Registration Nos. 333-46112 811-10141
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. 2 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 2 [X]
DAVIS PARK SERIES TRUST
(Exact name of registrant as specified in charter)
P.O. Box 6919, Moraga, California 94570
(Address of principal executive offices)
Registrant's Telephone Number: (800) 394-5064
Nicholas D. Gerber, P.O. Box 6919, Moraga, California 94570
(Name and address of agent for service)
Copy to:
Michael J. Meaney, Esq.
McDonald, Hopkins, Burke & Haber Co., L.P.A.
2100 Bank One Center, 600 Superior Avenue, East, Cleveland, Ohio 44114
Approximate date of proposed public offering: December 26, 2000
<PAGE>
Prospectus
Ameristock Large Company Growth Fund
Ameristock Focused Value Fund
P.O. Box 6919
Moraga, CA 94570
(800) 394-5064
www.ameristock.com
Minimum Investment: $1,000
Sales Charge: None, 100% no-load
12b-1 Fee: None
Redemption Fee:
Ameristock Large Company
Growth Fund: None
Ameristock Focused Value Fund 1.00% if shares redeemed
within 3 years of purchase
Ameristock Large Company Growth Fund is a mutual fund with an investment
objective of seeking capital appreciation. This Fund pursues its objective by
investing principally in common stock of large capitalization companies
headquartered in the United States.
Ameristock Focused Value Fund is a mutual fund with an investment objective of
seeking capital appreciation. This Fund pursues its objective by investing
principally in common stock of companies of all sizes headquartered in the
United States.
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
December 26, 2000
TABLE OF CONTENTS
Risk/Return Summary - Ameristock Large
Company Growth Fund ---
Risk/Return Summary - Ameristock Focused
Value Fund ---
Fees and Expenses ---
How to Buy Shares ---
How to Redeem Shares ---
Net Asset Value ---
Investment Management ---
Dividends and Taxes ---
Other Information ---
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<PAGE>
RISK/RETURN SUMMARY - AMERISTOCK LARGE COMPANY GROWTH FUND
Investment Objective
The investment objective of Ameristock Large Company Growth Fund is to seek
capital appreciation.
Principal Investment Strategies
Ameristock Large Company Growth Fund pursues its investment objective
principally by investing in common stock of large capitalization companies
headquartered in the United States. Generally, a large capitalization company is
one with a market capitalization of at least $15 billion.
This Fund emphasizes a "growth" style of investing. In selecting common
stocks, the Fund will seek to invest in companies which the Adviser believes
have the potential for superior long term capital appreciation due to
accelerated earnings or revenue growth. The Fund will sell a stock when the
Fund's investment adviser decides that it no longer meets these investment
criteria.
Under normal conditions, this Fund will invest at least 80% of the value of its
total assets in accordance with the investment strategies described above.
However, the Fund may temporarily invest a lower percentage of its assets in
accordance with such strategies in the event of a domestic or international
event which has significantly disrupted, or in the opinion of the Fund's
investment adviser will materially disrupt, the stock market. If the Fund does
so, the Fund may not achieve its investment objective.
This Fund may engage in active and frequent trading of portfolio securities to
achieve its principal investment strategies, thus resulting in a higher
"portfolio turnover" rate than other mutual funds. A higher portfolio turnover
rate will result in (i) increased brokerage commissions payable by the Fund and
(ii) higher amounts of realized investment gain subject to the payment of taxes
by shareholders, thus adversely affecting the performance of the Fund.
Principal Risks
Investment in Ameristock Large Company Growth Fund is subject to the following
principal risks:
The value of securities in the Fund's portfolio will go up and
down. Consequently, the Fund's share price may decline and you
could lose money.
The stock market is subject to significant fluctuations in
value as a result of political, economic and market
developments. If the stock market declines in value, the Fund
is likely to decline in value.
Because of changes in the financial condition or prospects of
specific companies, the individual stocks selected by the Fund
may decline in value, thereby causing the Fund to decline in
value.
"Growth" stocks generally are more expensive relative to their
earnings or assets than other types of stocks. Consequently,
these stocks are more volatile than other types of stocks. In
particular, growth stocks are very sensitive to changes in
their earnings. Negative developments in this regard could
cause a stock to decline dramatically, resulting in a decrease
in the Fund's share price.
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An investment in the Fund is not a deposit of any bank and is
not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency.
Bar Chart and Performance Table
A bar chart and performance table is not provided since this Fund has not had
annual returns for a full calendar year.
RISK/RETURN SUMMARY - AMERISTOCK FOCUSED VALUE FUND
Investment Objective
The investment objective of Ameristock Focused Value Fund is to seek capital
appreciation.
Principal Investment Strategies
Ameristock Focused Value Fund pursues its investment objective principally by
investing in common stock of companies of all sizes headquartered in the
United States.
This Fund emphasizes a "value" style of investing. For example, shares of
companies with lower ratios of share price to earnings, sales and book value and
higher dividend yields than those of other companies will be considered
attractive investments. This Fund may also invest in companies which the Fund's
investment adviser believes are being undervalued by the securities markets due
to operating losses, litigation or other circumstances which may have depressed
share prices. However, to a lesser extent the Fund may also invest in stocks
experiencing accelerated earnings or revenue growth ("growth stocks") when the
Adviser believes that such stocks are being undervalued by the securities
markets. The Fund will sell a stock when the Fund's investment adviser decides
that it no longer meets these investment criteria.
This Fund also may invest in corporate debt securities of companies
headquarters in the United States which the Adviser believes have the capacity
for capital appreciation, either (i) because such debt securities are currently
trading below par or (ii) because the Adviser believes that interest rates are
about to decline. Such debt securities may be of any maturity and may include
investment grade securities (those rated within the top four categories of
safety according to rating service companies) as well as lower rated securities
(including securities in the lowest categories of safety and even unrated
securities), sometimes referred to as "junk bonds," which have speculative
characteristics. The Fund will sell a corporate debt security when the Adviser
believes that such security is no longer likely to appreciate in value.
<PAGE>
Under normal conditions, this Fund will invest at least 65% of the value of its
total assets in common stock. However, the Fund may temporarily invest a lower
percentage of its assets in accordance with such strategies in the event of a
domestic or international event which has significantly disrupted, or in the
opinion of the Fund's investment adviser will materially disrupt, the stock
market. If the Fund does so, the Fund may not achieve its investment objective.
This Fund may engage in active and frequent trading of portfolio securities to
achieve its principal investment strategies, thus resulting in a higher
"portfolio turnover" rate than other mutual funds. A higher portfolio turnover
rate will result in (i) increased brokerage commissions payable by the Fund and
(ii) higher amounts of realized investment gain subject to the payment of taxes
by shareholders, thus adversely affecting the performance of the Fund.
Principal Risks
Investment in Ameristock Focused Value Fund is subject to the following
principal risks:
The value of securities in the Fund's portfolio will go up and
down. Consequently, the Fund's share price may decline and you
could lose money.
The stock market is subject to significant fluctuations in
value as a result of political, economic and market
developments. If the stock market declines in value, the Fund
is likely to decline in value.
Because of changes in the financial condition or prospects of
specific companies, the individual stocks selected by the Fund
may decline in value, thereby causing the Fund to decline in
value.
While this Fund invests in both smaller and larger companies,
the smaller companies in which this Fund invests are
especially sensitive to the factors described above due to
certain characteristics of smaller companies such as absence
of depth of management, insufficient funds necessary for
growth or potential development and limited product or credit
lines. Therefore, smaller companies may be subject to greater
share price fluctuations than other companies. Also,
securities of these smaller companies are often less liquid,
thus possibly limiting the ability of this Fund to dispose of
such securities when the Adviser deems it desirable to do so.
As a result of these factors, securities of these smaller
companies may expose shareholders of this Fund to above
average risk.
There is no assurance that the Fund's "value" style of
investing will achieve its desired result. In fact, the Fund
may decline in value as a result of emphasizing this style of
investing.
"Growth" stocks generally are more expensive relative to their
earnings or assets than other types of stocks. Consequently,
these stocks are more volatile than other types of stocks. In
particular, growth stocks are very sensitive to changes in
their earnings. Negative developments in this regard could
cause a stock to decline dramatically, resulting in a decrease
in the Fund's share price.
<PAGE>
This Fund's portfolio will also be exposed to the following
additional risks in connection with its investments in
corporate debt securities:
- Prices of debt securities rise and fall in response
to interest rate changes for similar securities.
Generally, when interest rates rise, prices of debt
securities fall. Prices of debt securities having
longer maturities are particularly susceptible to
increasing interest rates. The net asset value of
this Fund may decrease during periods of rising
interest rates.
<PAGE>
- An issuer of debt securities may default (fail to
repay interest and principal when due). If an issuer
defaults or the risk of such default is perceived to
have increased, this Fund will lose all or part of
its investment. The net asset value of the Fund may
fall during periods of economic downturn when such
defaults or risk of defaults increase.
- Securities rated below investment grade, also known
as junk bonds, generally entail greater risks than
investment grade securities. For example, their
prices are more volatile, their values are more
negatively impacted by economic downturns, and their
trading market may be more limited.
This Fund is a "non-diversified" fund. The Fund is considered
"non-diversified" because, compared to other funds, a higher
percentage of the Fund's assets may be invested in the shares
of a limited number of companies. The Fund's portfolio
securities, therefore, may be more susceptible to a decline in
value as a result of any single economic, political, or
regulatory occurrence than the portfolio securities of a
"diversified" fund.
An investment in the Fund is not a deposit of any bank and is
not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency.
Bar Chart and Performance Table
A bar chart and performance table is not provided since this Fund has not had
annual returns for a full calendar year.
<PAGE>
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of either Fund.
Shareholder Fees (fees paid directly from your investment)
Large Company Focused Value
Growth Fund Fund
Maximum Sales Charge (Load) Imposed on Purchases None None
Maximum Deferred Sales Charge (Load) None None
Redemption Fee None 1.00%*
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Large Company Focused Value
Growth Fund Fund
Management Fees 1.00%** 1.35%**
Distribution (12b-1) Fees 0.00% 0.00%
Other Expenses 0.00%*** 0.00%***
Total Annual Fund Operating Expenses 1.00% 1.35%
*Payable only if shares redeemed within 3 years of purchase.
**The Fund's Investment Adviser has contractually agreed to pay all
operating expenses of each Fund except for brokerage, taxes, interest
and extraordinary expenses.
***"Other Expenses" are based on estimates for the current fiscal year.
Example: This Example is intended to help you compare the cost of investing in
either Fund with the cost of investing in other mutual funds. The Example
assumes that you invest $10,000 in a Fund for the time periods indicated and
then redeem all of your shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year, that all dividends and
distributions are reinvested 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:
1 year 3 years
Large Company Growth Fund $102 $318
Focused Value Fund $237 $528
HOW TO BUY SHARES
Shares of each Fund are purchased at the net asset value per share (as described
in "Net Asset Value" below) next determined after receipt by the Fund's Transfer
Agent of your investment in proper form as described below. There are no sales
charges. The minimum initial investment is $1,000 and minimum subsequent
investments (excluding reinvestments of dividends and capital gains) is $100.
<PAGE>
To purchase shares, complete and sign the Application to Buy Shares (or
investment stub in the case of a subsequent purchase) and mail it, together with
your check payable to Ameristock Large Company Growth Fund or Ameristock Focused
Value Fund, to:
Mutual Shareholder Services
1301 East Ninth Street, Suite 1005
Cleveland, Ohio 44114
To purchase shares by wire, transmit funds to:
Firstar Bank, N.A.
