Furthermore, the Fund may reinvest the proceeds of the payoff at current yields, which may be lower than those paid by the security that was paid off. Securities Lending. The Fund may lend up to one third of its total assets to other parties. If the Fund engages in a lending transaction, the loan would be continuously secured by collateral consisting of cash, securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, bank letters of credit, or any combination thereof, at all times equal to at least the market value of the assets loaned. The Fund may engage in lending transactions through a lending agent which is authorized to act on behalf of the Fund with respect to the lending of certain securities of the Fund. There are risks to the Fund of delay in receiving additional collateral and risks of delay in recovery of, and failure to recover, the assets loaned should the borrower fail financially or otherwise violate the terms of the lending agreement. The Fund may also experience losses as a result of the diminution in value of its cash collateral investments.

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In-Kind Redemptions. To avoid liability for federal income tax, the Fund normally must, among other things, derive at least 90% of its gross income each taxable year from sources including interest, dividends, and gains on sales of securities. Gains on the Fund’s sales of gold and silver, and options and futures thereon, would not qualify as gains on sales of “securities.” Consequently, sales of gold and silver (which might be required for the Fund to adhere to its Target Percentage Ranges as described above) at a gain could result in the Fund’s loss of status as a RIC and subject the Fund to liability for federal income tax on its entire net income. To try to reduce such sales of gold and silver and this potential adverse tax result, the Fund may require redeeming shareholders to accept readily tradable gold or silver bullion, coins, ETF shares, or other Fund holdings in complete or partial payment of redemptions. For additional investment risks associated with the Fund, please read “Additional Investment Risks” below. MIDAS FUND seeks primarily capital appreciation and protection against inflation and, secondarily, current income. Under normal circumstances, the Fund will invest at least 65% of its total assets in Natural Resources Companies and gold, silver, and platinum bullion. Up to 35% of the Fund’s total assets may be invested in securities of companies that derive a portion of their gross revenues, directly or indirectly, from the business of mining, processing, fabricating, distributing, or otherwise dealing in gold, silver, platinum, or other natural resources, in securities of selected growth companies, and in fixed income securities of any issuer, including U.S. Government Securities, of any credit quality or maturity, although the Fund has no current intention of investing more than 5% of its total assets in fixed income securities rated less than investment grade. The Fund may invest in both domestic and foreign companies of any size. The investment manager seeks companies that it believes have attractive fundamentals and often looks at company characteristics such as people, projects, and pricing. Natural resources include ferrous and non-ferrous metals (such as iron, aluminum, and copper), strategic metals (such as uranium and titanium), hydrocarbons (such as coal, oil, and natural gas), chemicals, forest products, real estate, food products, and other basic commodities. In making investments for the Fund, the investment manager may consider, among other things, the ore quality of metals mined by a company, a company’s mining, processing, and fabricating costs and techniques, the quantity of a company’s unmined reserves, quality of management, and marketability of a company’s equity or debt securities. The investment manager normally will emphasize the potential for growth of the proposed investment, although it also may consider an investment’s income generating capacity as well. The Fund normally may sell an investment when the value or growth potential of the investment appears limited or exceeded by other investment opportunities, when an investment no longer appears to meet the Fund’s investment objectives, or when the Fund must meet redemptions. When seeking to achieve its secondary objective of current income, the Fund may invest in fixed income securities of issuers with investment grade ratings. The Fund may invest in certain derivatives such as options, futures, and forward currency contracts. Derivatives are financial instruments that derive their values from other securities or commodities, or that are based on indices. The Fund may engage in leverage by borrowing money for investment purposes to the extent permitted under the 1940 Act. The Fund also may lend portfolio securities to brokers, dealers, and other financial institutions and may engage in short selling. Additionally, the Fund may invest in special situations such as restricted securities, or securities of companies undergoing extraordinary or possibly one time events such as reorganizations or liquidations. The Fund may, from time to time, under adverse market conditions, take temporary defensive positions and invest some or all of its assets in cash, bank deposits, money market funds, money market securities of U.S. and foreign issuers, short term bonds, repurchase agreements, and similar investments. When the Fund takes such a temporary defensive position, it may not achieve its investment objectives. Under the federal tax law, if the Fund earns more than 10% of its gross income in any taxable year from gains resulting from selling precious metals (and certain other non-securities related sources), it could lose its status as a RIC and be required to pay taxes on its entire net income and gains, if any, at corporate income tax rates (see “Distributions and Taxes” in the SAI). If the Fund generates such an excess of gains, it may pay such taxes or, to reduce such gains, hold its precious metals or sell them at a loss, or sell securities at a gain, when for investment reasons it would not otherwise do so. The following provides more detail regarding certain Principal Risks and other risks that Midas Fund is subject to: Investments in Gold, Silver, Platinum, and Other Precious Metals. Investment in gold, silver, platinum and other precious metals are considered speculative. The Fund’s investments can be significantly affected by developments in the precious metals industries and are linked to the prices of gold, silver, platinum, and other precious metals. These prices can be influenced by a variety of global economic, financial, and political factors and may fluctuate substantially over short periods of time and be more volatile than other types of investments. Economic, political, or other conditions affecting one or more of the major sources of gold, silver, platinum, and other precious metals could have a substantial effect on supply and demand in countries throughout the world. Additionally, the majority of such producers are domiciled in a limited number of countries. The price of gold has fluctuated widely in the past and may be affected by global supply and demand, which is influenced by such factors as forward selling by gold producers, purchases made by gold producers to unwind gold hedge positions, central bank purchases and sales,

