FORM 485BPOS
<PAGE> 1
As filed with the Securities and Exchange Commission on
May 21, 1998
Post effective change to the Prospectus to reflect a new transfer agent.
File No. 33811-9090
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 3 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 3 /X/
THE AMERISTOCK MUTUAL FUND, INC.
(Exact Name of Registrant as Specified in Charter)
1480 Moraga Rd. #200, Moraga, CA 94556
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code: (925) 376-3490
-------------------------------------
Nicholas D. Gerber
The Ameristock Mutual Fund, Inc.
1480 I Moraga Rd. #200, Moraga, CA 94556
(Name and address of agent for service of process)
------------------------------------
It is proposed that this filing will become effective (check appropriate box)
x immediately upon filing pursuant to paragraph (b)
-----
on October 15, 1997 pursuant to paragraph (b)
-----
60 days after filing pursuant to paragraph (a)
-----
on (date) pursuant to paragraph (a) of Rule 485
-----
75 days after filing pursuant to paragraph (a)(2) of Rule 485
-----
on (date) pursuant to paragraph (a)(2) of Rule 485.
-----
Page 1 of _____ sequentially numbered pages
Exhibit Index on page ____
<PAGE> 2
The Ameristock Mutual Fund, Inc.
CROSS REFERENCE SHEET
(as required by 495(a))
N-1A Item Caption in Prospectus
- - --------- ---------------------
<S >
PART A: INFORMATION REQUIRED IN A PROSPECTUS
Item 1. Cover Page Cover Page
Item 2. Synopsis Fund Expenses
Item 3. Condensed Financial Information Supplement to Prospectus
Item 4. General Description of Registrant General Description of the
Fund; Investment Objectives;
Investment Policies & Risks;
Investment Restrictions
Item 5. Management of the Fund Management of the Fund;
Investment Advisory Agreement;
Other Information
Item 5A. Management's Discussion of Fund Investment Objective
Item 6. Capital Stock and Other Securities Other Information;
Dividends and Taxes;
Item 7. Purchase of Securities Being Offered How to Purchase Shares;
How to redeem shares;
Determination of Net Asset Value
Item 8. Redemption or Repurchase How to Redeem Shares
Item 9. Pending Legal Proceedings Not Applicable
PART B: INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Caption in Prospectus* or
Statement of Additional Information**
---------------------------
<TABLE>
<S> <C> <C>
Item 10. Cover Page Cover Page**
Item 11. Table of Contents Table of Contents**
Item 12. General Information and History Not Applicable
Item 13. Investment Objectives and Policies Investment Objectives
and Policies**
Item 14. Management of the Fund Directors and Officers**
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Caption in
Prospectus* or Statement of
N-1A Item Additional Information**
- - --------- ---------------------------
<S> <C> <C>
Item 15. Control Persons and Principal Directors and
Holders of Securities Officers**;
Financial Statement**
Item 16. Investment Advisory and Management of the Fund*;
Other Services Investment Advisory Agreement;
Other Information*;
Report of Independent Accountant**
Item 17. Brokerage Allocation and Other Practices Portfolio
Turnover**; Portfolio
Transactions and Brokerage**
Item 18. Capital Stock and Other Securities Additional Information
Item 19. Purchase, Redemption and Pricing of How to Purchase Shares*;
How to Redeem Shares*;
Determination of Net Asset Value*;
Item 20. Tax Status Distributions and Taxes**
Item 21. Underwriters Not Applicable
Item 22. Calculation of Performance Data Performance Information**
Item 23. Financial Statements Financial Statements
</TABLE>
<PAGE>
PROSPECTUS
Ameristock Mutual Fund, Inc.
1480 I Moraga Rd. #200
Moraga, CA 94556
Investment Advisor
Ameristock Corporation
Moraga, California
Custodian
Fifth Third Bank
Cincinnati, Ohio
Transfer Agent
Mutual Shareholder Services
Cleveland, Ohio
Legal Council
Wyatt, Gerber, Meller & O'Rourke
New York, New York
Independent Auditor
McCurdy & Associates CPA's, Inc.
Westlake, Ohio
<PAGE>
Prospectus
October 15, 1997
Prospectus
Ameristock Mutual Fund, Inc.