Cinti/Trust
ABA#: 0420-0001-3
F/F/C Account No.
Ameristock Mutual Fund
DDA (Star Bank Trust)
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Your investment will be considered to be in "proper form" if it includes a check
or wire funds transmission together with a completed Application to Buy Shares
or (in the case of a subsequent purchase) a completed investment stub from a
previous purchase or sale confirmation.
Each investment in a 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.
You may purchase or sell Fund shares through a broker-dealer, bank or other
financial institution, or an organization that provides recordkeeping and
consulting services to 401(k) plans or other employee benefit plans (a
"Processing Organization"). Processing Organizations may charge you a fee for
this service and may require different minimum initial and subsequent
investments than the Fund. Processing Organizations may also impose other
charges or restrictions different from those applicable to shareholders who
invest in the Fund directly. Therefore, it may cost more for you to purchase
shares through a Processing Organization than to purchase shares directly from
the Fund. A Processing Organization, rather than its customers, may be the
shareholder of record of your shares. Neither Fund is responsible for the
failure of any Processing Organization to carry out its obligations to its
customers. Certain Processing Organizations may receive compensation from
Ameristock Corporation.
Each Fund reserves the right not to accept purchase orders under circumstances
or in amounts considered disadvantageous to existing shareholders.
<PAGE>
HOW TO REDEEM SHARES
General
You may redeem (sell) your shares at any time. Each Fund makes payment by check
for the shares redeemed within seven days after it receives a properly completed
redemption request (in accordance with the procedures described in "Redemption
by Mail" or "Redemption by Telephone," below), except as described below. The
redemption price per share is the net asset value determined as described under
"Net Asset Value", less any applicable redemption fee as described below under
"Redemption Fee". Because net asset value fluctuates, the amount received upon
redemption may be more or less than the amount paid for the shares.
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
instructions 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 $20.00 fee for each payment made by wire of
redemption proceeds, which fee will be deducted from the investor's account.
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.
Redemption proceeds may be paid in whole or in part in securities or other
property rather than in cash.
Each Fund reserves the right to suspend or postpone redemptions during any
period: (i) when trading on the New York Stock Exchange is restricted, (ii)
when, as a result of an emergency, it is not reasonably practicable for the Fund
to dispose of, or determine the fair market value of, its net assets or (iii) as
the Securities and Exchange Commission may by order permit for the protection of
shareholders of the Fund. 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 shareholder that unless the account 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 shareholder.
Redemption Fee - Ameristock Focused Value Fund
A redemption fee of 1% payable to and retained by Ameristock Focused Value Fund
is imposed on any redemption of shares within three years of the date of
purchase. The 1% fee is imposed on the net asset value of the redeemed shares at
the time of purchase. No redemption fee will be imposed on shares acquired
through reinvestment of dividends or capital gain distributions or on increases
in the net asset value of an investor's shares above the net asset value at the
time of purchase.
In determining whether a redemption fee is applicable to a redemption, the
calculation will be made in a manner that results the lowest possible rate. It
will be assumed that the redemption is made first of amounts representing shares
acquired pursuant to the reinvestment of dividends and distributions; then of
amounts representing the increase in net asset value of shares above the total
amount of payments for the purchase of shares made during the preceding year;
then of amounts representing shares purchased more than three years prior to the
redemption; and finally, of amounts representing the cost of shares purchased
within three years prior to the redemption.
<PAGE>
No redemption fees are payable by shareholders of Ameristock Large Company
Growth Fund.
Redemption by Mail
Each Fund will redeem all or any part of shares owned upon written request
delivered to the Fund at:
Ameristock Mutual Funds
Mutual Shareholder Services
1301 East Ninth Street, Suite 1005
Cleveland, Ohio 44114
The redemption request must:
1. Include your name and account number.
2. Specify the name of the Fund from which shares are to be
redeemed.
3. Specify the number of shares or dollar amount to be redeemed,
if less than all shares are to be redeemed.
4. Be signed by all owners exactly as their names appear on the
account.
5. Include a 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 directors authorizing the officer to so act must
be furnished.
Redemption by Telephone
You may redeem shares by telephone by calling either Fund at (800) 394-5064. In
order to use 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 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.
<PAGE>
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.
NET ASSET VALUE
Net asset value per share is determined as of the close of regular trading on
the floor of the New York Stock Exchange (currently 4:00 p.m., New York time) on
each business day. The net asset value per share of a Fund is computed by
dividing the value of such Fund's net assets by the total number of shares of
such Fund outstanding. The Fund's investments are valued primarily on the basis
of market quotations.
Each Fund may invest in portfolio securities that are primarily listed on
foreign exchanges that trade on weekends or other days when such Fund does not
price its shares. As a result, each Fund's net asset value may change on days
when shareholders will not be able to purchase or redeem such Fund's shares.
INVESTMENT MANAGEMENT
Each Fund has retained as its investment adviser Ameristock Corporation (the
"Adviser"), an investment management organization. Since 1995, the Adviser has
acted as the investment adviser to Ameristock Mutual Fund, Inc., another mutual
fund. The Adviser manages the investments of each Fund and is responsible for
the overall management of the business affairs of the Fund. The Adviser's
address is P.O. Box 6919, Moraga, California 94570.
As compensation for its services the Adviser receives an annual fee of 1% of
Ameristock Large Company Growth Fund's average net assets and 1.35% of
Ameristock Focused Value Fund's average net assets. The Adviser pays all of the
operating expenses of each Fund except for brokerage, taxes, interest and
extraordinary expenses.
The portfolio managers of Ameristock Large Company Growth Fund are Andrew Ngim
and Robert Nguyen. Mr. Ngim has been a Managing Director of Ameristock
Corporation since 1999 and was a benefits consultant with PriceWaterhouseCoopers
from 1994 to 1999. Previously, he was employed as a stockbroker and stock
analyst with a regional investment banking firm and as an investment consultant
with a third party pension administrator. Mr. Nguyen has been a Managing
Principal of Ameristock Corporation since 2000 and from 1995 to 1999 was an
institutional specialist at Charles Schwab and Co., Inc. Previously, Mr. Nguyen
was an equity portfolio manager with Bank of America and a stockbroker and stock
analyst with Morgan Stanley Dean Witter.
The portfolio managers of Ameristock Focused Value Fund are Nicholas D. Gerber
and Howard Mah. Mr. Gerber has been the Chairman and portfolio manager of
Ameristock Mutual Fund, Inc. since its incorporation in 1995 and previously was
an equity portfolio manager with Bank of America. Mr. Mah has been a tax and
financial consultant in private practice since 1995 and has been a portfolio
manager for the Adviser since joining the Adviser on December 26, 2000.
<PAGE>
DIVIDENDS AND TAXES
Each Fund declares and pays any dividends annually to shareholders. Dividends
are paid to all shareholders invested in such Fund as of the record date. The
record date is the date on which a shareholder must officially own shares in
order to earn a dividend.
In addition, each Fund pays any capital gains at least annually. Your dividends
and capital gains distributions will be automatically reinvested in additional
shares, unless you elect cash payments on the Application to Buy Shares.
If you purchase shares just before a Fund declares a dividend or capital gain
distribution, you will pay the full price for the shares and then receive a
portion of the price back in the form of a distribution, whether or not you
reinvest the distribution in shares. Therefore, you should consider the tax
implications of purchasing shares shortly before the Fund declares a dividend or
capital gain. Contact your investment professional or the Fund for information
concerning when dividends and capital gains will be paid.
Each Fund sends an annual statement of your account activity to assist you in
completing your federal, state and local tax returns. Fund distributions of
dividends and capital gains are taxable to you whether paid in cash or
reinvested in the Fund. Dividends are taxable as ordinary income; capital gains
are taxable at different rates depending upon the length of time the Fund holds
its assets.
Fund distributions may be both dividends and capital gains. Generally,
distributions from each Fund are expected to be primarily capital gains
distributions. Redemptions are taxable sales. Please consult your tax adviser
regarding your federal, state and local tax liability.
OTHER INFORMATION
Firstar Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45201 has been retained
to act as the custodian of each Fund's investments.
Maxus Information Systems (dba Mutual Shareholder Services) 1301 East Ninth
Street, Suite 1005, Cleveland, Ohio 44114, is the transfer agent and dividend
paying agent of each Fund.
McCurdy & Associates CPA's, Inc., 27955 Clemens Road, Westlake, Ohio 44145, has
been selected to serve as independent certified public accountants of each Fund
and, as such, audits the annual financial statements of each Fund.
McDonald, Hopkins, Burke & Haber Co., L.P.A., 2100 Bank One Center, 600 Superior
Avenue, East, Cleveland, OH 44114-2653, is legal counsel to each Fund and the
Adviser.
<PAGE>
AMERISTOCK LARGE COMPANY GROWTH FUND
AMERISTOCK FOCUSED VALUE FUND
A Statement of Additional Information ("SAI") dated December 26, 2000 is
incorporated by reference into this prospectus. Additional information about
each Fund's investments is available in the Fund's annual and semi-annual
reports to shareholders. The annual report discusses market conditions and
investment strategies that significantly affected each Fund's performance during
its last fiscal year. To obtain the SAI, the annual report, semi-annual report
and other information without charge and to make shareholder inquires, call
either Fund at (800) 394-5064 or visit the Fund's Internet site at
http://www.ameristock.com.
Information about each Fund (including the SAI) can be reviewed and copied at
the Public Reference Room of the Securities and Exchange Commission in
Washington, D.C. Reports and other information about the Fund are available on
the Commission's Internet site at http://www.sec.gov and copies of this
information may be obtained, upon payment of a duplicating fee, by writing the
Public Reference Section of the Commission, Washington, D.C. 20549-0102 or by
electronic request at the following E-mail address: [email protected]. You can
call 202-942-8090 for information on the Public Reference Room's operations and
copying charges.
Ameristock Mutual Funds
P.O. Box 6919
Moraga, California 94570
Investment Adviser
Ameristock Corporation
P.O. Box 6919
Moraga, California 94570
Custodian
Firstar Bank, N.A.
Cincinnati, OH
Transfer Agent
Mutual Shareholder Services
Cleveland, Ohio
Legal Counsel
McDonald, Hopkins, Burke & Haber Co., L.P.A.
Cleveland, Ohio
Independent Auditor
McCurdy & Associates CPAs, Inc.
Westlake, Ohio
Investment Company Act File No. 811-10141
<PAGE>
APPLICATION TO BUY SHARES
Please check one of the following boxes:
Ameristock Large Company Growth Fund
Ameristock Focused Value Fund
Mail to: Minimum Investments:
Ameristock Mutual Funds Initial: $1,000
1301 East Ninth Street Subsequent: $ 100
Suite 1005
Cleveland, OH 44114
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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.
This investment represents an:
Initial investment payable to: Ameristock Large Company Growth Fund or
---- Ameristock Focused Value Fund: Amount $
--------
Investment wired to account: Amount $
---- --------
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.
----
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.
<PAGE>
* If this statement is not true and you are subject to backup withholding, cross
out Section 2. I/We, the undersigned, have received a copy of the current
Prospectus of the Ameristock Large Company Growth Fund/Ameristock Focused Value
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 Transfer Agent, if the
application is accepted. This application cannot be processed unless accompanied
by payment.
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Signature of Owner /Date
<PAGE>
AMERISTOCK LARGE COMPANY GROWTH FUND
AMERISTOCK FOCUSED VALUE FUND
STATEMENT OF ADDITIONAL INFORMATION
December 26, 2000
This Statement of Additional Information is not a prospectus and should be read
in conjunction with the Prospectus of the Ameristock Large Company Growth Fund
and Ameristock Focused Value Fund (each "Fund" and collectively, the "Funds")
dated December 26, 2000. To obtain a copy of the Prospectus, without charge,
please write to the Funds at P.O. Box 6919, Moraga, CA 94570 or call (800)
394-5064.