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and production and cost levels in major gold producing countries; investors’ expectations with respect to the rate of inflation; currency exchange rates; interest rates; investment and trading activities of hedge funds and commodity funds; and global or regional political, economic or financial events and situations. The price of silver has also fluctuated widely in the past. Factors that may affect the price of silver include changes in economic conditions, which may affect the demand for silver for industrial applications; a significant change in the attitude of speculators and investors towards silver; and any significant increase in silver price hedging activity by silver producers. Bullion and coins do not generate income, unless loaned, and their returns to the Fund are from gains or losses realized upon sale. Furthermore, the Fund may encounter storage and transaction costs in connection with their ownership of bullion and coins that may be higher than those attendant to the purchase, holding, and disposition of securities. There is no assurance that gold, silver, platinum, or other precious metals will maintain their long term value in terms of purchasing power in the future. If the prices of gold, silver, platinum, or other precious metals decline, the Fund expects the value of its investments to decline proportionately. Natural Resource Companies. The oil, gas, coal, metals, and minerals industries can be significantly affected by events relating to international political developments, the success of exploration projects, commodity prices, and tax and government regulations. Sustained declines in demand for the indicated commodities could adversely affect the financial performance of natural resources companies over the long term. The value of securities issued by natural resources companies may also be affected by changes in overall market movements, changes in interest rates, inflation rates, or investor expectations concerning such rates, or factors affecting a particular industry or commodity, such as weather, embargoes, tariffs, policies of commodity cartels and international economic, political and regulatory developments. In addition, companies in the natural resources sector may be subject to the risks generally associated with extraction of natural resources, such as the risks of mining and oil drilling, and the risks of the hazards associated with natural resources, such as natural or man-made disasters, fire, drought, liability for environmental damage claims, and increased regulatory and environmental costs. It is possible that the performance of securities of natural resources companies may lag the performance of other industries or the broader market as a whole. Short Selling, Options, and Futures Transactions. The Fund may engage in short selling up to 100% of its net assets, although it has no current intention of short selling more than 40% of its net assets, and it may engage in options and futures transactions to increase returns or for hedging purposes. There is a risk that these transactions may reduce returns or increase volatility. Futures contracts are derivative investments pursuant to a contract with a counterparty to pay a fixed price for an agreed amount of securities or other underlying assets at an agreed date. An option is a contract that gives the purchaser (holder) of the option, in return for a premium, the right to buy from (call) or sell to (put) the seller (writer) of the option the security or currency underlying the option at a specified exercise price at any time during the term of the option (normally not exceeding nine months). Options and futures can be illiquid and highly sensitive to changes in their underlying security, interest rate, or index, and as a result can be highly volatile. A small investment in certain derivatives could have a potentially large impact on the Fund’s performance. The successful use of derivatives will usually depend on the investment manager’s ability to accurately forecast movements in the market relating to the underlying reference asset, reference rate or, index or event. If the investment manager or does not predict correctly the direction of securities prices, interest rates and other economic factors, the Fund’s derivatives position could lose value. Changes in the value of the derivative may not correlate perfectly, or at all, with the underlying asset, reference rate or index, and the Fund could lose more than the principal amount invested. Derivatives also may be subject to a number of other risks such as leveraging risk, liquidity risk, interest rate risk, market risk, credit risk and also involve, the risk that a counterparty may be unable or unwilling to honor its obligations, management risk and the risk of mispricing or improper valuation. The Fund may incur a loss as a result of a short sale if the price of the borrowed security increases between the date of the short sale and the date on which the Fund terminates or closes out its short position by buying the same security, plus any premiums or interest paid to the third party. The Fund may realize a gain if the borrowed security declines in price between those dates. There can be no assurance that the Fund will be able to close out a short position at any particular time or at an acceptable price. By investing the proceeds received from selling securities short, the Fund could be deemed to be employing a form of leverage, which creates special risks. Market factors may prevent the Fund from closing out a short position at the most desirable time or at a favorable price. When the Fund is selling stocks short, it normally must maintain a segregated account of cash or high-grade securities equal to the margin requirement. As a result, the Fund may maintain high levels of cash or liquid assets (such as U.S. Treasury bills, money market accounts, repurchase agreements, certificates of deposit, high quality commercial paper and long equity positions) or may utilize borrowings or the collateral obtained from securities lending for this cash. The need to maintain cash or other liquid assets in segregated accounts could limit the Fund’s ability to pursue other opportunities as they arise.

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Possible losses from short sales differ from losses that could be incurred from purchases of securities. Losses on securities sold short are theoretically unlimited because a Fund’s loss arises from increases in the value of the security sold short. Losses on long positions, which arise from decreases in the value of the security, however, are limited by the fact that a security’s value cannot drop below zero. Fixed Income Securities. Credit risk is broadly gauged by the credit ratings of the securities in which the Fund invests. Ratings are only the opinions of the agencies issuing them, however, and are not absolute guarantees as to quality. Generally, U.S. Government Securities issuers have different degrees of U.S. government backing. Some may be chartered or sponsored by Acts of Congress, but payment of principal and interest on their securities is neither insured nor guaranteed by the U.S. Treasury. The downgrade of the credit rating of a security held by the Fund may decrease its value. When a fixed income security is not rated, the Fund’s investment manager may have to assess the risk of the security itself. Securities rated below investment grade (i.e., “junk bonds”) may include a substantial risk of default. Further, any government guarantees on U.S. government securities extend only to the timely payment of interest and the repayment of principal on the securities themselves and do not extend to the market value of the securities. Many fixed income securities, especially those issued at high interest rates, provide that the issuer may repay them early. Issuers often exercise this right when interest rates are low. Accordingly, holders of callable securities may not benefit fully from the increase in value that other fixed income securities experience when rates decline. Furthermore, the Fund may reinvest the proceeds of the payoff at current yields, which may be lower than those paid by the security that was paid off. Securities Lending and Borrowing. The Fund may lend up to one third of its total assets to other parties. If the Fund engages in a lending transaction, the loan would be continuously secured by collateral consisting of cash, securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, bank letters of credit, or any combination thereof, at all times equal to at least the market value of the assets loaned. The Fund may engage in lending transactions through a lending agent which is authorized to act on behalf of the Fund with respect to the lending of certain securities of the Fund. The Fund also may engage in securities borrowing in conjunction with short selling transactions, and may lend securities for the purpose of generating collateral to facilitate short selling transactions. There are risks to the Fund of delay in receiving additional collateral and risks of delay in recovery of, and failure to recover, the assets loaned should the borrower fail financially or otherwise violate the terms of the lending agreement. The Fund may also experience losses as a result of the diminution in value of its cash collateral investments. In-Kind Redemptions. To avoid liability for federal income tax, the Fund normally must, among other things, derive at least 90% of its gross income each taxable year from sources including interest, dividends, and gains on sales of securities. Gains on the Fund’s sales of precious metals, and options and futures thereon, would not qualify as gains on sales of “securities.” Consequently, sales of precious metals at a gain could result in the Fund’s loss of status as a RIC and subject the Fund to liability for federal income tax on its entire net income. To try to reduce such sales of precious metals and this potential adverse tax result, the Fund may require redeeming shareholders to accept readily tradable gold, silver, platinum, or other precious metals bullion, coins, ETF shares, or other Fund holdings in complete or partial payment of redemptions. For additional investment risks associated with the Fund, please read “Additional Investment Risks” below. MIDAS MAGIC invests aggressively for solely capital appreciation. The Fund normally will exercise a flexible strategy in the selection of securities and usually will not be limited by the issuer’s location, size, or market capitalization. The Fund may invest in equity and fixed income securities of new and seasoned U.S. and foreign issuers with no minimum rating, including securities convertible into common stock, debt securities, futures, options, derivatives, and other instruments. The Fund also may employ aggressive and speculative investment techniques, such as selling securities short and borrowing money for investment purposes, a practice known as “leveraging” and may invest defensively in cash, bank deposits, money market funds, money market securities of U.S. and foreign issuers, short term bonds, repurchase agreements, or similar investments. The Fund may invest in fixed income securities of any issuer, including U.S. Government Securities, of any credit quality or maturity, although the Fund has no current intention of investing more than 5% of its total assets in fixed income securities rated less than investment grade. The Fund also may lend portfolio securities to brokers, dealers, and other financial institutions. To achieve the Fund’s objective, the investment manager may use a seasonal investing strategy to invest the Fund’s assets to gain exposure to the securities markets during periods anticipated to be favorable based on patterns of investor behavior as driven by and related to accounting periods, taxable events, and other calendar related phenomena. The investment manager’s analysis also takes into consideration those periods during the year in which it anticipates that investors are more likely to invest additional money into the securities markets. These periods can be related to accounting periods and may be further refined by considerations of tax cycles, holidays, and other factors. During other periods anticipated to be less favorable, under adverse market conditions, and from time to time, the Fund may take a defensive position, sell securities short, and/or invest some or all of its assets in cash, bank deposits, money market funds, money market securities of U.S. and foreign issuers, short term bonds, repurchase agreements, or similar investments. When the Fund takes a defensive position, it may not achieve its investment objective.