1480 I Moraga Rd. #200
Moraga, CA 94556
(800) 394-5064
http://www.ameristock.com
Investment Objective: Long-Term Total Return
Minimum Investment: $1,000
Sales Charge: None, 100% No-Load
12(b)1 Fee: None
Exit or Redemption Fee: None
This Prospectus sets forth concise information an investor should know about
the Ameristock Mutual Fund, Inc. (the "Fund"). Investors should read and
retain this Prospectus for future reference. A Statement of Additional
Information has been filed with the Securities and Exchange Commission and
(together with any supplement to it) is incorporated by reference.
The Statement of Additional Information may be obtained free of charge by
writing or telephoning the Fund at its number shown above.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
October 15, 1997
<PAGE>
TABLE OF CONTENTS
FUND EXPENSES......................................... 4
FINANCIAL HIGHLIGHTS................................... 5
INVESTMENT OBJECTIVE................................... 5
INVESTMENT POLICIES & RISKS........................... 6
INVESTMENT RESTRICTIONS................................ 8
HOW TO PURCHASE SHARES................................. 8
HOW TO REDEEM SHARES................................... 9
DETERMINATION OF NET ASSET VALUE...................... 11
MANAGEMENT OF THE FUND................................ 12
INVESTMENT ADVISORY AGREEMENT......................... 12
DIVIDENDS AND TAXES................................... 14
OTHER INFORMATION..................................... 14
ACCOUNT APPLICATION................................... 17
FUND EXPENSES
The following table illustrates all expenses and fees that a shareholder of
the Fund will incur, directly or indirectly.
Shareholder Transaction Expenses
Sales Load Imposed on Purchases....................... None
Sales Load Imposed on Reinvested Dividends............ None
Deferred Sales Load................................... None
Redemption Fees (a)................................... None
Exchange Fees......................................... None
Annual Fund Operating Expenses
Management Fee........................................ 1.00%
12b-1 Fees............................................ None
Other Expenses........................................ None
Total Operating Expenses (b).......................... 1.00%
(a) A fee of $10 is charged for each wire redemption.
(b) The Investment Advisor has obligated itself to reimburse the Fund to
the extent the Fund's regular operating expenses during any of its fiscal
years exceed 1.00% of its daily net asset value in such year.
See "Investment Advisory Aggreement".
The following example illustrates the expenses an investor would pay on
a $1,000 investment in the Fund assuming (1) a 5% annual rate of return,
and (2) redemption at the end of each period.
1 Year 3 Years 5 Years 10 Years
$11 $33 $58 $132
This example should not be considered a representation of past or future
expenses or performance. Actual expenses may be greater or less than those
shown.
FINANCIAL HIGHLIGHTS
The Financial Highlights presented below have been selected from the Fund's
financial statements which have been examined by McCurdy & Associates,
independent certified public accountants, whose unqualified report thereon
appears in the Fund's Annual Report to shareholders for the year ended
June 30, 1996 and are incorporated by reference in this Prospectus.
Ameristock
Mutual Fund
1997 1996*
Net Asset Value, beginning of period $ 19.03 $ 15.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income .52 .43
Net gain (loss) on securities- realized and unrealized 5.76 3.78
Total from investment operations 25.31 19.21
LESS DISTRIBUTIONS
Dividends from net investment income (.25) (.18)
Net asset value, end of period $ 25.06 $ 19.03
Total Return (3) 33.00% 30.76%**
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period ($ millions) $ 6.64 $ 2.23
Ratio of expenses to average net assets 0.56%(2) 0%(1)(2)
Ratio of net investment income to average net asset 2.4%(3) 2.9%(1)(3)**
Portfolio turnover rate 21.5% 7.4%
Average Commission Rate $ 0.0293
_________________________________
(1) From inception of investment activity August 31, 1995
(2) Ratio without Management fee waiver 1.06% and 0.9% respectively
(3) Ratio without Management fee waiver 1.89% and 1.47% respectively
* (for a share outstanding throughout the period) from August 1, 1995
(inception of the Fund) to June 30, 1996.
** Annualized
INVESTMENT OBJECTIVE
The Fund's investment objective is to seek total return through capital
appreciation and current income by investing primarily in equity securities.
The Fund's investment objective is a fundamental policy that may not be
changed without shareholder approval. There is no assurance that the Fund
will meet its investment objective.
INVESTMENT POLICIES & RISKS
The Fund will, under normal conditions, invest at least 80% of the value of
its total assets in equity securities consisting of common stocks. The Fund
may also enter into futures contracts, provided that the value of these
contracts does not exceed 25% of the Funds total assets. In addition, the
Fund may write covered call options on securities it owns and may also
engage in other option transactions in furtherance of its investment
objective.