TABLE OF CONTENTS
Investments and Risks 1
Management Agreement 6
Management of the Fund 7
Ownership of Shares 8
Portfolio Turnover 8
Portfolio Transactions and Brokerage 8
Share Redemptions 8
Taxation of the Fund 9
Performance Information 9
Additional Information 11
INVESTMENTS AND RISKS
Classification
Ameristock Large Company Growth Fund is a diversified, open-end management
investment company. Ameristock Focused Value Fund is a non-diversified, open-end
management investment company.
Information on Each Fund's Investments
Each Fund has an investment objective of seeking capital appreciation. The
principal investment strategies used by each Fund to pursue this objective,
together with the principal risks of investing in each Fund, are described in
the Prospectus under the headings "Risk/Return Summary - Ameristock Large
Company Growth Fund" and "Risk/Return Summary - Ameristock Focused Value Fund".
Described below are (i) certain other investment strategies (including
strategies to invest in particular types of securities) which are not principal
strategies and (ii) the risks of those strategies:
Convertible Securities. Each Fund may invest in securities convertible into
common or preferred stock. Such securities allow the holder to convert the
securities into another specified security of the same issuer at a specified
conversion ratio at some specified future date or period. The market value of
convertible securities generally includes a premium that reflects the conversion
right. To the extent that any convertible security remains unconverted after the
expiration of the conversion period, the market value will fall to the extent
represented by that premium.
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Preferred Stocks. In selecting preferred stocks, the Investment Advisor will use
its selection criteria for either common stocks or debt securities, depending on
the Investment Advisor's determination as to how the particular issue should be
viewed, based, among other things, upon the terms of the preferred stock and
where it fits in the issuer's capital structure. Preferred stocks are usually
entitled to rights on liquidation which are senior to those of common stocks.
For these reasons, preferred stocks generally entail less risk than common
stocks of the same issuer. Such securities may pay cumulative dividends. Because
the dividend rate is pre-established, and as they are senior to common stocks,
such securities tend to have less possibility of capital appreciation.
Securities Lending. Securities lending allows each Fund to retain ownership of
the securities loaned out and, at the same time, to earn additional income. Each
Fund may lend its portfolio securities constituting up to 30% of its net assets.
Since there may be delays in the recovery of loaned securities, or even a loss
of rights in collateral supplied should the borrower fail financially, loans
will only be made 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 Adviser to be of equivalent
quality. Furthermore, securities will only be lent if, in the judgement of the
Investment Adviser, the consideration to be earned from such loans justify the
risk.
Cash received through loan transactions may be invested in any security in which
the Fund is authorized to invest. Investing this cash subjects that investment,
as well as the security loaned, to market forces (i.e., capital appreciation or
depreciation).
Risks of securities lending are (i) loss of rights in the loaned securities
should the borrower fail financially and (ii) investment losses on the loaned
securities.
Illiquid Investments. Illiquid investments are investments that cannot be sold
or disposed of in the ordinary course of business at approximately the prices at
which they are valued. Under the supervision of the Board of Trustees, the
Investment Adviser determines the liquidity of each Fund's investments and,
through reports from the Investment Adviser, the Board of Trustees monitors
investments in illiquid instruments. In determining the liquidity of the Fund's
investments, the Investment Adviser may consider various factors, including (i)
the frequency of trades and quotations, (ii) the number of dealers and
prospective purchasers in the marketplace, (iii) dealer undertakings to make a
market, (iv) the nature of the security (including any demand or tender
features), and (v) the nature of the marketplace for trades (including the
ability to assign or offset the Fund's rights and obligations relating to the
investment). The Fund may not invest in securities or other assets that the
Board of Trustees determines to be illiquid if more than 15% of the Fund's net
assets would be invested in such securities.
Foreign Exposure. Each Fund may invest in (i) stocks of U.S. headquartered
companies having substantial foreign operations or (ii) foreign stocks. These
stocks involve certain inherent risks that are different from those of other
companies, including political or economic instability of the foreign country or
countries, diplomatic developments which could affect U.S. investments in those
countries, changes in foreign currency and exchange rates and the possibility of
adverse changes in investment or exchange control regulations. As a result of
these and other factors, these stocks may be subject to greater price
fluctuations than securities of other companies.
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Options. An option on a security is a contract that permits the purchaser of the
option, in return for the premium paid, the right to buy a specified security or
index (in the case of a call option) or to sell a specified security or index
(in the case of a put option) from or to the writer of the option at a
designated price during the term of the option. An option on a securities index
permits the purchaser of the option, in return for the premium paid, the right
to receive from the seller cash equal to the difference between the closing
price of the index and the exercise price of the option. The gain or loss on an
option on an index depends on price movements in the instruments making up the
market, market segment, industry or other composite on which the underlying
index is based, rather than price movements in individual securities, as is the
case with respect to options on securities. Each Fund may write a call or put
option only if the option is "covered". This means so long as the Fund is
obligated as the writer of a call option, it will hold the underlying security
subject to the call, or hold a call at the same or lower exercise price, for the
same exercise period, and on the same securities as on the written call. A put
is covered if the Fund maintains liquid assets with a value equal to the
exercise price in a segregated account, or holds a put on the same underlying
securities at an equal or greater exercise price. Put options and call options
typically have similar structural characteristics and operational mechanics
regardless of the underlying instruments on which they are purchased or sold.
A Fund's purchase of a put option on a security might be designated to protect
its holdings in the underlying instrument (or, in some cases a similar
instrument) against substantial declines in the market value by giving the Fund
the right to sell such instrument at the option exercise price. A Fund's
purchase of a call option on a security or index might be intended to protect
the Fund against an increase in the price of the underlying instrument that it
intends to purchase in the future by fixing the price at which it may purchase
such instrument. If a Fund sells a call option, the premium that it receives may
serve as a partial hedge, to the extent of the option premium, against a
decrease in the value of the underlying securities or instruments in its
portfolio or will increase the Fund's income. The sale of put options can also
provide income.
The value of the underlying securities on which the options may be written at
any one time will not exceed 15% of either Fund's total assets. A 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.
Even though a Fund will receive the option premium to help protect it against a
loss, a call sold by the Fund exposes the Fund during the term of the option to
possible loss of opportunity to realize appreciation in the market price of the
underlying security or instrument and may require the Fund to hold a security or
instrument which it might otherwise have sold.
A Fund's ability to close out its position as a purchaser or seller of a put or
call option is dependent, in part, upon the liquidity of the option market.
Among the possible reasons for the absence of a liquid option market on an
exchange are: (i) insufficient trading interest in certain options; (ii)
restrictions on transactions imposed by an exchange; (iii) trading halts,
suspensions or other restrictions imposed with respect to particular classes or
series of options or underlying securities including reaching daily price
limits; (iv) interruption of the normal operations of an exchange; (v)
inadequacy of the facilities of an exchange to handle current trading volume; or
(vi) a decision by one or more exchanges to discontinue the trading of options
(or a particular class or series of options), in which event the relevant market
for that option on that exchange would cease to exist, although outstanding
options on that exchange would generally continue to be exercisable in
accordance with their terms. The hours of trading for listed options may not
coincide with the hours during which the underlying financial instruments are
traded. To the extent that the option markets close before the markets for the
underlying instruments, significant price and rate movements can take place in
the underlying markets that cannot be reflected in the options markets.
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Futures. Each Fund's use of options and financial futures thereon will in all
cases be consistent with applicable regulatory requirements and in particular
the rules and regulations of the Commodity Futures Trading Commission and will
be entered into only for bona fide hedging, risk management, or other portfolio
management purposes. Typically, maintaining a futures contract requires the Fund
to deposit with a financial intermediary as security for its obligations an
amount of cash or other specified asset (initial margin) which is typically 1%
to 10% of the face amount of the contract (but may be higher in some
circumstances). Additional cash or assets (variation or maintenance margin) may
be required to be deposited thereafter on a daily basis as the mark to market
value of the contract fluctuates. The purchase of an option on a futures
involves payment of a premium for the option without any further obligation on
the part of the Fund. If the Fund exercises an option on a futures contract it
will be obligated to post initial margin (and potential variation or maintenance
margin) for the resulting futures position just as it would for any position.
Futures contracts and options thereon are generally settled by entering into
offsetting transactions but there can be no assurance that the position can be
offset prior to settlement at an advantageous price, not that delivery will
occur.
A Fund will not enter into a futures contract or related option (except for
closing transactions) if, immediately thereafter, the value of the face amount
of the open futures contracts and options thereon would exceed 25% of the Fund's
total assets.
There can be no assurance that a liquid market will exist at a time when a Fund
seeks to close out a futures or futures option position. The Fund would be
exposed to possible loss on the position during the interval of inability to
close, and would continue to be required to meet margin requirements until the
position was closed, which could result in a decrease in the Fund's net asset
value. The liquidity of a secondary market in a futures contract may be
adversely affected by "daily price fluctuation limits" established by commodity
exchanges which limit the amount of fluctuation in a futures contract price
during a single trading day. Once the daily limit has been reached in the
contract, no trades may be entered into at a price beyond the limit, thus
preventing the liquidation of open futures positions. The trading of futures
contracts is also subject to the risk of trading halts, suspensions, exchange or
clearing house equipment failures, government intervention, insolvency of a
brokerage firm or clearing house or other disruption or normal trading activity,
which could at times make it difficult or impossible to liquidate existing
positions or to recover excess variation margin payments.
Segregated Accounts. Futures contracts, options, and options on futures
contracts require a Fund to segregate liquid high grade assets with its
custodian to the extent Fund obligations are not otherwise "covered" through
ownership of the underlying security, or financial instrument. In general,
either the full amount of any obligation by the Fund to pay or deliver
securities or assets must be covered at all times by the securities, or
instruments required to be delivered, or, subject to any regulatory
restrictions, an amount of cash or liquid high grade securities at least equal
to the current amount of the obligation must be segregated with the custodian.
The segregated assets cannot be sold or transferred unless equivalent assets are
substituted in their place or it is no longer necessary to segregate them.
Fixed Income Securities. Each Fund may invest in fixed income securities
(corporate debt securities, bank certificates of deposit, bank checking account,
and U.S. Government and Agency obligations). All of Ameristock Large Company
Growth 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 Adviser to be of comparable
quality. Fixed income securities prices fluctuate inversely with interest rate
movements. Other fixed income risk factors include default risk.
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High-Yield Securities - Ameristock Focused Value Fund. Ameristock Focused Value
Fund may, from time to time, invest in lower-rated securities (rated BBB or
lower by Standard & Poor's Corporation Rating Service) or in unrated securities,
when, in the view of the Adviser, such investments are consistent with the
Fund's investment objective. Certain risk factors that investors should
recognize as being associated with the Adviser's discretion to invest in such
securities are set forth below.
In general, when interest rates decline, the value of fixed income securities
can be expected to rise. Conversely, when interest rates rise, the value of
fixed income securities can be expected to decline. Prices of lower-rated
securities (also sometimes referred to as "high-yield" securities) have been
found to be less sensitive to interest rate changes than higher-rated
investments, but more sensitive to adverse economic changes or individual
corporate developments. In addition, periods of economic uncertainty and changes
can be expected to result in increased volatility of market prices of
lower-rated securities.