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The following provides more detail regarding certain Principal Risks and other risks that Midas Magic is subject to: Short Selling, Options, and Futures Transactions. The Fund may engage in short selling up to 100% of its net assets, although it has no current intention of short selling more than 40% of its net assets, and it may engage in options and futures transactions to enhance returns or for hedging purposes. There is a risk that these transactions may reduce returns or increase volatility. Futures contracts are derivative investments pursuant to a contract with a counterparty to pay a fixed price for an agreed amount of securities or other underlying assets at an agreed date. An option is a contract that gives the purchaser (holder) of the option, in return for a premium, the right to buy from (call) or sell to (put) the seller (writer) of the option the security or currency underlying the option at a specified exercise price at any time during the term of the option (normally not exceeding nine months). Options and futures, can be illiquid and highly sensitive to changes in their underlying security, interest rate, or index, and as a result can be highly volatile. A small investment in certain derivatives could have a potentially large impact on the Fund’s performance. The Fund may incur a loss as a result of a short sale if the price of the borrowed security increases between the date of the short sale and the date on which the Fund terminates or closes out its short position by buying the same security, plus any premiums or interest paid to the third party. The Fund may realize a gain if the borrowed security declines in price between those dates. There can be no assurance that the Fund will be able to close out a short position at any particular time or at an acceptable price. By investing the proceeds received from selling securities short, the Fund could be deemed to be employing a form of leverage, which creates special risks. Market factors may prevent the Fund from closing out a short position at the most desirable time or at a favorable price. When the Fund is selling stocks short, it normally must maintain a segregated account of cash or high-grade securities equal to the margin requirement. As a result, the Fund may maintain high levels of cash or liquid assets (such as U.S. Treasury bills, money market accounts, repurchase agreements, certificates of deposit, high quality commercial paper and long equity positions) or may utilize borrowings or the collateral obtained from securities lending for this cash. The need to maintain cash or other liquid assets in segregated accounts could limit the Fund’s ability to pursue other opportunities as they arise. Possible losses from short sales differ from losses that could be incurred from purchases of securities. Losses on securities sold short are theoretically unlimited because a Fund’s loss arises from increases in the value of the security sold short. Losses on long positions, which arise from decreases in the value of the security, however, are limited by the fact that a security’s value cannot drop below zero. Fixed Income Securities. Credit risk is broadly gauged by the credit ratings of the securities in which the Fund invests. Ratings are only the opinions of the agencies issuing them, however, and are not absolute guarantees as to quality. Generally, U.S. Government Securities issuers have different degrees of U.S. government backing. Some may be chartered or sponsored by Acts of Congress, but payment of principal and interest on their securities is neither insured nor guaranteed by the U.S. Treasury. The downgrade of the credit rating of a security held by the Fund may decrease its value. When a fixed income security is not rated, the Fund’s investment manager may have to assess the risk of the security itself. Securities rated below investment grade (i.e., “junk bonds”) may include a substantial risk of default. Further, any government guarantees on U.S. government securities extend only to the timely payment of interest and the repayment of principal on the securities themselves and do not extend to the market value of the securities. Many fixed income securities, especially those issued at high interest rates, provide that the issuer may repay them early. Issuers often exercise this right when interest rates are low. Accordingly, holders of callable securities may not benefit fully from the increase in value that other fixed income securities experience when rates decline. Furthermore, the Fund may reinvest the proceeds of the payoff at current yields, which may be lower than those paid by the security that was paid off. Securities Lending and Borrowing. The Fund may lend up to one third of its total assets to other parties. If the Fund engages in a lending transaction, the loan would be continuously secured by collateral consisting of cash, securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, bank letters of credit, or any combination thereof, at all times equal to at least the market value of the assets loaned. The Fund may engage in lending transactions through a lending agent which is authorized to act on behalf of the Fund with respect to the lending of certain securities of the Fund. The Fund also may engage in securities borrowing in conjunction with short selling transactions, and may lend securities for the purpose of generating collateral to facilitate short selling transactions. There are risks to the Fund of delay in receiving additional collateral and risks of delay in recovery of, and failure to recover, the assets loaned should the borrower fail financially or otherwise violate the terms of the lending agreement. The Fund may also experience losses as a result of the diminution in value of its cash collateral investments. For additional investment risks associated with the Fund, please read “Additional Investment Risks” below. Portfolio Holdings. A description of the Funds’ policies and procedures with respect to the disclosure of a Fund’s portfolio securities is available in the Funds’ SAI found on the Funds’ website, www.midasfunds.com.

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ADDITIONAL INVESTMENT RISKS

The Funds may be subject to additional risks which are derived from investment strategies that are not principal investment strategies. An additional risk that applies to the Funds is: Illiquid Securities Risk. Each Fund may each invest up to 15% of its net assets in illiquid securities. A potential risk from investing in illiquid securities is that illiquid securities cannot be disposed of quickly in the normal course of business. Also, illiquid securities can be more difficult to value than more widely traded securities and the prices realized from their sale may be less than if such securities were more widely traded. See discussion under “Valuation” on page 25 of this prospectus.

PORTFOLIO MANAGEMENT

Midas Management Corporation is the investment manager for each Fund and has served as a mutual fund investment manager for over 20 years. It provides day-to-day advice regarding portfolio transactions for each Fund. The investment manager also furnishes or obtains on behalf of each Fund all services necessary for the proper conduct of the Fund’s business and administration. Its address is 11 Hanover Square, New York, New York 10005. Both Midas Perpetual Portfolio’s portfolio and Midas Magic’s portfolio have been managed by the IPC of the investment manager since 2012. The members of the IPC are: Thomas B. Winmill, Chairman (see biographical information below); John F. Ramírez, Director of Fixed Income; Heidi Keating, Vice President-Trading; and Mark C. Winmill, Chief Investment Strategist. Mr. Ramírez has served as Vice President and Secretary of the investment manager, distributor, and the Funds and their predecessors since 2005, Senior Associate General Counsel of the investment manager and distributor since 2012, and General Counsel and Chief Legal Officer of the Funds since 2012. Ms. Keating has served as Vice President of the investment manager, distributor, and the Funds and their predecessors since 1988. Mark C. Winmill has served as Executive Vice President of the investment manager since 2012 and a director and/or officer of Winmill & Co. Incorporated, the parent company of the investment manager and its affiliates since 2000. Midas Fund’s portfolio manager since 2002 is Thomas B. Winmill. He has been president of the investment manager since 1995 and the distributor since 1991. He also serves as President, Chief Executive Officer, and Trustee of the Funds. He has served as a member of the investment manager’s IPC since 1990. As the current Chairman of the IPC, he helps establish general investment guidelines. He is a member of the New York Section member society of the American Institute of Mining, Metallurgical, and Petroleum Engineers, Inc. Additional information regarding portfolio manager compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities of the Funds may be found in the SAI.