The Fund will invest in equity securities (including stock options, futures,
and American Depository Receipts ("ADR's")) typically of large capitalization
companies on national security exchanges and the over-the-counter market.
While many issuers may be held in different segments of the economy, they
will be weighted in the portfolio according to capitalization, and
fundamental analysis of value. Accordingly, those companies with lower
price/earnings ratio, and higher dividend yields will typically be
overweighed in the Fund vs. the general market.
The cash equivalents the Fund may invest in include fixed income securities
(bank certificates of deposit, commercial paper, bank checking account, and
U.S. Government and Agency obligations). All of the Fund's fixed income
securities must be rated within the top three categories of safety according
to rating service companies like Standard & Poor's, Moody's, Fitch, or Duff &
Phelps at the time of the investment or, if not rated, must then be
determined by the Investment Advisor to be of comparable quality. Fixed
income securities prices fluctuate inversely with interest rate movements.
The Fund intends to hold only short term fixed income instruments
(less than 1 year) which should help alleviate price fluctuations.
Other fixed income risk factors include default risk.
The Fund may invest in securities issued by other investment companies
within the limits prescribed by the Investment Company Act of 1940.
The Fund intends to limit its investments so that, as determined immediately
after a securities purchase is made: (i) not more than 5% of the value of the
Fund's total assets will be invested in the securities of any one investment
company; (ii) not more than 10% of the value of the Fund's total assets will
be invested in the aggregate in securities of investment companies as a
group; and (iii) not more than 3% of the outstanding voting stock
of any one investment company will be owned by the Fund.
The Fund may write (i.e. sell) covered call and put options and purchase put
and call options on securities that are traded on United States listed
markets. The value of the underlying securities on which the options may be
written at any one time will not exceed 15% of the Fund's total assets.
The Fund will not purchase put or call options if the aggregate premium paid
for such options would exceed 5% of the Fund's total assets at the time of
purchase. The risks associated with options are that the option does not
follow the price movement of the underlying security. Moreover, gains and
losses depend on the Investment Advisor's ability to predict correctly the
directionof stock prices, interest rates, and other economic factors.
The Fund may enter into financial futures contracts to hedge its cash
position. Futures are generally bought and sold on commodity exchanges.
The sale of a futures contract creates a firm obligation by the Fund, as
seller, to deliver to the buyer the specific type of financial instrument
called for in the contract at a specified future time for a specified price
(or the net cash amount). The risk associated with using futures contracts
are: (i) imperfect correlation between the change in market value of
stocks held by the Fund and the prices of the futures contracts; and
(ii) possible lack of a liquid secondary market for futures when desired.
The Fund will invest primarily in securities of companies domiciled in the
United States, but the Fund may also invest in foreign securities.
Such investments will only be made through ADR's traded on a United States
exchange. Investing in foreign securities involves inherent risks different
from domestic issuers including political and economic instability, and
exchange rate risk. Foreign securities may be subject to greater price
fluctuation than securities of U.S. companies.
For incremental income purposes, the Fund may lend its portfolio of
securities constituting up to 30% of its net assets to U.S. or foreign banks
or broker/dealers which have been rated within the two highest grades
assigned by Standard & Poor's or Moody's, or which have been determined by
the Investment Advisor to be of equivalent quality. The Investment Advisor
is responsible for monitoring compliance with this rating standard during
the term of any securities lending agreement. With any loan of portfolio
securities, there is a risk that the borrowing institution will fail to
redeliver the securities when due. However, loans of securities by the
Fund will be fully collateralized at all times by at least 100% of the
current market value of the lent securities.
The Fund is not intended to present a balanced investment program. It is
not intended to be a vehicle for short-term trading, but is intended for
investment for the long-term. The securities the Fund invests in are subject
to the risks inherent in the respective portfolio companies and to market
fluctuations.
INVESTMENT RESTRICTIONS
The Fund will not:
1- Invest more than 5% of its assets in securities of any one issuer, except
in obligations of the United States Government and its agencies or
instrumentality's.
2- Acquire securities of any one issuer that at time of investment (i)
represent more than 10% of the voting securities of the issuer or (ii)
have a value greater than 10% of the value of the outstanding securities
of the issuer.
3- Invest more than 5% of its assets (valued at time of investment) in
securities of issuers with less than three years operation (including
predecessors).