The values of lower-rated securities tend to reflect individual corporate
developments to a greater extent than higher-rated securities, which react
primarily to fluctuations in the general level of interest rates. Further,
securities rated BB or lower by Standard & Poor's are below investment grade and
are considered, on balance, to be predominantly speculative with respect to
capacity to pay interest and repay principal in accordance with the terms of the
obligation and will generally involve more credit risk than securities in the
higher rating categories. In some cases, such securities are subordinated to the
prior payment of senior indebtedness, thus potentially limiting the Fund's
ability to receive payments when senior securities are in default or to recover
full principal. Many issuers of lower-rated corporate debt securities are
substantially leveraged, which may impair their ability to meet debt service
obligations. Also, during an economic downturn or substantial period of rising
interest rates, highly leveraged issuers may experience financial stress which
would adversely affect their ability to service their principal and interest
payment obligations, to meet projected business goals, and to obtain additional
financing. Upon any default, the Fund may incur additional expenses to the
extent it is required to seek recovery of the payment of principal or interest
on the relevant portfolio holding.
In addition, lower-rated securities may tend to trade in markets that are
relatively less liquid than the market for higher rated securities. It is thus
possible that the Fund's ability to dispose of such securities, when its
investment adviser deems it desirable to do so, may be limited. The lack of a
liquid secondary market may also have an adverse impact on market price and the
Fund's ability to dispose of particular issues when necessary to met the Fund's
liquidity needs or in response to a specific economic event, such as a
deterioration in the creditworthiness of the issuer. In addition, a less liquid
market may interfere with the ability of the Fund to accurately value
lower-rated securities and, consequently, value the Fund's assets. Furthermore,
adverse publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the values and liquidity of lower-rated securities,
especially in a thinly-traded market.
The market for "high-yield" fixed-income securities has not weathered a major
economic recession and it is unknown what effect a recession might have on such
securities. It is likely, however, that any such recession could severely
disrupt the market for such securities and may have an adverse impact on the
value of such securities. In addition, it is likely that any such economic
downturn would adversely affect the ability of the issuers of such securities to
repay principal and pay interest thereon.
Standard & Poor's Corporation ("S&P") is a private service that provides rates
of the credit quality of debt obligations. These ratings represents S&P's
opinion as to the quality of the securities that they undertake to rate. It
should be emphasized, however, that ratings are general and are not absolute
standards of quality. Consequently, securities with the same maturity, interest
rate and rating may have different market prices. Subsequent to its purchase by
the Fund, an issue of securities may cease to be rated or its ratings may be
reduced.
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Other Investment Companies. Each Fund may invest in securities issued by other
investment companies within the limits prescribed by the Investment Company Act
of 1940. Each 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. To the extent that a Fund
invests in other investment companies, an investor in the Fund will bear not
only his proportionate share of the expenses of the Fund but also indirectly
similar expenses of the underlying investment companies in which the Fund
invests. These expenses consist of advisory fees, expenses related to the
distribution of shares, brokerage commissions, accounting, pricing and custody
expenses, printing, legal and audit expenses and other miscellaneous expenses.
Policies
Unless otherwise noted, whenever an investment policy states a maximum
percentage of either Fund's assets that may be invested in any security or other
asset, or sets forth a policy regarding quality standards, such a standard or
percentage will be determined immediately after and as a result of such Fund's
acquisition of such security or other asset. Accordingly, any subsequent change
in values, net assets, or other circumstances will not be considered when
determining whether the investment complies with such Fund's investment
objectives and policies.
Each Fund's fundamental investment policies cannot be changed without approval
by a "majority of the outstanding voting securities" (as defined in the
Investment Company Act of 1940) of the Fund. The following are each Fund's
fundamental investment policies set forth in their entirety. The Fund may not:
1. purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities) if, as a result, more than 25%
of the Fund's total assets would be invested in the securities
of companies whose principal business activities are in the
same industry;
2. purchase the securities of any issuer if such purchase, at the
time thereof, would cause the Fund to fail to satisfy the
requirements of the Internal Revenue Code Section 851(b)(3)
(or any successor provision), as amended;
3. issue senior securities, except as permitted under the
Investment Company Act of 1940, the rules and regulations
promulgated thereunder or interpretations of the Securities
and Exchange Commission or its staff;
4. borrow money, except that the Fund may borrow money for
temporary or emergency purposes (not for leveraging or
investment) provided that immediately after such borrowing,
the Fund has asset coverage (as defined in the Investment
Company Act of 1940) of at least 300%;
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5. act as an underwriter of securities issued by others, except
to the extent the Fund may be deemed to be an underwriter in
connection with the disposition of portfolio securities;
6. invest in securities or other assets that the Board of
Trustees determines to be illiquid if more than 15% of the
Fund's net assets would be invested in such securities;
7. (a) purchase or sell physical commodities unless acquired as a
result of ownership of securities or other instruments (but
this shall not prevent the Fund from purchasing or selling
options and futures contracts or from investing in securities
or other instruments backed by physical commodities), (b)
invest in oil, gas, or mineral exploration or development
programs or leases, or (c) purchase securities on margin.
8. purchase or sell real estate or make real estate mortgage
loans or invest in real estate limited partnerships, except
that the Fund may purchase and sell securities issued by
entities engaged in the real estate industry or instruments
backed by real estate.
9. 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.
In addition, it is a fundamental investment policy of Ameristock Large Company
Growth Fund to satisfy the requirements for classification of such Fund as a
"diversified" management company within the meaning of the Investment Company
Act of 1940.
The foregoing restrictions, as well as each Fund's investment objective of
seeking capital appreciation, are fundamental policies that may not be changed
without the approval of a majority of the applicable Fund's outstanding voting
securities. A majority of a Fund's outstanding voting securities means the
lesser of (a) more than 50% of the Fund's outstanding voting securities or (b)
67% or more of the voting securities present at a meeting at which more than 50%
of the outstanding voting securities are present or represented by proxy.
MANAGEMENT AGREEMENT
Each Fund employs the Investment Adviser to furnish advisory and other services.
Under the Investment Adviser's contract with each Fund, the Investment Adviser
acts as Investment Adviser and, subject to the supervision of the Board of
Trustees, directs the investments of the Fund in accordance with the Fund's
investment objective, policies, and limitations. The Investment Adviser also
provides the Fund with all necessary office facilities and personnel for
servicing the Fund's investments, and compensates all officers of the Fund, all
Trustees who are "interested persons" of the Fund or the Investment Adviser, and
all personnel of the Fund or of the Investment Adviser performing services
relating to research, statistical, and investment activities.
In addition, the Investment Adviser, subject to the supervision of the Board of
Trustees, provides the management and administration services necessary for the
operation of the Fund. These services include providing facilities for
maintaining the Fund's organization; supervising relations with custodians,
transfer and pricing agents, accountants, underwriters, and other persons
dealing with the Fund; preparing all general shareholder communications and
conducting shareholder relations; maintaining the Fund's records and the
registration of the Fund's shares under federal and state law; developing
management and shareholder services for the Fund; and furnishing reports,
evaluations, and analysis on a variety of subjects to the Board of Trustees.
<PAGE>
The Adviser pays all operating expenses of each Fund except for brokerage,
taxes, interest, and extraordinary expenses (including, without limitation,
litigation and indemnification costs and expenses).
For the services of the Investment Adviser, each Fund pays as compensation a
fee, accrued daily and payable monthly, at an annual rate of 1.00% of Ameristock
Large Company Growth Fund's average net assets and 1.35% of Ameristock Focused
Value Fund's average net assets.
MANAGEMENT OF THE FUND
The Trustees and Officers of the Fund, their business addresses and their
principal occupations during the past five years are set forth below. Those
Trustees who are "interested persons" (as defined in the Investment Company Act
of 1940) by virtue of their affiliation with the Investment Adviser are
indicated by an asterisk (*).
<TABLE>
<CAPTION>
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Name and Business Address Age Position Held with Fund Principal Occupation for Last Five
Years
<S> <C> <C> <C>
====================================================================================================================
Nicholas D. Gerber* (38) Chairman, President, Treasurer and President Ameristock Corporation,
P.O. Box 6919 Trustee Portfolio Manager of the Fund.
Moraga, CA 94570 Portfolio Manager with Bank of America
helping to manage over $250 million
in commingled and mutual fund accounts
(1993-1995).
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==============================----------------------------------------------========================================
Stephen J. Marsh (47) Trustee Vice-President with FMV Opinions, Inc.
P.O. Box 6919 (1998-Present). Managing Director,
Moraga, CA 94570 The Mentor Group (1991-1998).
==============================----------------------------------------------========================================
==============================----------------------------------------------========================================
Alev Efendioglu, PhD. (58) Trustee Professor of Management and Small
P.O. Box 6919 Business Institute Director, McLaren
Moraga, CA 94570 School of Business, University of San
Francisco (1977-Present).
====================================================================================================================
====================================================================================================================
</TABLE>
The Trustees of the Fund who are employees or Trustees of the Investment Adviser
receive no compensation from the Fund. Each of the other Trustees is paid an
annual retainer of $1.00 and is reimbursed for the expenses of attending
meetings.
Each Fund and the Investment Adviser have adopted a Code of Ethics under Rule
17j-1 of the Investment Company Act of 1940. The Code of Ethics permits
personnel subject to the Code to invest in securities that may be purchased or
held by the Fund, except that each such person may not purchase or sell any
security which, to his actual knowledge at the time of such purchase or sale (a)
is being considered for purchase or sale by the Fund or (b) is being purchased
or sold by the Fund.
OWNERSHIP OF SHARES
The only person known by the Funds to be holders of record or beneficially of 5%
or more of the shares of either Fund as of November 3, 2000 was Ameristock
Corporation, which owned 100% of the shares of each Fund.
As of November 3, 2000, all Officers and Trustees as a group beneficially owned
100% of the outstanding shares of each Fund. The shares of each Fund owned by
Ameristock Corporation are deemed to be beneficially owned by Nicholas D.
Gerber, Chairman of the Fund and the President and majority shareholder of
Ameristock Corporation.
<PAGE>
PORTFOLIO TURNOVER
While it is difficult to predict, the Investment Adviser expects that the annual
portfolio turnover rate will not exceed 100% for Ameristock Large Company Growth
Fund and 200% for Ameristock Focused Value Fund. A greater rate may be
experienced during periods of marketplace volatility which necessitates more
active trading. A higher portfolio turnover rate involves greater transaction
costs to the Fund and may result in the realization of net capital gains which
would be taxable to shareholders when distributed.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to the supervision of the Board of Trustees, decisions to buy and sell
securities for each Fund and negotiation of its brokerage commission rate are
made by the Investment Adviser. Transactions on United States stock exchanges
involve the payment by the Fund of negotiated brokerage commissions. There is
generally no stated commission in the case of securities traded in the
over-the-counter market but the price paid by the Fund usually includes an
undisclosed dealer commission or mark-up. In certain instances, the Fund may
make purchases of underwritten issues at prices which include underwriting fees.
In selecting a broker to execute each transaction, the Investment Adviser will
take the following into consideration: the best net price available; the
reliability, integrity and financial condition of the broker; the size and
difficulty in executing the order; and the value of the expected contribution of
the broker to the investment performance of the Fund on a continuing basis.
Accordingly, the cost of the brokerage commissions to the Fund in any
transaction may be greater than that available from other brokers if the
difference is reasonably justified, determined in good faith by the Investment
Adviser, by other aspects of the portfolio execution services offered such as
research, economic data, and statistical information about companies and
industries, non-inclusive.