MANAGEMENT FEES

Each Fund pays a management fee to the investment manager at an annual rate based on each Fund’s average daily net assets. For the fiscal year ended December 31, 2014, Midas Fund, Midas Magic, and Midas Perpetual Portfolio paid the investment manager a fee of 1.00%, 0.96%, and 0.50%, respectively, of the Fund’s average daily net assets. A discussion regarding the basis of approval by the Board of Trustees of each Fund’s investment management agreement with the investment manager is available in each Fund’s semi-annual report to shareholders for the period ended June 30, 2014.

DISTRIBUTION AND SHAREHOLDER SERVICES

Midas Securities Group, Inc. is the distributor of the Funds and provides distribution and shareholder services. The Trust has adopted a plan under Rule 12b-1 on behalf of each Fund and each Fund pays the distributor a 12b-1 fee as compensation for distribution and shareholder services at an annual rate based on that Fund’s average daily net assets. These fees are paid out of the Fund’s assets on an ongoing basis. Over time, these fees may increase the cost of your investment and may cost you more than paying other types of sales charges. Midas Perpetual Portfolio and Midas Fund each pay a 12b-1 fee equal to 0.25% per annum of the Fund’s average daily net assets. Midas Magic pays a 12b-1 fee equal to 1.00% per annum of the Fund’s average daily net assets.

PURCHASING SHARES

Your price for Fund shares is the Fund’s next calculation, after the order is received by the Fund’s transfer agent or its authorized agent, of NAV per share, which is determined as of the close of regular trading in equity securities on the NYSE (currently, 4 p.m. ET unless weather, equipment failure, or other factors contribute to an earlier closing) each Business Day. The NYSE is generally closed on the

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following holidays: New Year’s Day, Dr. Martin Luther King, Jr. Day, Washington’s Birthday (Presidents’ Day), Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. The Fund’s NAV per share may be significantly affected on days when shareholders have no access to the Fund or its transfer agent. The Funds’ shares are priced only on Business Days. If you purchase shares through a broker, that broker may charge separate transaction fees on the purchase and/or sale of such shares. Certificates will not be issued and all shares will be kept by book entry in the stock transfer books of Huntington Asset Services, Inc., the Funds’ transfer agent. Opening Your Account By Check. Complete and sign the Account Application that accompanies this prospectus and mail it, along with your check, to Midas Funds, P.O. Box 6110, Indianapolis, IN 46206-6110 (see Minimum Investments on page 16). Checks must be payable to the order of Midas Funds in U.S. dollars. Cash, third party checks (except for properly endorsed IRA rollover checks), counter checks, starter checks, traveler’s checks, money orders (other than money orders issued by a bank), credit card checks, and checks drawn on non-U.S. financial institutions will not be accepted. Cashier’s checks, bank official checks, and bank money orders may be accepted in amounts greater than $10,000. In such cases, a fifteen (15) business day hold will be applied to the funds (which means that you may not redeem your shares until the holding period has expired). You will be charged an $8 fee for any check that does not clear. By Wire. Call 1-800-400-MIDAS (6432) between 8 a.m. and 6 p.m. ET on Business Days to speak with a Shareholder Service Representative. A completed Account Application, the name of the bank sending the wire, and the amount to be wired are required before the wired funds can be accepted. The completed application should be faxed to 1-317-937-3014, Attn: Midas Funds. You will then be assigned a Fund account number and receive wiring address information. Your account number and name(s) must be specified in the wire as they are to appear on the account registration. You should then enter your account number on your completed Account Application and promptly mail it to Midas Funds, P.O. Box 6110, Indianapolis, IN 46206-6110. This service is not available on days when the Federal Reserve wire system is closed. For wiring instructions and automated 24 hour service, call toll-free 1-800-400-MIDAS (6432) or visit www.midasfunds.com. Midas Automatic Investment Program Midas offers an excellent service - the Midas Bank Transfer Plan - which makes regular investing convenient. It can help you seek today your financial goals for the future. With the free Midas Bank Transfer Plan, you decide today to invest a certain amount each month in the future for as long as you like and Midas will transfer the money from your bank account for investment in your designated Midas account. Periodically, you should review your overall portfolio. For retirement investing goals, consider the tax advantaged Midas Traditional, Roth, SEP, or SIMPLE IRAs. At Midas, we also offer HSAs as well as Education Savings Accounts. Forms for all of these Midas plans may be found at www.midasfunds.com. Investing the same amount regularly, known as “dollar cost averaging,” can reduce any anxiety of investing in a rising or falling market or buying all of your shares at market highs. Although this strategy cannot assure a profit or protect against loss in a declining market, it can result in a lower average cost for your purchases. Of course, you should consider your financial ability to continue your purchases through periods of low price levels when undertaking such a strategy. Plan Description Midas Bank Transfer Plan For making automatic investments from a designated bank account. Midas Salary Investing Plan For making automatic investments through a payroll deduction. Midas Government Direct Deposit Plan For making automatic investments from your federal employment, Social Security,

or other regular federal government check. For more information, or to request the necessary authorization form, call 1-800-400-MIDAS (6432) between 8 a.m. and 6 p.m. ET on Business Days to speak with a Shareholder Services Representative. You may modify or terminate the Midas Bank Transfer Plan at any time by written notice received 10 days prior to the scheduled investment date. To modify or terminate the Midas Salary Investing Plan or Midas Government Direct Deposit Plan, you should contact your employer or the appropriate U.S. government agency. Shareholder Identification Program. You may be asked to provide additional information in order for the Funds to verify your identity in accordance with requirements under anti-money laundering regulations. A Fund will close an account within 60 Business Days of account opening at the NAV of the Fund on the day the account is closed if it cannot be reasonably certain of the customer’s identity. The Fund’s transfer agent will correspond with the shareholder to advise them, if appropriate, why their account is being closed and the efforts conducted to attempt to verify their identity.

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Adding to Your Account By Check. Complete a Midas Funds FastDeposit form which is detachable from your account statement and mail it, along with your check, drawn to the order of the Fund, to Midas Funds, P.O. Box 6110, Indianapolis, IN 46206-6110 (see Minimum Investments on page 16). If you do not use that form, include a letter indicating the account number to which the subsequent investment is to be credited, the name of the Fund, and the name of the registered owner. By Electronic Funds Transfer (EFT). The bank you designate on your Account Application or Authorization Form will be contacted to arrange for the EFT, which is done through the Automated Clearing House (“ACH”) system, to your Fund account. Requests received by 4 p.m. ET on Business Days will ordinarily be credited to your Fund account on the same Business Day. Your designated bank must be an ACH member and any subsequent changes in bank account information must be submitted in writing with a voided check and a New Technology Medallion Guaranteed Stamp (see Minimum Investments on page 16). Your account will be charged a $10 per item fee for each ACH transaction that is returned for any reason in addition to any loss incurred by the Fund as a result of reversing the transaction. To initiate an EFT transaction, call 1-800-400-MIDAS (6432) or visit www.midasfunds.com. For purchases on-line, shareholders must verify, by some method other than an electronic transmission effected by computer-to-computer over the internet or utilizing modem or similar connections, that each such purchase has been authorized and, if such purchase is to be effected by wire to or from a particular bank account, a duly authorized employee of the bank must verify the account number to or from which funds are being transferred and that the name on the account is the same as the name of the intended recipient of the proceeds. By Wire. Subsequent investments by wire may be made at any time by simply following the same wiring procedures under “Opening Your Account” (see Minimum Investments on page 16), but without having to call. Valuation. Fund investments are valued based on market value determined as of the close of regular trading in equity securities on the NYSE. This is normally 4 p.m. ET. Where market quotations are not readily available or where there is no ready market for a security (such as certain types of illiquid or thinly traded securities), securities may be valued based on fair value as determined in good faith under the direction of the Board of Trustees. Occasionally, events affecting the value of gold, platinum, and silver bullion, foreign securities, foreign currencies and currency exchange rates occur after the close of trading on the NYSE or on days when the NYSE is closed, which events may not be reflected in a computation of a Fund’s NAV on that day. Such events may be company specific, such as earnings reports, country or region specific, such as a natural disaster or terrorist activity, or global in nature. If events materially affecting the value of such securities occur during such time period, the securities may be valued at their fair value as determined in good faith under the direction of the Board of Trustees. Fair value pricing is based on subjective judgments and it is possible that fair value may differ materially from the value realized on a sale.