4- Invest more than 5% of its assets (valued at time of investment) in
securities that are not marketable.
5- Make loans, except the Fund may (i) purchase and hold debt securities in
accordance with its investment objective and policies, and (ii) engage
in securities lending as described in the Prospectus and in the
Statement of Additional Information.
These restrictions are considered to be fundamental and can not be changed
without a vote of the "majority of the outstanding voting securities" as
defined in the Investment Company Act of 1940.
HOW TO PURCHASE SHARES
See Application to Buy Shares that came with this Prospectus
Shares of the Fund are purchased at the net asset value per share next day
determined after receipt of the purchase order, as described under
"Determination of Net Asset Value". There are no sales commissions or
underwriting discounts. The minimum initial investment is $1,000, and
minimum subsequent investments (excluding reinvestments of dividends and
capital gains) is $100.
To purchase shares, complete and sign the Application to Buy Shares and
mail it with your check to:
Ameristock Mutual Fund
Mutual Shareholder Services
1301 East Ninth Street- 36th Fl.
Cleveland, Ohio 44114
To purchase shares by wire:
Fifth Third Bank
ATTN: Trust Dept
ABA#: 042-000-314
Credit to Acct: 010032393601
Ameristock Mutual Fund
Further: Your Account Number
The purchase price is the net asset value per share as described under
"Determination of Net Asset Value".
Each investment in the Fund, including dividends and capital gains
distributions reinvested in the Fund, is acknowledged by a statement showing
the number of shares purchased, the net asset value at which the shares are
purchased, and the new balance of Fund shares owned. For reasons of economy
and convenience, the Fund will not issue certificates for shares purchased.
Shares may be purchased or redeemed directly through the Fund or through an
investment dealer, bank or other institution. The Fund may enter into an
arrangement with such institution allowing the institution to process
purchase orders or redemption requests for its customers with the Fund on an
expedited basis, including requesting share redemption's by telephone.
Although these arrangements might permit one to effect a purchase or
redemption of Fund shares through the institution more quickly than would
otherwise be possible, the institution may impose charges for its services.
Those charges could constitute a significant portion of a smaller account,
and might not be in a shareholder's best interest. Shares of the Fund may
be purchased or redeemed directly from the Fund without imposition of any
charges other than those described in the Prospectus.
The Fund reserves the right not to accept purchase orders under
circumstances or in amounts considered disadvantageous to existing shareholders.
Congress has mandated that if any shareholder fails to provide and certify
to the accuracy of the shareholder's Social Security number or other
taxpayer identification number, the Fund will be required to withhold 31% of
all dividends, distributions, and payments, including redemption proceeds,
from such shareholder as a backup withholding procedure.
HOW TO REDEEM SHARES
You may redeem (sell) your shares at any time. The Fund will redeem all or
any part of shares owned upon written request delivered to the Fund at:
Ameristock Mutual Fund
Mutual Shareholder Services
1301 East Ninth Street- 36th Fl.
Cleveland, Ohio 44114
Or by calling the Fund at (800) 394-5064. The Fund makes payment by check
for the shares redeemed within seven days after it receives a properly
filled out redemption request. The redemption price per share is the net
asset value determined as described under "Determination of Net Asset Value".
There is no redemption charge for mailed redemption checks.
For shares of the Fund where an investor requests wire payment: The Transfer
Agent will normally wire the redemption proceeds the next business day by
federal funds only to the bank and account designated on the Application to
Buy Shares, or in written instruction subsequently received by the
Transfer Agent, and only if the bank is a commercial bank that is a member
of the Federal Reserve System. The Transfer Agent currently charges a $10.00
fee for each payment made by wire of redemption proceeds, which fee will be
deducted from the investor's account.
The redemption request must:
1- Include your name and account number.
2- Specify the number of shares or dollar amount to be redeemed, if less
than all shares are to be redeemed.
3- Be signed by all owners exactly as their names appear on the account.
4- Include a medalion signature guarantee from any "eligible guarantor
institution" as defined by the rules under the Securities Exchange Act
of 1934 if (i) you change ownership of the account, (ii) you want the
redemption proceeds sent to a different address from that registered on
the account, (iii) the proceeds are to be made payable to someone other
than the account owner(s), or (iv) the redemption request is for $25,000
or more. Eligible guarantor institutions include banks, broker/dealers,
credit unions, national securities exchanges, registered securities
associations clearing agencies, and savings associations.