SHARE REDEMPTIONS
The right of redemption may be suspended, or the date of payment postponed
beyond the normal seven-day period by each Fund, under the following conditions
authorized by the 1940 Act: (1) for any period (a) during which the New York
Stock Exchange is closed, other than customary weekend and holiday closing, or
(b) during which trading on the New York Stock Exchange is restricted; for any
period during which an emergency exists as a result of (a) disposal by the Fund
of securities owned by it is not reasonably practicable, or (b) it is not
reasonably practicable for the Fund to determine the fair value of its net
assets; and (3) for such other periods as the SEC may by order permit for the
protection of the Fund's shareholders.
The value of shares of each Fund on redemption may be more or less than the
shareholder's cost, depending upon market value of the Fund's assets at the
time. Shareholders should note that if a loss has been realized on the sale of
shares of the Fund, the loss may be disallowed for tax purposes if shares of the
same Fund are purchased within (before or after) 30 days of the sale.
<PAGE>
Each Fund has elected to be governed by Rule 18f-1 under the Investment Company
Act of 1940 pursuant to which such Fund is obligated during any 90 day period to
redeem shares for any one shareholder of record solely in cash up to the lesser
of $250,000 or 1% of the net asset value of such Fund at the beginning of such
period. Should a redemption exceed such limitation, a Fund may deliver, in lieu
of cash, readily marketable securities from its portfolio. The securities
delivered will be selected at the sole discretion of such Fund, will not
necessarily be representative of the entire portfolio and may be securities
which the Fund would otherwise sell. The redeeming shareholder will usually
incur brokerage costs in converting the securities to cash. The method of
valuing securities used to make the redemptions in kind will be the same as the
method of valuing portfolio securities and such valuation will be made as of the
same time the redemption price is determined.
<PAGE>
TAXATION OF THE FUNDS
Each Fund intends to qualify each year as a "regulated investment company" under
the requirements of Subchapter M of the Internal Revenue Code of 1986, as
amended. Qualification as a regulated investment company will result in each
Fund's paying no taxes on net income and net realized capital gains distributed
to shareholders. If these requirements are not met, a Fund will not receive
special tax treatment and will pay federal income tax, thus reducing the total
return of the Fund.
Statements as to the tax status of each shareholder's dividends and
distributions will be mailed annually by the Fund's transfer agent. Shareholders
are urged to consult their own tax advisors regarding specific questions as to
Federal, state or local taxes.
PERFORMANCE INFORMATION
From time to time, quotations of each Fund's performance may be included in
advertisements, sales literature or reports to shareholders or prospective
investors. Each Fund may also compare its performance figures to the performance
of unmanaged indices which may assume reinvestment of dividends or interest but
generally do not reflect deductions for administrative and management costs.
Examples include, but are not limited to, the Dow Jones Industrial Average, the
Consumer Price Index, Standard & Poor's 500 Composite Price Index (the "S&P
500"), the various NASDAQ indices, and the Wilshire 5000. In addition, the Fund
may compare its performance to the performance of broad groups of mutual funds
with similar investment goals, as tracked by independent organizations such as
Investment Company Data, Inc., Lipper Analytical Services, Inc., CDA Investment
Technologies, Inc., Morningstar, Inc., Ibbotsen Associates, Value Line Mutual
Fund Survey, and other independent organizations. Also, each Fund may refer to
its ratings and related analysis supporting the ratings from these or other
independent organizations.
From time to time, each Fund may compare its performance against inflation with
the performance of other instruments against inflation, such as short-term
Treasury Bills (which are direct obligations of the U.S. Government) and FDIC-
insured bank money market or certificate of deposit accounts. In addition,
advertising for the Fund may indicate that investors may consider diversifying
their investment portfolios in order to seek protection of the value of their
assets against inflation. From time to time advertising materials for the Fund
may refer to, or include commentary by the Fund's portfolio managers relating to
their respective investment strategies, asset growth, current or past business,
political, economic or financial conditions and other matters of general
interest to investors. In addition, from time to time, advertising materials for
the Funds may include information concerning retirement and investing for
retirement, including information provided by the Social Security
Administration, and may refer to the approximate number of then current Fund
shareholders.
Each Fund may compare its performance to various capital markets such as common
stocks, long-term government bonds, Treasury bills, and the U.S. rate of
inflation as these figures are provided by Ibbotsen Associates and other
independent organizations. Each Fund may also use the performance of these
capital markets in order to demonstrate general risk versus reward investment
scenarios. In addition, each Fund may quote financial or business publications
and periodicals, including model portfolios or allocations, as they relate to
fund management, investment philosophy, and investment techniques.
Each Fund may quote its performance in various ways. All performance information
supplied by the Fund in advertising is historical and is not intended to
indicate future returns. A Fund's share price and total returns fluctuate in
response to market conditions and other factors, and the value of Fund shares
may be more or less than their original cost.
<PAGE>
Total returns quoted in advertising reflect all aspects of a Fund's return
including the effect of reinvesting dividends and capital gain distributions,
and any change in the Fund's net asset value per share (NAV) over the period.
Average annual returns are calculated by determining the growth or decline in
value of a hypothetical historical investment in the Fund over a stated period,
and then calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had been
constant over the period. For example, a cumulative return of 100% over ten
years would produce an average annual total return of 7.18%, which is the steady
annual rate of return that would equal 100% growth on a compounded basis in ten
years. While average annual returns are a convenient means of comparing
investment alternatives, the Fund's performance is not consistent over time, but
changes from year to year, and that average annual returns represent figures as
opposed to the actual year-to-year performance of the Fund. The formula for
determining annual average total return expressed as a percentage is:
T = (ERV/P) 1/n - 1
Where:
T = average annual total return
P = a hypothetical initial investment of $1,000
n = number of years.
EVR = ending redeemable value: ERV is the value, at the
end of the applicable period, of a hypothetical $1,000
investment made at the beginning of the applicable period.
In addition to average annual total returns, the Fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an investment
over a stated period. Average annual and cumulative returns may be quoted as a
percentage change or as a dollar amount, and may be calculated for a single
investment, a series of investments, or a series of redemptions, over any time
period. Total returns may be broken down into their component parts of income
and capital (including capital gains and changes in share price) in order to
illustrate the relationship of these factors and their contribution to total
return.
ADDITIONAL INFORMATION
Each Fund is an open-end management investment company and is a portfolio of
Davis Park Series Trust, a Delaware business trust organized on August 17, 2000
(the "Trust"). The Trust's Declaration of Trust authorizes the Board of Trustees
to issue an unlimited number of shares of each Fund. Each share of each Fund has
equal voting, dividend, distribution and liquidation rights. In the event that
Ameristock Corporation ceases to be the investment advisor, the right of each
Fund to use the identifying name "Ameristock" may be withdrawn.
Firstar Bank, N.A., Cincinnati, Ohio, is the custodian of the assets of each
Fund. The custodian is responsible for the safekeeping of each Fund's assets and
the appointment of sub-custodians and clearing agencies. The custodian takes no
part in determining the investment policies of either Fund or in deciding which
securities are purchased or sold by each Fund. Each Fund may, however, invest in
obligations of the custodian and may purchase securities from or sell securities
to the custodian. The Investment Adviser, its Officers and Directors, and the
Fund's Trustees may from time to time have transactions with various banks,
including banks servings as custodians for assets advised by the Investment
Adviser. There have been no transactions of this sort to date with the
Custodian.
<PAGE>
The Financial Statements of the Fund included in this Statement of Additional
Information have been so included in reliance on the report of McCurdy &
Associates, Inc., independent certified public accountant, given on the
authority of that firm as experts in accounting and auditing.
[Financial Statements to follow this page]
<PAGE>
To The Shareholders and Trustees
Davis Park Series Trust:
We have audited the accompanying statement of assets and liabilities of Davis
Park Series Trust (comprising, respectively, Ameristock Large Company Growth
Fund and Ameristock Focused Value Fund) as of November 6, 2000. This financial
statement is the responsibility of the Trust's management. Our responsibility is
to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of assets and liabilities is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of assets and
liabilities. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
statement of assets and liabilities presentation. Our procedures included
confirmation of cash held by the custodian as of November 6, 2000, by
correspondence with the custodian. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the statement of assets and liabilities referred to above
presents fairly, in all material respects, the financial position of each of the
respective portfolios constituting the Davis Park Series Trust as of November 6,
2000, in conformity with generally accepted accounting principles.
McCurdy & Associates CPA's, Inc.
Westlake, Ohio
November 6, 2000
<PAGE>
DAVIS PARK SERIES TRUST
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 6, 2000
Ameristock Ameristock
Large Company Focused
Growth Fund Value Fund
ASSETS:
Cash in Bank $10,000 $90,000
------- -------
Total Assets $10,000 $90,000
------- -------
LIABILITIES: $ 0 $ 0
------- -------
Total Liabilities $ 0 $ 0
------- -------
NET ASSETS $10,000 $90,000
------- -------
NET ASSETS CONSIST OF:
Capital Paid In $10,000 $90,000
------- -------
OUTSTANDING SHARES 666.67 6,000.00
NET ASSET VALUE PER SHARE $15.00 $15.00
OFFERING PRICE PER SHARE $15.00 $15.00
See Accountants' Audit Report
<PAGE>
DAVIS PARK SERIES TRUST
NOTES TO FINANCIAL STATEMENTS
November 6, 2000
1. ORGANIZATION
Each Fund is an open-end management investment company and is a
portfolio of Davis Park Series Trust, a Delaware business trust
organized on August 17, 2000 (the "Trust"). The Trust's Declaration of
Trust authorizes the Board of Trustees to issue an unlimited number of
shares of each Fund. Each share of each Fund has equal voting, dividend,
distribution and liquidation rights. In the event that Ameristock
Corporation ceases to be the investment adviser, the right of each Fund
to use the identifying name "Ameristock" may be withdrawn.
The primary investment objective of the Ameristock Large Company Growth
Fund is to seek capital appreciation.
The primary investment objective of the Ameristock Focused Value Fund is
to seek capital appreciation.
Each Fund uses an independent custodian and transfer agent. No
transactions other than those relating to organizational matters and the
sale of 666.67 shares of Ameristock Large Company Growth Fund and
6,000.00 shares of Ameristock Focused Value Fund have taken place to
date.
2. RELATED PARTY TRANSACTIONS
The only person known by the Funds to be holders of record or
beneficially of 5% or more of the shares of either Fund as of November
6, 2000 was Ameristock Corporation, which owned 100% of the shares of
each Fund.
As of November 6, 2000, all Officers and Trustees as a group
beneficially owned 100% of the outstanding shares of each Fund. The
shares of each Fund owned by Ameristock Corporation are deemed to be
beneficially owned by Nicholas D. Gerber, Chairman of the Fund and the
President and majority shareholder of Ameristock Corporation.
Each Fund employs Ameristock Corporation (the "Investment Adviser") to
furnish advisory and other services. Under the Investment Adviser's
contract with each Fund, the Investment Adviser acts as Investment
Adviser and, subject to the supervision of the Board of Trustees,
directs the investments of the Fund in accordance with the Fund's
investment objective, policies, and limitations. The Investment Adviser
also provides the Fund with all necessary office facilities and
personnel for servicing the Fund's investments, and compensates all
officers of the Fund, all Trustees who are "interested persons" of the
Fund or the Investment Adviser, and all personnel of the Fund or of the
Investment Adviser performing services relating to research,
statistical, and investment activities.