EXCHANGE PRIVILEGES

You may exchange at least $500 worth of shares of a Fund for shares of any other of the Midas Funds (provided the registration is exactly the same, the shares of the Fund you do not currently own may be sold by the Fund in your state of residence, and the exchange may otherwise legally be made). To exchange shares, please access www.midasfunds.com or call Midas Funds toll-free at 1-800-400-MIDAS (6432) between 8 a.m. and 6 p.m. ET on any Business Day of the Fund and provide the following information: account registration including address and number; taxpayer identification number; percentage, number, or dollar value of shares to be redeemed; name and, if different, your account number, if any, in the Fund to be purchased; and your identity and telephone number. Your price for Fund shares exchanged is the Fund’s next calculation, after the order is received by the Fund’s transfer agent or its authorized agent, of NAV per share which is determined as of the close of regular trading in equity securities on the NYSE (currently, 4 p.m. ET unless weather, equipment failure, or other factors contribute to an earlier closing) each Business Day. Shares of all Funds exchanged within 30 days of purchase will be subject to a 1% redemption fee. An exchange of shares of one Fund for shares of another Fund is considered a fully taxable transaction upon which you may realize a taxable gain or loss.

REDEEMING SHARES

Generally, you may redeem shares of the Funds by any of the methods explained below. Requests for redemption should include the following information: name(s) of the registered owner(s) of the account, account number, Fund name, amount you want to sell (number of shares or dollar amount), and address or wire information. Your price for Fund shares redeemed is the Fund’s next calculation, after the order is received by the Fund’s transfer agent or its authorized agent, of NAV per share which is determined as of the close of regular trading in equity securities on the NYSE (currently, 4 p.m. ET unless weather, equipment failure, or other factors contribute to an earlier closing) each Business Day. Shares of all Funds redeemed within 30 days of purchase will be subject to a 1% redemption fee. IRAs will be subject to a pre-age 59½ distribution/transfer fee of $10 and a plan termination fee of $20 per IRA. HSAs will be subject to a distribution/transfer fee of $10 and a plan termination fee of $20 per HSA. In some instances, a New Technology Medallion Guaranteed Stamp may be required. New Technology Medallion Guaranteed Stamps protect against unauthorized account transfers by assuring that a signature is genuine. You can obtain one from most banks or securities

26

dealers, but not from a notary public. For joint accounts, one signature must be guaranteed. Please call us to ensure that your New Technology Medallion Guaranteed Stamp will be processed correctly. The Funds may waive this requirement in their discretion. By Mail. Write to Midas Funds, P.O. Box 6110, Indianapolis, IN 46206-6110, and request the specific amount to be redeemed. The request must be signed by the registered owner(s) and additional documentation may be required. By Telephone or Internet. To expedite the redemption of Fund shares call 1-800-400-MIDAS (6432) to speak with a Shareholder Services Representative between 8 a.m. and 6 p.m. ET on Business Days. For automated 24 hour service, call toll-free 1-800-400-MIDAS (6432) or visit www.midasfunds.com. For redemptions on-line, shareholders must verify, by some method other than an electronic transmission effected by computer-to-computer over the internet or similar connections, that each such redemption has been authorized and, if such redemption is to be effected by wire to or from a particular bank account, a duly authorized employee of the bank must verify the account number to or from which funds are being transferred and that the name on the account is the same as the name of the intended recipient of the proceeds. For Electronic Funds Transfer (EFT). You may redeem as little as $250 worth of shares by requesting EFT service. EFT proceeds are ordinarily available in your bank account within two Business Days. For Federal Funds Wire. If you are redeeming $1,000 or more worth of shares, you may request that the proceeds be wired to your authorized bank. A $10 fee per wire transfer applies. Proceeds of redemption requests submitted in proper form ordinarily will be available to shareholders by Federal Funds wire the next Business Day. Redemption Payment. Payment for shares redeemed will ordinarily be made within three Business Days after receipt of the redemption request in proper form. Redemption proceeds from shares purchased by check or EFT transfer may be delayed 15 calendar days or until the Fund is reasonably assured of payment of the check representing the purchase. Redemptions to third parties are prohibited. Redemptions Through Financial Intermediaries. You are an investor subject to the redemption fee whether you are a direct shareholder of a Fund or you are investing indirectly in a Fund through a financial intermediary such as a broker-dealer, a bank, an insurance company separate account, an investment advisor, an administrator or trustee of a tax deferred savings plan such as a 401(k) retirement plan or a 529 college savings plan that maintains an omnibus account with the Fund for trading on behalf of its customers. Currently, only certain intermediaries have the ability to collect a Fund’s redemption fee from their customers’ accounts. Even in the case of these intermediaries who are collecting the redemption fee, due to policy, operational and/or systems’ requirements and limitations, these intermediaries may use criteria and methods for tracking, applying and/or calculating the fee that may differ in some respects from that of the Funds. The Funds will seek to continue to encourage all financial intermediaries to develop the capability to begin imposing the redemption fee from their customers who invest in the Funds. If you are investing in Fund shares through a financial intermediary, you should contact your financial intermediary (or, in the case of a 401(k) retirement plan, your plan sponsor) for more information on any differences in how the redemption fee is applied to your investments in the Fund. Waiver/Exceptions/Changes. Each Fund reserves the right to waive the redemption fee at its discretion to the extent permitted or required by applicable law. The redemption fee does not apply to certain comprehensive fee programs where investment instructions are given at the firm level of Fund approved broker-dealers on behalf of their clients invested in the Funds. In addition, the Fund reserves the right to modify or eliminate the redemption fee or waivers at any time. You will receive 60 days’ notice of any material changes, unless otherwise provided by law. Limitations on Collection. Currently, each Fund is limited in its ability to ensure that the redemption fee is imposed by financial intermediaries on behalf of their customers. For example, where a financial intermediary is not able to determine if the redemption fee applies and/or is not able to impose or collect the fee, or omits to collect the fee at the time of a redemption, the Fund will not receive the redemption fees. Further, if Fund shares are redeemed by a financial intermediary at the direction of its customer(s), the Fund may not know: (1) whether a redemption fee is applicable; and/or (2) the identity of the customer who should pay the redemption fee. In-Kind Redemptions. Subject to the restrictions set forth below, Midas Fund and Midas Perpetual Portfolio may require redeeming shareholders to accept readily tradable gold, silver, or other precious metals (the last in the case of Midas Fund) bullion, coins, ETF shares, or other holdings in complete or partial payment of redemptions. For a shareholder, the tax consequences of an in-kind redemption generally would be the same as those of a cash redemption. For such in-kind redemptions, the assets would be selected by the Fund and, in the case of Midas Perpetual Portfolio, generally would not reflect Target Percentage Ranges. See “Purchase and Redemption of Shares – In-Kind Redemptions” in the SAI for a discussion of the operating policies for such redemptions. In-kind redemptions are taxed in the same manner as cash redemptions for federal income tax purposes. Systematic Withdrawal Plan. If your shares have a value of at least $20,000 you may elect automatic withdrawals from your Fund account, subject to a minimum withdrawal of $100. All dividends and other distributions are reinvested in the Fund.