A notary public is not an eligible guarantor.
In the case of shares being redeemed from an IRA or other qualified
retirement account, a statement of whether or not federal income tax should
be withheld is needed otherwise federal tax will automatically be withheld.
In the case of shares registered in the name of a corporation or other legal
entity, the redemption request should be signed in the name of the
corporation or entity by an officer whose title is stated, and a certified
bylaw provision or resolution of the board of director authorizing the
officer to so act must be furnished.
Payment of redemption proceeds with respect to shares purchased by check
will not be made until the check or payment received for investment has
cleared, which may take up to 11 business days.
The redemption value of the shares may be more or less than the cost,
depending upon the value of the Fund's portfolio securities at the time of
redemption. The Fund reserves the right to suspend or postpone redemption's
during any period when: (i) trading on the New York Stock
Exchange is restricted, or (ii) it is not reasonably practicable for the Fund
to dispose of, or determine the fair market value of its net assets. If the
net asset value of the shares in an account is less than $1,000 as a result
of previous redemptions and not market declines, the Fund may notify the
registered shareholder that unless the acount value is increased to at least
the minimum within 60 days the Fund will redeem all shares in the account
and pay the redemption price to the registered shareholder.
In order to utilize the telephone redemption procedure, a shareholder must
have elected this procedure in writing, and the redemption proceeds must be
mailed directly to the investor or transmitted to the investor's
predesignated account at a domestic bank. To change the designated account
or address, a written request with signature(s) guaranteed must be sent to
the Transfer Agent at least 15 days before the telephone redemption request.
Neither the Fund nor the Transfer Agent will be responsible for the
authenticity of telephone instructions and will not be responsible for any
loss, damage, cost or expense arising out of any telephone instructions
received for an account. Furthermore, you agree to hold harmless and
indemnify the Fund, the Transfer Agent, and any affiliated officers,
employees, directors, and agents from any losses, expenses, costs or
liabilities (including attorneys' fees) that may be incurred in connection
with either the written or telephone redemption procedures.
By electing the telephone redemption option, you may be giving up a measure
of security that you might have if you were to redeem your shares in writing.
For reasons involving the security of your account, you will be required to
provide a password to verify authenticity before your instructions will be
carried out, and the telephone transaction may be tape recorded.
DETERMINATION OF NET ASSET VALUE
The net asset value of a share of the Fund is determined as of the close on
the New York Stock Exchange, currently 4:00 p.m. New York City time, on any
day on which that Exchange is open for trading, by dividing the market value
of the Fund's assets, less its liabilities,
by the number of shares outstanding, and rounding down to the nearest full
cent.
Portfolio securities are valued using current market valuations based on last
reported sales prices. Securities for which quotations are not available and
other assets are valued at a fair value as determined by management and
approved in good faith by the Board of Directors. Short-term obligations
with maturities of sixty days or less are valued at amortized costs as
reflecting fair value.
MANAGEMENT OF THE FUND
The business and affairs of the Fund are managed under the direction of the
Board of Directors. The Fund's directors, including those directors who are
also officers, and their principal business activities during the past five
years are:
Nicholas D. Gerber, Chairman and Director. President Ameristock Corporation,
Portfolio Manager of the Fund. Portfolio Manager with Bank of America
helping to manage over $250 million (1993-1995). President and Portfolio
Manager Marc Stevens Futures Index Fund prior.
Howard Mah, EA, MBA, Director. Tax and Financial Consultant with law firm
(Office of Stephen M. Moskowitz- 1989 to 1995) and private practice
(1989-Present).
Andrew Ngim, Director. Benefits Consultant with Coopers & Lybrand
(1994-Present). Benefit Specialist with Morrison & Foerster (1994-1994).
Pension System Project Manager with Pension Dynamics Corporation prior.
Stephen J. Marsh, ASA, Director. Independent Business Valuation Consultant
associated with the Mentor Group (1991-Present), Financial Appraiser with
Valuation Research Corporation prior.
Alev Efendioglu, PhD., Director. Professor of Management and Small Business
Institute Director, McLaren School of Business, University of San Francisco
(1977-Present).
Mr. Gerber, Mr. Mah, and Mr. Ngim are considered an "interested person" of
the Fund as defined in the Investment Company Act of 1940.