In addition, the Investment Adviser, subject to the supervision of the
Board of Trustees, provides the management and administration services
necessary for the operation of the Fund. These services include
providing facilities for maintaining the Fund's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters, and other persons dealing with the
<PAGE>
DAVIS PARK SERIES TRUST
NOTES TO FINANCIAL STATEMENTS (CONT'D)
November 6, 2000
2. RELATED PARTY TRANSACTIONS (Cont'd)
Fund; preparing all general shareholder communications and conducting
shareholder relations; maintaining the Fund's records and the
registration of the Fund's shares under federal and state law;
developing management and shareholder services for the Fund; and
furnishing reports, evaluations, and analysis on a variety of subjects
to the Board of Trustees.
The Adviser pays all operating expenses of each Fund except for
brokerage, taxes, interest, extraordinary expenses (including, without
limitation, litigation and indemnification costs and expenses).
For the services of the Investment Adviser, each Fund pays as
compensation a fee, accrued daily and payable monthly, at an annual rate
of 1.00% of Ameristock Large Company Growth Fund's average net assets
and 1.35% of Ameristock Focused Value Fund's average net assets.
3. CAPITAL STOCK AND DISTRIBUTION
At November 6, 2000 paid in capital amounted to $10,000 for Ameristock
Large Company Growth Fund and $90,000 for Ameristock Focused Value Fund.
Transactions in capital stock were as follows:
Ameristock Ameristock
Large Company Focused
Growth Fund Value Fund
Shares Sold 666.67 6,000.00
Shares Redeemed 0 0
---------- ----------
Net Increase 666.67 6,000.00
---------- ----------
Shares Outstanding 666.67 6,000.00
---------- ----------
<PAGE>
PART C
OTHER INFORMATION
Item 23. Exhibits.
Exhibit Description
a Declaration of Trust*
b By-Laws*
c None
d Management Agreement
e None
f None
g Custody Agreement
h(1) Transfer Agent Agreement
h(2) Accounting Services Agreement
i Opinion and Consent
j Consent of Independent Auditors
k None
l Subscription Agreement
m None
n Financial Data Schedule*
p Code of Ethics
4
*Previously filed.
Item 24. Persons Controlled by or Under Common Control with Registrant.
The Fund and the Adviser may be deemed to be under common control of
Nicholas D. Gerber, the Chairman of the Fund and President of the
Adviser.
<PAGE>
Item 25. Indemnification.
Reference is made to Article IV of the Registrant's Agreement and
Declaration of Trust filed as Exhibit a. The application of these
provisions is limited by the following undertaking set forth in the
rules promulgated by the Securities and Exchange Commission:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in such Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a trustee, officer or controlling person of the
registrant in the successful defense of any action, suite or
proceeding) is asserted by such trustee, officer or controlling person
in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in such Act and will be governed by
the final adjudication of such issue.
Item 26. Business and Other Connections of the Investment Adviser.
None.
Item 27. Principal Underwriters.
Not applicable.
Item 28. Location of Accounts and Records.
All accounts, books and documents required to be maintained by the
Registrant pursuant to Section 31(a) of the Investment Company Act of
1940 and Rules 31a-1 through 31a-3 thereunder are maintained at the
office of the Registrant at 127 Devin Road, Moraga, California 94556
and the Transfer Agent at The Tower at Erieview, Suite 1005, 1301 East
Ninth Street, Cleveland, Ohio 44114, except that all records relating
to the activities of the Fund's Custodian are maintained at the office
of the Custodian, Firstar Bank N.A., 425 Walnut Street, Cincinnati,
Ohio 45201.
Item 29. Management Services.
Not applicable.
Item 30. Undertakings.
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Moraga, State of California, on the 6th day of
December, 2000.
DAVIS PARK SERIES TRUST
By: Nicholas D. Gerber, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Nicholas D. Gerber Chairman, President, Treasurer December 6, 2000
and Trustee
Alev Efendioglu, PhD Trustee December 6, 2000
Stephen J. Marsh Trustee December 6, 2000
<PAGE>
MUTUAL.196221.DOC
Exhibit d
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (the "Management Agreement") is made and
entered into this 3rd day of September, 2000, by and between Davis Park Series
Trust (the "Trust") and Ameristock Corporation (the "Investment Advisor").
RECITALS:
The Trust and the Investment Advisor desire to enter into a Management
Agreement between them to read as set forth below.
NOW, THEREFORE, the Trust and the Investment Advisor agree as follows:
1. The Trust hereby employs the Investment Advisor to act as investment
adviser for its investment portfolios Ameristock Large Company Growth Fund,
Ameristock Focused Value Fund and such other investment portfolios as the Trust
may from time to time create (individually, a "Fund" or collectively, the
"Funds"). The Investment Advisor shall regularly provide each Fund with
continuing investment advice and management for such Fund's portfolio consistent
with the Fund's investment objective, policies and restrictions as provided for
in the Fund's Prospectus and Statement of Additional Information, determine what
securities shall be purchased, held and sold for the portfolio of the Fund, and
what portion of the Fund's assets shall be held uninvested, subject always to
the provisions of the Declaration of Trust of the Trust, the Investment Company
Act of 1940 (the "1940 Act"), the Internal Revenue Code of 1986 and to the
Fund's investment objective, policies and restrictions, and subject, further, to
such policies and instructions as the Board of Trustees of the Trust from time
to time may establish.
2. The Investment Advisor shall render administrative services (not
otherwise provided by third parties) necessary for each Fund's operations as an
open-end investment company ncluding, but not limited to, preparing reports and
notices to the Board of Trustees and shareholders; supervising, negotiating
contractual arrangements with, and monitoring various third-party service
providers to each Fund (such as the Fund's transfer agent, pricing agents,
custodian, accountants, and others); preparing and making filings with the SEC
and other regulatory agencies; assisting in the preparation and filing of the
Fund's federal, state and local tax returns; preparing and filing each Fund's
federal excise tax returns; assisting with investors and public relations
matters; monitoring the valuation of securities and the calculation of net asset
value, monitoring the registration of shares of each Fund under applicable
federal and state securities laws; maintaining each Fund's books and records to
the extent not otherwise maintained by a third party; assisting in establishing
accounting policies of each Fund; assisting in resolution of accounting and
legal issues; establishing and monitoring each Fund's operating budget;
processing the payment of each Fund's bills; assisting each Fund in, and
otherwise arranging for, the payment of distributions and dividends and
otherwise assisting each Fund in the conduct of its business, subject to the
direction and control of the Board of Trustees.
The Investment Advisor shall furnish at its own expense office space to
each Fund and all necessary office facilities, equipment and personnel for
managing the assets of the Fund. The Investment Advisor also shall pay for
expenses of marketing shares of each Fund, all expenses in determination of
daily price computations, placement of securities orders (excluding brokerage
commissions) and related bookkeeping.
The Investment Advisor shall pay all other operating expenses of each
Fund with the exception of brokerage, taxes, interest and extraordinary expenses
(including, without limitation, litigation and indemnification costs and
expenses), which shall be paid by each Fund.
3. The Investment Advisor shall receive, as compensation for its
services, a fee, accrued daily and payable monthly, at an annual rate of 1.00%
of Ameristock Large Company Growth Fund's net assets and 1.35% of Ameristock
Focused Value Fund's net assets. On days for which the values of a Fund's net
assets are not determined, the fee shall be accrued on the most recently
determined net assets adjusted for subsequent daily income and expense accruals.
<PAGE>
4. The Management Agreement shall continue for a period of two years
from the date of the agreement and the Board of Trustees shall approve at least
annually or the shareholders shall vote a majority of the outstanding voting
securities of the Fund annually to continue this Management Agreement, provided
that in either event the continuance is also approved by a majority of the Board
of Trustees who are not "interested persons" (as defined in the 1940 Act) of the
Trust or the Investment Advisor by vote cast in person at a meeting called for
the purpose of voting such approval.
5. The Management Agreement is terminable without penalty, on 60 days'
notice, by the Fund's Board of Trustees or by vote of a majority of the holders
of the Fund's shares, or, on not less than 90 days' notice, by the Investment
Advisor. This Management Agreement will terminate automatically in the event of
its assignment (as defined in the 1940 Act).
6. A Fund may use the name Ameristock only so long as this Management
Agreement or any extension, renewal or amendment thereof remains in effect as to
such Fund and with the permission of the Investment Advisor.
7. The Investment Advisor shall not be liable for any errors of
judgment or mistakes of law or for any loss suffered by the Fund in connection
with matters to which this Management Agreement relates, except for a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the Investment Advisor in the performance of its obligations and duties under
this Management Agreement.
DAVIS PARK SERIES TRUST
By: /s/ Nicholas D. Gerber
Nicholas D. Gerber, Chairman
AMERISTOCK CORPORATION
By: /s/ Nicholas D. Gerber
Nicholas D. Gerber, President
<PAGE>
EXHIBIT g
CUSTODY AGREEMENT
This AGREEMENT, dated as of September 16, 2000, by and between Davis
Park Series Trust (the "Trust"), a business trust organized under the laws of
the State of Delaware, acting with respect to each series or portfolio of the
Trust as listed on Exhibit D hereto (as such Exhibit may be amended from time to
time) (collectively the "Funds" and individually a "Fund"), and Firstar Bank
N.A., a national banking association (the "Custodian").
WITNESSETH:
WHEREAS, the Trust desires that each Fund's Securities and cash be held
and administered by the Custodian pursuant to this Agreement; and
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Custodian represents that it is a bank having the
qualifications prescribed in Section 26(a)(1) of the 1940 Act;
NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Trust and the Custodian hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
1.1 "Authorized Person" means any Officer or other person duly
authorized by resolution of the Board of Trustees to give Oral Instructions and
Written Instructions on behalf of the Funds and named in Exhibit A hereto or in
such resolutions of the Board of Trustees, certified by an Officer, as may be
received by the Custodian from time to time.
1.2 "Board of Trustees" shall mean the Trustees from time to time
serving under the Trust's Declaration of Trust, as from time to time amended.
1.3 "Book-Entry System" shall mean a federal book-entry system as
provided in Subpart O of Treasury Circular No. 300, 31 CFR 306, in Subpart B of
31 CFR Part 350, or in such book-entry regulations of federal agencies as are
substantially in the form of Subpart O.
1.4 "Business Day" shall mean any day recognized as a settlement day by
The New York Stock Exchange, Inc. and any other day for which the Trust computes
the net asset value of Shares of one or more of the Funds.
1.5 "Foreign Depository" shall mean and include any "Eligible
Securities Depository", as that term is defined in Rule 17f-7 under the 1940
Act.
1.6 "Fund Custody Account" shall mean any of the accounts in the name
of the Trust, which is provided for in Section 3.2 below.
<PAGE>
1.7 "NASD" shall mean The National Association of Securities Dealers,
Inc.
1.8 "Officer" shall mean the Chairman, President, any Vice President,
any Assistant Vice President, the Secretary, any Assistant Secretary, the
Treasurer, or any Assistant Treasurer of the Trust.
1.9 "Oral Instructions" shall mean instruction orally transmitted to
and accepted by the Custodian because such instructions are (i) reasonably
believed by the Custodian to have been given by an Authorized Person and (ii)
orally confirmed by the Custodian. The Trust shall cause all Oral Instructions
to be confirmed by Written Instructions prior to the end of the next Business
Day. If such Written Instructions confirming Oral Instructions are not received
by the Custodian prior to a transaction, it shall in no way affect the validity
of the transaction or the authorization thereof by the Trust. If Oral
Instructions vary from the Written Instructions which purport to confirm them,
the Custodian shall notify the Trust of such variance but such Oral Instructions
will govern unless the Custodian has not yet acted.
1.10 "Proper Instructions" shall mean Oral Instructions or Written
Instructions. Proper Instructions may be continuing Written Instructions when
deemed appropriate by both parties.