27

ACCOUNT AND TRANSACTION POLICIES

Telephone Privileges. The Funds may accept telephone orders from shareholders and guards against fraud by following reasonable precautions, such as requiring personal identification before carrying out shareholder requests. You are responsible for any loss caused by an order which later proves to be fraudulent if a Fund followed reasonable procedures. Assignment. You may transfer your Fund shares to another owner. For instructions, call 1-800-400-MIDAS (6432) between 8 a.m. and 6 p.m. ET on Business Days to speak with a Shareholder Services Representative. Frequent Trading. Frequent trading into and out of the Funds can disrupt portfolio investment strategies, harm performance, and increase expenses for all shareholders, including long term shareholders who do not generate these costs. Funds that invest a substantial portion of their assets in foreign securities may be subject to the risks associated with market timing and short term trading strategies to a greater extent than funds that do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. market. The Funds may be subject to these greater risks as they invest in foreign securities. Each Fund is designed for long term investors, and is not intended for excessive trading activities. The Funds take reasonable steps to discourage excessive short term trading and the Board of Trustees has adopted policies and procedures with respect to excessive trading. The Funds normally monitor trades in an effort to detect excessive short term trading. The Funds may refuse, cancel, or redeem purchase orders at the purchase price NAV for any reason, without prior notice. In addition, to discourage short term trading, if shares of any Fund held for 30 days or less are redeemed or exchanged, the Fund will deduct a redemption fee equal to 1% of the NAV of shares redeemed or exchanged. Such redemption fees are retained by the Fund. Although the Funds monitor for excessive short term activities, the ability of the Funds to monitor trades that are placed by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts, and other approved intermediaries may be limited in those instances in which the investment intermediary maintains the underlying shareholder accounts. Accordingly, there can be no assurance that the Funds will be able to eliminate all excessive short term activities. The Funds typically seek the cooperation of broker-dealers and other third party intermediaries by requesting information from them regarding the identity of investors who are trading in the Funds, and restricting access to a Fund by a particular investor. Any associated person of the investment manager or the distributor who becomes aware of any actions taken to undertake, effect, or facilitate short term activities contrary to a representation made in a Fund’s prospectus or SAI is to report the actions to the Funds’ Chief Compliance Officer. More information regarding short term trading activities is available in the SAI. Accounts with Below Minimum Balances. Your account will be charged a $20 small account fee if its value on the next to last Business Day of the calendar year is less than $500, unless it is an IRA, HSA, or you participate in the Midas Automatic Investment Program. The Funds may redeem at any time at current NAV all shares in any account, subject to the requirements of applicable law. The Funds reserve the right to close your account if you terminate your participation in the Midas Automatic Investment Program and your investment is less than $1,000. Delivery of Shareholder Documents. Shareholders residing at the same address will receive one copy of a Fund’s summary prospectus and each Midas Funds shareholder report to share with all residents who invest in Midas Funds. If at any time you would like to receive separate copies of a Fund’s summary prospectus or each Midas Funds shareholder report, please call 1-800-400-MIDAS (6432) and a Shareholder Services Representative will be happy to change your delivery status. The material normally will be sent within 30 days of your request. Escheatment. Your shares may be transferred to the appropriate state authority if you do not provide your current contact information to the Funds within the time period specified by applicable state law.

DISTRIBUTIONS AND TAXES

Distributions. Each Fund normally pays its shareholders dividends from any net investment income and distributes net capital gains that it has realized, if any, after offset by net capital loss carryovers. Income dividends and capital gain distributions (collectively, “distributions” and each a “distribution”) if any, are normally declared and paid annually. Your distributions will be reinvested in shares of the distributing Fund unless you instruct the Fund otherwise.

28

Taxes. Generally, you will be taxed when you sell or exchange shares of a Fund and when you receive distributions (whether reinvested in additional shares or taken in cash). Typically, your tax treatment will be as follows: Transaction Tax treatment Income dividend Ordinary income or “qualified dividend income” Net short term capital gain distribution Ordinary income Net capital gain (see below) distribution Long term capital gain Sale or exchange of shares held for more than one year Long term capital gain or loss Sale or exchange of shares held for one year or less Short term capital loss Because distributions are taxable, you may want to avoid making a substantial investment in a taxable account when a Fund is about to declare a distribution, which normally takes place, if at all, in December. Shortly after the end of each calendar year, each Fund issues tax information on its distributions, if any, for the previous year. Dividends paid to individual and certain other non-corporate shareholders by a Fund that are attributable to its “qualified dividend income” (see “Distributions and Taxes” in the SAI) are subject to a 15% maximum federal income tax rate for a single shareholder with taxable income not exceeding $413,200 ($464,850 for married shareholders filing jointly) and 20% for those non-corporate shareholders with taxable income exceeding those respective amounts (which will be adjusted for inflation annually). A portion of a Fund’s dividends also may be eligible for the dividends-received deduction allowed to corporations; however, dividends a corporate shareholder deducts pursuant thereto are subject indirectly to the federal alternative minimum tax. Distributions by a Fund to individual and certain other non-corporate shareholders attributable to net capital gain (i.e., the excess of net long term capital gain over net short term capital loss) it recognizes on sales or exchanges of capital assets also are subject to the 15% and 20% maximum rates mentioned above. Moreover, any capital gain an individual shareholder recognizes on a redemption or exchange of his or her Fund shares that have been held for more than one year generally will qualify for those rates. Each Fund has chosen the average basis method as its default basis determination method for Fund shares that shareholders acquired or acquire after December 31, 2011 (“Covered Shares”). Each Fund, or its administrative agent, must report to the Internal Revenue Service and furnish to its shareholders the basis information for Covered Shares. See “Distributions and Taxes” in the SAI for a description of the rules regarding that election and each Fund’s reporting obligation. Any investor for whom a Fund does not have a valid taxpayer identification number may be subject to backup withholding. Backup withholding may be required in certain other circumstances (see “Distributions and Taxes” in the SAI). An individual is required to pay a 3.8% tax on the lesser of (1) the individual’s “net investment income,” which generally includes dividends, net capital gains distributions, and net gains from the disposition of investment property including Fund shares, or (2) the excess of the individual’s “modified adjusted gross income” over a threshold amount ($250,000 for married persons filing jointly and $200,000 for single taxpayers). This tax is in addition to any other taxes due on that income. A similar tax applies to estates and trusts. Shareholders should consult their own tax advisers regarding the effect, if any, this provision may have on their investment in Fund shares. The tax considerations described in this section do not apply to tax deferred accounts or other nontaxable entities. Because everyone’s tax situation is unique, please consult your tax professional about your investment.