INVESTMENT ADVISORY AGREEMENT
The Ameristock Corporation located at 1480 I Moraga Rd #200, Moraga, CA
94556, serves as the investment advisor to the Fund pursuant to an investment
advisory agreement. The investment advisor supervises and manages the
investment portfolio of the Fund on a continuous basis subject to the overall
authority of the Board of Directors. In addition to the Fund, the investment
advisor may be the advisor to other individual and institutional accounts.
The investment advisor was organized under the laws of California in June
1995 and had no operating history prior. Mr. Gerber, the largest shareholder
of the Ameristock Corporation and the Portfolio Manager of the Fund has been
managing money since 1984.
The Investment Advisor receives from the Fund, as compensation for its
services, a fee, accrued daily and payable monthly, at an annual rate of
1.00% of the Fund's net assets. On days for which the values of the Fund's
net assets are not determined, the fee is accrued on the most recently
determined net assets adjusted for subsequent daily income and expense
accruals. This fee is higher than fees paid by most other mutual funds,
but the investment advisor has obligated itself to reimburse the Fund to the
extent the Fund's total annual expenses, excluding taxes, interest, brokerage
commissions, and extraordinary litigation expenses, during any of its fiscal
years, exceed 1.00% of its average daily net asset value in such year.
Under the agreement, the investment advisor furnishes at its own expense
office space to the Fund and all necessary office facilities, equipment, and
personnel for managing the assets of the Fund. The investment advisor also
pays for expenses of marketing shares of the Fund, all expenses in
determination of daily price computations, placement of securities
orders (excluding brokerage commissions) and related bookkeeping, custodial,
legal, auditing charges, printing and mailing reports and prospectuses to
existing shareholders,
corporate fees, maintaining registration of the Fund under the Investment
Company Act of 1940 and registration of its shares under the Securities
Act of 1933, and qualifying and maintaining qualification of its shares
under securities laws of certain states.
The Fund shall pay all brokerage commissions, taxes, interest, and
extraordinary legal expenses.
The investment advisor has retained Maxus Information Systems
(DBA Mutual Shareholder Services) to serve as the Fund's transfer agent
which includes distributing dividends and shareholder services. The investment
advisor (not the Fund) pays the fees for these services.
DIVIDENDS AND TAXES
The Fund intends to pay dividends from net investment income and net realized
capital gains (not offset by capital loss carryovers) on an semi-annual basis
in July and December.
Dividends and capital gain distributions, if any, are reinvested in additional
shares of the Fund unless the shareholder has requested in writing
to have them paid by check.
The Fund intends to elect to be treated and to qualify each year as a
regulated investment company under Subchapter M of the Internal Revenue Code
of 1986. See Statement of Additional Information for a summary
of requirements that must be satisfied to so qualify. A regulated investment
company is generally not subject to Federal income tax on income and gains
distributed in a timely manner to its shareholders.
Dividends from investment income and net short-term capital gains are taxable
as ordinary income to U.S. shareholders. Distributions of long-
term capital gains are taxable as long-term capital gains regardless of the
length of time shares in the Fund have been held. Distributions will be
taxable, whetherreceived in cash or reinvested in shares of the Fund.
Each shareholder will be advised annually as to the source of distribution
for tax purposes. A shareholder who is not subject to income taxation, such
as a qualified plan like an IRA, will not be required to pay tax on
distributions received.
If shares are purchased shortly before a record date for a distribution the
shareholder will, in effect, receive a return of capital, but the distribution
will be taxable to the shareholder even if the net asset value of the shares is
reduced below the shareholder's cost. However, for federal income tax
purposes the original cost would continue as the tax basis. If
shares are redeemed within six months, any loss on the sale of those shares
would be long-term capital loss to the extent of any distributions of long-term
capital gains that the shareholder has received on those shares.
OTHER INFORMATION
The Fund was incorporated as a Maryland corporation on June 15, 1995.
The authorized capital stock of the Fund consists of 100 million shares of
common stock, par value $.005 per share. Each share of common stock is
entitled to share pro rata in any dividends and other distributions on
shares declared by the Board of
Directors, to one vote per share in elections of directors and other matters
presented to shareholders, and to equal rights per share in the event of
liquidation.
According to the laws of Maryland, under which the Fund is incorporated,
and the Fund's bylaws, the Fund is not required to hold an annual meeting of
shareholders unless required to do so under the Investment Company Act of
1940. The Fund will call a meeting of shareholders for the purpose of
voting upon the question of removal of a director or directors when requested
in writing to do so by record holders of at least 10% of the Fund's
outstanding common shares, and in connection with such meeting will comply
with the provisions of section 16(c) of the Investment Company Act of 1940
concerning assistance with shareholder communication.