1.11 "Securities Depository" shall mean The Depository Trust Company
and (provided that Custodian shall have received a copy of a resolution of the
Board of Trustees, certified by an Officer, specifically approving the use of
such clearing agency as a depository for the Fund) any other clearing agency
registered with the Securities and Exchange Commission under Section 17A of the
Securities and Exchange Act of 1934, as amended (the "1934 Act"), which acts as
a system for the central handling of Securities where all Securities of any
particular class or series of an issuer deposited within the system are treated
as fungible and may be transferred or pledged by bookkeeping entry without
physical delivery of the Securities.
1.12 "Securities" shall include, without limitation, common and
preferred stocks, bonds, call options, put options, debentures, notes, bank
certificates of deposit, bankers' acceptances, mortgage-backed securities or
other obligations or securities, and any certificates, receipts, warrants or
other instruments or documents representing rights to receive, purchase or
subscribe for the same, or evidencing or representing any other rights or
interests therein, or any similar property or assets that the Custodian has the
facilities to clear and to service.
1.13 "Shares" shall mean, with respect to a Fund, the units of
beneficial interest issued by the Trust on account of the Fund.
1.14 "Sub-Custodian" shall mean and include (i) any branch of a "U.S.
Bank," as that term is defined in Rule 17f-5 under the 1940 Act, (ii) any
"Eligible Foreign Custodian," as that term is defined in Rule 17f-5 under the
1940 Act, having a contract with the Custodian which the Custodian has
determined will provide reasonable care of assets of the Funds based on the
standards specified in Section 3.3 below. Such contract shall include provisions
that provide: (I) for indemnification or insurance arrangements (or any
combination of the foregoing) such that the Funds will be adequately protected
against the risk of loss of assets held in accordance with such contract; (ii)
that the Funds' assets will not be subject to any right, charge, security
interest, lien or claim of any kind in favor of the Sub-Custodian or its
creditors except a claim of payment for their safe custody or administration, in
the case of cash deposits, liens or rights in favor of creditors of the
Sub-Custodian arising under bankruptcy, insolvency, or similar laws: (iii) that
beneficial ownership for the Funds' assets will be freely transferable without
the payment of money or value other than for safe custody or administration;
(iv) that adequate records will be maintained identifying the assets as
belonging to the Funds or as being held by a third party for the benefit of the
Funds; (v) that the Funds' independent public accountants will be given access
to those records or confirmation of the contents of those records; and (vi) that
the Funds will receive periodic reports with respect to the safekeeping of the
Funds' assets, including, but not limited to, notification of any transfer to or
from a Fund's account or a third party account containing assets held for the
benefit of the Fund. Such contract my contain, in lieu of any or all of the
provisions specified above, such other provisions that the Custodian determines
will provide, in their entirety, the same or a greater level of care and
protection for Fund assets as the specified provisions, in their entirety.
<PAGE>
1.15 "Written Instructions" shall mean (i) written communications
actually received by the Custodian and signed by an Authorized Person, (ii)
communications by telex or any other such system from one or more persons
reasonably believed by the Custodian to be Authorized Persons, or (iii)
communications between electro-mechanical or electronic devices provided that
the use of such devices and the procedures for the use thereof shall have been
approved by resolutions of the Board of Trustees, a copy of which, certified by
and Officer, shall have been delivered to the Custodian.
ARTICLE II
APPOINTMENT OF CUSTODIAN
2.1 Appointment. The Trust hereby constitutes and appoints the
Custodian as custodian of all Securities and cash owned by or in the possession
of the Funds at any time during the period of this Agreement.
2.2 Acceptance. The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as hereinafter set forth.
2.3 Documents to be Furnished. The following documents, including any
amendments thereto, will be provided contemporaneously with the execution of
this Agreement to the Custodian by the Trust:
A copy of the Declaration of Trust of the Trust certified by the
Trust's Secretary;
A copy of the Bylaws of the Trust certified by the Trust's Secretary;
A copy of the resolution of the Board of Trustees of the Trust
appointing the Custodian,certified by the Trust's Secretary;
A copy of the then current Prospectus of the Funds; and
A certification of the Chairman and Secretary of the Trust setting
forth the names and signatures of the current Officers of the Trust and
other Authorized Persons.
2.4 Notice of Appointment of Dividend and Transfer Agent. The Trust
agrees to notify the Custodian in writing of the appointment, termination or
change in appointment of any Dividend and Transfer Agent for the Fund.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
3.1 Segregation. All Securities and non-cash property held by the
Custodian for the account of a Fund (other than Securities maintained in a
Securities Depository or Book-Entry System) shall be physically segregated from
other Securities and non-cash property in the possession of the Custodian
(including the Securities and non-cash property of the other Funds) and shall be
identified as subject to this Agreement.
<PAGE>
3.2 Fund Custody Accounts. As to each Fund, the Custodian shall open
and maintain in its trust department a custody account in the name of the Trust
coupled with the name of the Fund, subject only to draft or order of the
Custodian in which the Custodian shall enter and carry all Securities, cash and
other assets of such Fund which are delivered to it.
3.3 Appointment of Agents. (a) In its discretion and subject to
subsection (b) below, the Custodian may appoint one or more Sub-Custodians to
hold Securities and cash of the Funds and to carry out such other provisions of
this Agreement as it may determine, provided, however, that the appointment of
any such agents and maintenance of any Securities and cash of the Fund shall be
at the Custodian's expense and shall not relieve the Custodian of any of its
obligations or liabilities under this Agreement.
(b) If, after the initial appointment of Sub-Custodians by the
Custodian in connection with this Agreement, the Custodian wishes to appoint
other Sub-Custodians to hold property of the Funds, it will promptly notify the
Trust and provide it with information it considered in connection with its
determination of any such new Sub-Custodian's eligibility under Rule 17f-5 under
the 1940 Act.
(c) Each agreement between the Custodian and each Sub-Custodian acting
hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2)
(d) Upon request the Custodian shall provide written reports notifying
the Board of Trustees of the placement of the Securities and cash of the Funds
with a particular Sub-Custodian and of any material changes in the Funds'
arrangements. The Custodian shall promptly take such steps as may be required to
withdraw assets, as soon as reasonably practicable, of the Funds from any
Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the
1940 Act.
(e) Prior to appointing a Sub-Custodian with respect to a Fund, the
Custodian shall have established a system to monitor the appropriateness of
maintaining the Fund's assets with a particular Sub-Custodian and the contract
governing the Fund's arrangements with such Sub-Custodian.
(f) Prior to maintaining assets of a Fund with a Foreign Depository,
the Custodian shall provide the Trust with an analysis of the custodial risks of
using such Foreign Depository, which analysis shall include, at a minimum, the
following: (i) the Foreign Depository's expertise and market reputation; (ii)
the quality of its services, (iii) its financial strength; (iv) any insurance or
indemnification arrangements; (v) the extent and quality of regulation and
independent examination of the Foreign Depository; (vi) its standing in
published ratings; (vii) its internal controls and other procedures for
safeguarding investments; and (viii) any related legal proceedings. The
Custodian will monitor each Foreign Depository on a continuing basis and shall
notify the Trust of any material changes in risks associated with using the
Foreign Depository.
(g) With respect to its responsibilities under this Section 3.3, the
Custodian hereby warrants to the Trust that it agrees to exercise reasonable
care, prudence and diligence such as a person having responsibility for the
safekeeping of property of the Funds would exercise. The Custodian further
warrants that a Fund's assets will be subject to reasonable care, based on the
standards applicable to custodians in the relevant market, if maintained with
each Sub-Custodian, after considering all factors relevant to the safekeeping of
such assets, including, without limitation: (i) the Sub-Custodian's practices,
procedures, and internal controls, including but not limited to the physical
protection available for certificated securities (if applicable), the method of
keeping custodial records, and the security and data protection practices; (ii)
whether the Sub-Custodian has the requisite financial strength to provide
reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation
and standing and, in the case of a Securities Depository, the Securities
Depository's operating history and number of participants; and (iv) whether the
Fund will have jurisdiction over and be able to enforce judgments against the
Sub-Custodian, such as by virtue of the existence of any offices of the
Sub-Custodian in the United States or the Sub-Custodian's consent to service of
process in the United States.
<PAGE>
3.4 Delivery of Assets to Custodian. The Trust shall deliver, or cause
to be delivered, to the Custodian all of the Funds' Securities, cash and other
assets, including (a) all payments of income, payments of principal and capital
distributions received by the Funds with respect to such Securities, cash or
other assets owned by the Funds at any time during the period of this Agreement,
and (b) all cash received by the Funds for the issuance, at any time during such
period, of Shares. The Custodian shall not be responsible for such Securities,
cash or other assets until actually received by it.
3.5 Securities Depositories and Book-Entry Systems. The Custodian may
deposit and/or maintain Securities of the Funds in a Securities Depository or in
a Book-Entry System, subject to the following provisions:
(a) Prior to a deposit of Securities of the Funds in any Securities
Depository or Book-Entry System, the Trust shall deliver to the Custodian a
resolution of the Board of Trustees, certified by an Officer, authorizing and
instructing the Custodian on an on-going basis to deposit in such Securities
Depository or Book-Entry System all Securities eligible for deposit therein and
to make use of such Securities Depository or Book-Entry System to the extent
possible and practical in connection with its performance hereunder, including,
without limitation, in connection with settlements of purchases and sales of
Securities, loans of Securities, and deliveries and returns of collateral
consisting of Securities.
(b) Securities of the Funds kept in a Book-Entry System or Securities
Depository shall be kept in an account ("Depository Account") of the Custodian
in such Book-Entry System or Securities Depository which includes only assets
held by the Custodian as a fiduciary, custodian or otherwise for customers.
(c) The records of the Custodian with respect to Securities of a Fund
maintained in a Book-Entry System or Securities Depository shall, by book-entry,
identify such Securities as belonging to such Fund.
(d) If Securities purchased by a Fund are to be held in a Book-Entry
System or Securities Depository, the Custodian shall pay for such Securities
upon (i) receipt of advice from the Book-Entry System or Securities Depository
that such Securities have been transferred to the Depository Account, and (ii)
the making of an entry on the records of the Custodian to reflect such payment
and transfer for the account of such Fund. If Securities sold by a Fund are held
in a Book-Entry System or Securities Depository, the Custodian shall transfer
such Securities upon (i) receipt of advice from the Book-Entry System or
Securities Depository that payment for such Securities has been transferred to
the Depository Account, and (ii) the making of an entry on the records of the
Custodian to reflect such transfer and payment for the account of such Fund.
(e) The Custodian shall provide the Trust with copies of any report
(obtained by the Custodian from a Book-Entry System or Securities Depository in
which Securities of the Fund are kept) on the internal accounting controls and
procedures for safeguarding Securities deposited in such Book-Entry System or
Securities Depository.
<PAGE>
(f) Anything to the contrary in this Agreement notwithstanding, the
Custodian shall be liable to the Trust for any loss or damage to the Fund
resulting (i) from the use of a Book-Entry System or Securities Depository by
reason of any negligence or willful misconduct on the part of Custodian or any
Sub-Custodian appointed pursuant to Section 3.3 above or any of its or their
employees, or (ii) from failure of Custodian or any such Sub-Custodian to
enforce effectively such rights as it may have against a Book-Entry System or
Securities Depository. At its election, the Trust shall be subrogated to the
rights of the Custodian with respect to any claim against a Book-Entry System or
Securities Depository or any other person from any loss or damage to the Fund
arising from the use of such Book-Entry System or Securities Depository, if and
to the extent that the Funds has not been made whole for any such loss or
damage.