29

FINANCIAL HIGHLIGHTS

The following tables describe the Funds’ performance for the past five years ended December 31, 2014. Each Fund’s fiscal year end is December 31. Certain information reflects financial results for a single Fund share. Total return shows how much your investment in the Fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and other distributions. The financial highlights for the years shown were audited by Tait, Weller & Baker LLP, the Funds’ independent registered public accounting firm, whose report, along with the Funds’ financial statements, are included in the annual report, which is available upon request. This table should be read in conjunction with the audited financial statements and related notes that have been incorporated by reference into the SAI.


For the Year Ended December 31, 2014 2013 2012 2011 2010 Per Share Data (for a share outstanding throughout each period)

Net asset value, beginning of period ................................... $1.07 $1.28 $1.22 $1.30 $1.15Income (loss) from investment operations:

Net investment loss (1) ................................................... (0.01) - (0.02) (0.01) (0.01)Net realized and unrealized gain (loss) on investments .....................................................................

(0.05) (0.10) 0.08 0.02 0.16

Total from investment operations .............................. (0.06) (0.10) 0.06 0.01 0.15Less distributions:

Net investment income ................................................. - - - (0.01) -Realized gains ..................................................................... (0.02) (0.11) - (0.08) -

Total distributions ......................................................... (0.02) (0.11) - (0.09) -Net asset value, end of period* ................................................ $0.99 $1.07 $1.28 $1.22 $1.30 Total Return (2) ........................................................................ (5.93) % (8.17) % 4.92 % 0.96 % 13.04 % Ratios/Supplemental Data Net assets at end of period (000s omitted) ............................ $5,969 $7,718 $14,515 $15,459 $10,620Ratio of total expenses to average net assets (3) .................. 2.54 % 2.22 % 2.98 % 1.85 % 2.51 %Ratio of net expenses to average net assets (2) (4) .......... 2.54 % 1.81 % 2.48 % 1.35 % 1.93 %Ratio of net expenses excluding loan interest and fees to

average net assets .............................................................. 2.47 % 1.69 % 2.48 % 1.35 % 1.90 % Ratio of net investment income (loss) to average net assets (2) ....................................................................................... (1.17) % (0.38) % (1.42) % (0.45) % (1.03) % Portfolio turnover rate .............................................................. 22 % 0 % 0 % 44 % 4 % (1) Average shares outstanding during the period are used to calculate per share data. (2) Fees contractually waived by the Investment Manager reduced the ratio of expenses to average net assets by 0.41% for the year ended December 31, 2013 and

by 0.50% and 0.50% for the years ended December 31, 2012 and 2011, respectively, and by the Investment Manager and Distributor by 0.58% and 0.75%, respectively, for the year ended December 31, 2010. The impact of the fee waivers and reimbursements is reflected in both the total return, the ratio of net expenses to average net assets, and the ratio of net investment income (loss) to average net assets.

(3) “Total expenses” are the expenses of the Fund before fee waivers, if any. (4) “Net expenses” are the expenses of the Fund after fee waivers, if any. * Redemption fees from capital share transactions were less than $0.005 per share.

30

MIDAS FUND For the Year Ended December 31, 2014 2013 2012 2011 2010Per Share Data (for a share outstanding throughout each period)

Net asset value, beginning of period ...................................... $1.38 $2.59 $3.57 $5.65 $3.82Income (loss) from investment operations:

Net investment loss (1) ...................................................... (0.02) (0.02) (0.04) (0.06) (0.07)Net realized and unrealized gain (loss) on investments .......................................................................

(0.37) (1.19) (0.94) (1.96) 1.90

Total from investment operations .............................. (0.39) (1.21) (0.98) (2.02) 1.83Less distributions:

Net investment income .................................................... - - - (0.06) -Net asset value, end of period* ................................................ $0.99 $1.38 $2.59 $3.57 $5.65 Total Return ............................................................................. (28.26) % (46.72) % (27.45) % (35.97) % 47.91 % Ratios/Supplemental Data Net assets at end of period (000s omitted) ............................ $14,260 $20,815 $44,884 $72,973 $139,644Ratio of total expenses to average net assets ......................... 3.04 % 3.02 % 2.94 % 2.31 % 2.29 %Ratio of net expenses excluding loan interest and fees to average net assets 2.97 % 2.96 % 2.85 % 2.16 % 2.14 % Ratio of net investment loss to average net assets ................ (1.69) % (1.30) % (1.49) % (1.30) % (1.58) %Portfolio turnover rate .............................................................. 31 % 17 % 12 % 44 % 63 %

(1) Average shares outstanding during the period are used to calculate per share data. * Redemption fees from capital share transactions were less than $0.005 per share.

MIDAS MAGIC For the Year Ended December 31, 2014 2013 2012 2011 2010Per Share Data (for a share outstanding throughout each period) Net asset value, beginning of period ....................... $24.33 $18.73 $16.00 $14.73 $13.94Income (loss) from investment operations:

Net investment loss (1) ......................................... (0.50) (0.46) (0.57) (0.48) (0.48)Net realized and unrealized gain on investments ...........................................................

0.96 7.53 3.30 1.75 1.27

Total from investment operations ............... 0.46 7.07

2.73

1.27

0.79

Less distributions: Realized gains (1.74) (1.47) - - -

Net asset value, end of period* ................................. $23.05 $24.33 $18.73 $16.00 $14.73 Total Return ................................................................ 1.82 % 37.79 % 17.06 % 8.62 % 5.67 % Ratios/Supplemental Data Net assets at end of period (000s omitted) $15,186 $16,738 13,245 $11,768 $12,240Ratio of total expenses to average net assets ............ 3.59 % 3.37 % 4.93 % 4.16 % 4.22 %Ratio of net expenses excluding loan interest and fees to average net assets 3.49 % 3.31 % 4.76 % 3.83 % 3.84 % Ratio of net investment loss to average net assets ... (2.00) % (2.10) % (3.18) % (3.17) % (3.39) %Portfolio turnover rate ................................................. 30 % 13 % 20 % 4 % 0 % (1) Average shares outstanding during the period are used to calculate per share data. * Redemption fees from capital share transactions were less than $0.005 per share.

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NEW ACCOUNT APPLICATION

IMPORTANT: In compliance with the USA Patriot Act, federal law requires all financial institutions (including mutual funds) to obtain, verify, and record information that identifies each person who opens an account.

WHAT THIS MEANS FOR YOU: When you open an account, we must receive your name, address, date of birth, and other information that will allow us to identify you. We may also ask for additional identifying documents. The information is required for all owners, co-owners, or anyone authorized to sign or transact on behalf of a legal entity that will own the account. We will return your application if this information is missing. If we are unable to verify this information, your account may be closed and you will be subject to all applicable costs.