The Fund issues annual reports to shareholders (one per taxpayer
identification number) containing financial statements audited by its
independent auditor, McCurdy & Associates CPA's, Inc.. The Fund also
issues quarterly account statements, and semiannual financial statements
containing lists of securities owned by the Fund.
The Fund may provide information about its total return and average annual
total return in letters to shareholders or in sales materials. Total return
is the percentage change in value during the period of an investment in the
Fund, including the value of shares acquired through reinvestment of all
dividend and capital gains distributions. Average annual return is the average
annual compounded rate of change in value represented by the total return for
the period. Performance quotations for any period when an expense limitation
is in effect will be greater than if the limitation had not been in effect.
The Fund's performance may also be compared to various indices and
to other mutual funds with similar investment objectives. See the Statement
of Additional Information for
a further information about performance
measurement.
All performance data (when applicable) is based on the Fund's past investment
results and does not predict future performance. Investment performance,
which will vary, is based on many factors, including market conditions, the
composition of the Fund's portfolio, and the Fund's operating expenses.
Investment performance also reflects the risks associated in the Fund's
investment objective and policies. These factors should be considered when
comparing the Fund's investment results to those of other mutual funds
and other investment vehicles.
Fifth Third Bank (Fifth Third Center, Cincinnati, Ohio, 45263), has been
retained to act as the Fund's custodian of the Fund's investments. The
custodian does not have any part in deciding the Fund's
investment policies or which securities are to be purchased or sold for the
Fund's portfolio.
Ameristock Corporation, 1480 I Moraga Rd. #200, Moraga, CA 94556, will act
as the investment advisor.
Maxus Information Systems (DBA Mutual Shareholder Services) 1301 East Ninth
Street- 36th Floor, Cleveland, OH 44114, has been retained by the investment
advisor to act as transfer agent of the Fund. Shareholder inquiries should
be made to the transfer agent by mail or by calling (800) 394-5064.
Wyatt, Gerber, Meller & O'Rourke, 99 Park Avenue, New York, NY 10016, has passed
upon the validity of the shares offered by this Prospectus and also acts as
outside counsel to the Fund.
McCurdy & Associates CPA's, Inc., 27955 Clemens Road, Westlake, Ohio 44145,
has been selected to serve as independent certified public accountants of
the Fund for the fiscal year ending June 30, 1998.
APPLICATION TO BUY SHARES
Mail to: Minimum Investments:
Ameristock Mutual Fund Initial: $1,000
1480 I Moraga Rd. #200 Subsequent: $ 100
Moraga, CA 94556
1 Registration of Shares
Owner Joint Owner
Address Social Security or Tax ID Number
( )
City State Zip Daytime Phone Number
If more than one owner is listed above, then shares will be registered as
joint tenants with right of survivorship and not as tenants in common,
unless otherwise instructed.
2 Investment Information
This investment represents an:
( Initial investment payable to: Ameristock Mutual Fund Amount $
( Investment wired to account : Amount $
3 Dividend Option
All income dividends and capital gains distributions will be reinvested in
additional shares as stated in the Prospectus unless the box below is checked.
< > Please pay all income dividends and capital gains distributions in cash.
4 Taxpayer Information
I am a U.S. Citizen [Yes] [No] (circle one)
The Internal Revenue Service (IRS) requires each taxpayer to provide a Social
Security or Taxpayer Identification Number and to make the following
certifications. I certify under penalty of perjury that:
1) The Social Security or Tax ID number stated above is correct.
2) I am not subject to backup withholding because:*
a- The IRS has not informed me that I am subject to backup withholding.
b- The IRS has notified me that I am no longer subject to backup withholding.
* If this statement is not true and you are subject to backup withholding,
cross out Section 2
5 Signature and Agreement
I/We, the undersigned, have received a copy of the current Prospectus of the
Ameristock Mutual Fund and are purchasing Fund shares in accordance with its
provisions. I/We further certify that the undersigned is of legal age and
has full legal capacity to make this purchase. The purchase price shall be
the net asset value next determined following receipt of the application by
the Fund, if the application is accepted. This application cannot be
processed unless accompanied by payment.
Signature of Owner Date
Signature of Joint Owner (if any) Date