Open your account online at www.MidasFunds.com or use this Account Application to open a regular Midas Account.

Mail this completed Application and check payable to Midas Funds to:

Midas Funds, Box 6110, Indianapolis, IN 46206-6110For an IRA or other tax advantaged accounts, please call 1-800-400-MIDAS (6432) or go to www.MidasFunds.com/forms

2 MAILING AND E-MAIL ADDRESSES, TELEPHONE NUMBER, AND CITIZENSHIP

Street Address (physical address) City State / Zip Daytime Telephone

Mailing Address (if different from above) City State / Zip Daytime Telephone

Citizen of � U.S. � Other: Citizen of � U.S. � Other:

E-mail Address Owner (If other, attach IRS Form W-8.) Joint Owner (If other, attach IRS Form W-8.)

4 DISTRIBUTIONS If no box is checked, the Automatic Compounding Option will be assigned to increase the shares you own.

� Automatic Compounding Option Dividends and distributions reinvested in additional shares.

� Payment Option Dividends and distributions in cash.

3 FUND(S) CHOSEN AND AMOUNT INVESTED ($1,000 minimum per Fund) Note: The $1,000 initial investment minimum is waived if you elect to invest $100 or more each month through the free, automatic Midas Bank Transfer Plan (see Section 7).

By Check: Please draw your check to the order of Midas Funds and enclose with this Application. Third party checks and money orders cannot be accepted.

By Wire: Please complete this Application (except for the sentence in brackets below) and fax to 1-317-937-3014 with the name of the sendingbank and amount to be wired before making an initial investment by wire. You will then be assigned a Midas account number and wiringaddress. Then, fill in the blanks below and mail to Midas.[Please indicate the assigned Midas account number ____________________ and the date the wire was sent ____________________.]

1 REGISTRATION (Please type or print.) For assistance with this Application, please call 1-800-400-MIDAS (6432) 8 am - 6 pm ET.Individual or Custodian of a Gift/Transfer to a Minor:


Joint Tenant: Note: Registration will be Joint Tenants with Right of Survivorship, unless otherwise specified here as Tenants in Common �


Gift/Transfer to a Minor:

Minor’s First Name Minor’s Middle Initial Minor’s Last Name Minor’s Social Security # Minor’s Date of Birth

Minor’s Address (if different than custodian address) City State / Zip

$$

MIDAS MAGIC

$$


MIDAS FUND

=+ +

5 SHAREHOLDER COMMUNICATIONS Account and confirmation statements, shareholder reports, and prospectuses will be sent to the address youprovided in Section 2 above by U.S. mail. After your Midas account is established, to change to e-delivery please visit www.MidasFunds.com/e-delivery.

PLEASE TELL US HOW YOU HEARD ABOUT MIDAS:

TOTAL

MIDASFUNDS

Discovering Opportunities®

To participate in the Midas Bank Transfer Plan or to get THE MIDAS TOUCH®,please attach a voided check.

6 COST BASIS If no box is checked, the Average Cost method will be assigned as the default cost basis method.

� Average Cost � First In, First Out � Last In, First Out � Low Cost, First Out � High Cost, First Out � Loss/Gain Utilization

� Specific Lot Identification We collect this information to report cost basis information on IRS Form 1099-B. This cost basis method will be applied to all mutual fundswith the same ownership unless a different method is provided for specific funds on a separate page. Visit www.MidasFunds.com/tax-planning for information on cost basis.

7 MIDAS BANK TRANSFER PLAN AND THE MIDAS TOUCH® - Check the box for the service(s) you want for your account, and below please attach a voided check.� Midas Bank Transfer Plan - Starting __________________ (date) automatically purchase shares of ________________________________ (Fund Name) each month by transferring $ ________________________ ($100 minimum) from my bank account each month. I understandthere is no charge by Midas for this service.

� THE MIDAS TOUCH® - All Midas shareholders can access account information 24 hours a day, every day, at www.MidasFunds.com and 1-800-400-MIDAS (6432). With THE MIDAS TOUCH®, you can also manage your account by purchasing or redeeming Fund shares with the proceeds from and to your bank account, transfer among the three Midas Funds, and perform telephone transactions through a ShareholderServices Representative.

8 SIGNATURE AND CERTIFICATION TO AVOID BACKUP WITHHOLDING“I certify that I have received and read the prospectus for the Midas Funds, agree to its terms, and have the legal capacity to purchase their shares. I understand that no certificates will be issued and that my confirmation statement will be evidence of my ownership of Fund shares. I acknowledge receiptof the Fund’s privacy policy notice. I understand telephone conversations with representatives of the transfer agent and Midas Securities Group, Inc., (collectively “Service Agents”) are recorded and hereby consent to such recording. I agree that the Service Agents will not be liable for acting on instruc-tions believed genuine and under reasonable procedures designed to prevent unauthorized transactions. I certify (1) the Social Security or taxpayer identi-fication number provided above is correct, (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding, or (c) I have been notified by the IRS that I am no longer subject to backup with-holding, and (3) I am a U.S. person (including a U.S. resident alien).” (Please cross out item 2 if it does not apply to you.) The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Signature of � Owner � Custodian Date Signature of Joint Owner (if any) Date

This Account Application must be signed and completed by all authorized signers.

John and Jane Doe123 Main StreetMyTown, USA 12345

PAY TO THE ORDER OF __________________________________________________ $

_______________________________________________________________ DOLLARS

BANK NAMEBANK ADDRESSMEMO___________________ __________________________________

1003

Date _________________

FOR MORE INFORMATION

For investors who want more information on the Midas Funds, the following documents are available, free of charge, upon request and at www.midasfunds.com:

Annual/Semi-Annual reports. Provide additional information about each Fund’s investments, including performance data, portfolio holdings, and a letter from the Funds’ managers discussing recent market conditions, economic trends, and investment strategies that significantly affected the Funds’ performance during the last fiscal period.

Statement of Additional Information (SAI). Provides additional information about the Funds, including a fuller technical and legal description of the Funds’ policies, investment restrictions, and business structure. A current SAI is on file with the SEC and is incorporated by reference herein (is legally considered part of this prospectus).

To obtain a copy of the Funds’ SAI or Annual and Semi-Annual Reports free of charge, to request other information about a Fund, or to make shareholder inquiries, please contact the Funds using the following methods:

By telephone, call: 1-800-400-MIDAS (6432) to speak to a Shareholder Services Representative, 8:00 a.m. to 6:00 p.m. ET on Business Days and for 24 hour, 7 day a week automated shareholder services.

By mail, write to: Midas Funds P.O. Box 6110 Indianapolis, IN 46206-6110

By e-mail, write to: [email protected]

On the Internet, Fund documents can be viewed online or downloaded from: SEC at http://www.sec.gov, or Midas website at http://www.midasfunds.com

You can also review and copy information about the Funds (including the SAI) at the SEC’s Public Reference Room in Washington, DC (for information, call 1-202-551-8090). Reports and other information about the Funds are available on the EDGAR database at http://www.sec.gov. Copies of this information can be obtained, after paying a duplicating fee, by e-mail request to [email protected], or by writing to the SEC’s Public Reference Section, Washington, DC 20549-1520. The Trust’s Investment Company Act file number is 811-04316.