3.6 Disbursement of Moneys from Fund Custody Account. Upon receipt of
Proper Instructions, the Custodian shall disburse moneys from the Fund Custody
Account but only in the following cases:
(a) For the purchase of Securities for the Fund but only in accordance
with Section 4.1 of this Agreement and only (i) in the case of Securities (other
than options on Securities, futures contracts and options on futures contracts),
against the delivery to the Custodian (or any Sub-Custodian appointed pursuant
to Section 3.3 above) of such Securities registered as provided in Section 3.9
below or in proper form for transfer, or if the purchase of such Securities is
effected through a Book-Entry System or Securities Depository, in accordance
with the conditions set forth in Section 3.5 above; (ii) in the case of options
on Securities, against delivery to the Custodian (or such Sub-Custodian) of such
receipts as are required by the customs prevailing among dealers in such
options; (iii) in the case of futures contracts and options on futures
contracts, against delivery to the Custodian (or such Sub-Custodian) of evidence
of title thereto in favor of the Fund or any nominee referred to in Section 3.9
below; and (iv) in the case of repurchase or reverse repurchase agreements
entered into between the Trust and a bank which is a member of the Federal
Reserve System or between the Trust and a primary dealer in U.S. Government
securities, against delivery of the purchased Securities either in certificate
form or through an entry crediting the Custodian's account at a Book-Entry
System or Securities Depository with such Securiies;
(b) In connection with the conversion, exchange or surrender, as set
forth in Section 3.7(f) below, of Securities owned by the Fund;
(c) For the payment of any dividends or capital gain distributions
declared by a Fund;
(d) In payment of the redemption price of Shares as provided in Section
5.1 below;
(e) For the payment of any expense or liability incurred by the Fund,
including but not limited to the following payments for the account of the Fund:
interest; taxes; administration, investment advisory, accounting, auditing,
transfer agent, custodian, trustee and legal fees; and other operating expenses
of the Fund; in all cases, whether or not such expenses are to be in whole or in
part capitalized or treated as deferred expenses; For transfer in accordance
with the provisions of any agreement among the Trust, the Custodian and a
broker-dealer registered under the 1934 Act and a member of the NASD, relating
to compliance with rules of The Options Clearing Corporation and of any
registered national securities exchange (or of any similar organization or
organizations) regarding escrow or other arrangements in connection with
transactions by the Fund;
(f) For transfer in accordance with the provision of any agreement
among the Trust, the Custodian, and a futures commission merchant registered
under the Commodity Exchange Act, relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any contract market (or any similar
organization or organizations) regarding account deposits in connection with
transactions by the Fund;
<PAGE>
(g) For the funding of any uncertificated time deposit or other
interest-bearing account with any banking institution (including the Custodian),
which deposit or account has a term of one year or less; and
(i) For any other proper purpose, but only upon receipt, in addition to
Proper Instructions, of a copy of a resolution of the Board of Trustees,
certified by an Officer, specifying the amount and purpose of such payment,
declaring such purpose to be a proper corporate purpose, and naming the person
or persons to whom such payment is to be made.
3.7 Delivery of Securities from Fund Custody Account. Upon receipt of
Proper Instructions, the Custodian shall release and deliver Securities from a
Fund Custody Account but only in the following cases:
(a) Upon the sale of Securities for the account of the Fund but only
against receipt of payment therefor in cash, by certified or cashiers check or
bank credit;
(b) In the case of a sale effected through a Book-Entry System or
Securities Depository, in accordance with the provisions of Section 3.5 above;
(c) To an offeror's depository agent in connection with tender or other
similar offers for Securities of the Fund; provided that, in any such case, the
cash or other consideration is to be delivered to the Custodian;
(d) To the issuer thereof or its agent (i) for transfer into the name
of the Fund, the Custodian or any Sub-Custodian appointed pursuant to Section
3.3 above, or of any nominee or nominees of any of the foregoing, or (ii) for
exchange for a different number of certificates or other evidence representing
the same aggregate face amount or number of units; provided that, in any such
case, the new Securities are to be delivered to the Custodian;
(e) To the broker selling Securities, for examination in accordance
with the "street delivery" custom;
(f) For exchange or conversion pursuant to any plan or merger,
consolidation, recapitalization, reorganization or readjustment of the issuer of
such Securities, or pursuant to provisions for conversion contained in such
Securities, or pursuant to any deposit agreement, including surrender or receipt
of underlying Securities in connection with the issuance or cancellation of
depository receipts; provided that, in any such case, the new Securities and
cash, if any, are to be delivered to the Custodian;
(g) Upon receipt of payment therefor pursuant to any repurchase or
reverse repurchase agreement entered into by the Fund;
(h) In the case of warrants, rights or similar Securities, upon the
exercise thereof, provided that, in any such case, the new Securities and cash,
if any, are to be delivered to the Custodian;
(i) For delivery in connection with any loans of Securities of the
Fund, but only against receipt of such collateral as the Trust shall have
specified to the Custodian in Proper Instructions;
<PAGE>
(j) For delivery as security in connection with any borrowings by the
Fund requiring a pledge of assets by the Trust, but only against receipt by the
Custodian of the amounts borrowed;
(k) Pursuant to any authorized plan of liquidation, reorganization,
merger, consolidation or recapitalization of the Trust;
(l) For delivery in accordance with the provisions of any agreement
among the Trust, the Custodian and a broker-dealer registered under the 1934 Act
and a member of the NASD, relating to compliance with the rules of The Options
Clearing Corporation and of any registered national securities exchange (or of
any similar organization or organizations) regarding escrow or other
arrangements in connection with transactions by the Fund;
(m) For delivery in accordance with the provisions of any agreement
among the Trust, the Custodian, and a futures commission merchant registered
under the Commodity Exchange Act, relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any contract market (or any similar
organization or organizations) regarding account deposits in connection with
transactions by the Fund; or
(n) For any other proper corporate purpose, but only upon receipt, in
addition to Proper Instructions, of a copy of a resolution of the Board Of
Trustees, certified by an Officer, specifying the Securities to be delivered,
setting forth the purpose for which such delivery is to be made, declaring such
purpose to be a proper corporate purpose, and naming the person or persons to
whom delivery of such Securities shall be made.
3.8 Actions Not Requiring Proper Instructions. Unless otherwise
instructed by the Trust, the Custodian shall with respect to all Securities
held for the Fund:
(a) Subject to Section 7.4 below, collect on a prompt and timely basis
all income and other payments to which the Fund is entitled either by law or
pursuant to custom in the securities business;
(b) Present for payment and, subject to Section 7.4 below, collect on a
timely basis the amount payable upon all Securities which may mature or be
called, redeemed, or retired, or otherwise become payable;
(c) Endorse for collection, in the name of the Fund, checks, drafts and
other negotiable instruments;
(d) Surrender interim receipts or Securities in temporary form for
Securities in definitive form;
(e) Execute, as custodian, any necessary declarations or certificates
of ownership under the federal income tax laws or the laws or regulations of any
other taxing authority now or hereafter in effect, and prepare and submit
reports to the Internal Revenue Service ("IRS") and to the Trust at such time,
in such manner and containing such information as is prescribed by the IRS;
(f) Hold for a Fund, either directly or, with respect to Securities
held therein, through a Book-Entry System or Securities Depository, all rights
and similar securities issued with respect to Securities of the Fund; and
<PAGE>
(g) In general, and except as otherwise directed in Proper
Instructions, attend to all non-discretionary details in connection with the
sale, exchange, substitution, purchase, transfer and other dealings with
Securities and assets of each Fund.
3.9 Registration and Transfer of Securities. All Securities held for a
Fund that are issued or issuable only in bearer form shall be held by the
Custodian in that form, provided that any such Securities shall be held in a
Book-Entry System if eligible therefor. All other Securities held for a Fund may
be registered in the name of such Fund, the Custodian, or any Sub-Custodian
appointed pursuant to Section 3.3 above, or in the name of any nominee of any of
them, or in the name of a Book-Entry System, Securities Depository or any
nominee of either thereof. The Trust shall furnish to the Custodian appropriate
instruments to enable the Custodian to hold or deliver in proper form for
transfer, or to register in the name of any of the nominees hereinabove referred
to or in the name of a Book-Entry System or Securities Depository, any
Securities registered in the name of a Fund.
3.10 Records. (a) The Custodian shall maintain, by Fund, complete and
accurate records with respect to Securities, cash or other property held for the
Fund, including (i) journals or other records of original entry containing an
itemized daily record in detail of all receipts and deliveries of Securities and
all receipts and disbursements of cash; (ii) ledgers (or other records)
reflecting (A) Securities in transfer, (B) Securities in physical possession,
(C) monies and Securities borrowed and monies and Securities loaned (together
with a record of the collateral therefor and substitutions of such collateral),
(D) dividends and interest received, and (E) dividends receivable and interest
receivable; and (iii) canceled checks and bank records related thereto. The
Custodian shall keep such other books and records of the Funds as the Trust
shall reasonably request, or as may be required by the 1940 Act, including, but
not limited to, Section 31 of the 1940 Act and Rules 31a-1 and 31a-2 promulgated
thereunder.
(b) All such books and records maintained by the Custodian shall (i) be
maintained in a form acceptable to the Trust and in compliance with rules and
regulations of the Securities and Exchange Commission, (ii) be the property of
the Trust and at all times during the regular business hours of the Custodian be
made available upon request for inspection by duly authorized officers,
employees or agents of the Trust and employees or agents of the Securities and
Exchange Commission, and (iii) if required to be maintained by Rule 31a-1 under
the 1940 Act, be preserved for the periods prescribed in Rule 31a-2 under the
1940 Act.
3.11 Fund Reports by Custodian. The Custodian shall furnish the Trust
with a daily activity statement and a summary of all transfers to or from each
Fund Custody Account on the day following such transfers. At least monthly and
from time to time, the Custodian shall furnish the Trust with a detailed
statement of the Securities and moneys held by the Custodian and the
Sub-Custodians for the Funds under this Agreement.
3.12 Other Reports by Custodian. The Custodian shall provide the Trust
with such reports, as the Trust may reasonably request from time to time, on the
internal accounting controls and procedures for safeguarding Securities, which
are employed by the Custodian or any Sub-Custodian appointed pursuant to Section
3.3 above.
3.13 Proxies and Other Materials. The Custodian shall cause all proxies
relating to Securities which are not registered in the name of a Fund, to be
promptly executed by the registered holder of such Securities, without
indication of the manner in which such proxies are to be voted, and shall
promptly deliver to the Trust such proxies, all proxy soliciting materials and
all notices relating to such Securities.
<PAGE>
3.14 Information on Corporate Actions. The Custodian shall promptly
deliver to the Trust all information received by the Custodian and pertaining to
Securities being held by a Fund with respect to optional tender or exchange
offers, calls for redemption or purchase, or expiration of rights as described
in the Standards of Service Guide attached as Exhibit B. If the Trust desires to
take action with respect to any tender offer, exchange offer or other similar
transaction, the Trust shall notify the Custodian at least five Business Days
prior to the date on which the Custodian is to take such action. The Trust will
provide or cause to be provided to the Custodian all relevant information for
any Security which has unique put/option provisions at least five Business Days
prior to the beginning date of the tender period.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
4.1 Purchase of Securities. Promptly upon each purchase of Securities
for a Fund, Written Instructions shall be delivered to the Custodian, specifying
(a) the name of the issuer or writer of such Securities, and the title or other
description thereof, (b) the number of shares, principal amount (and accrued
interest, if any) or other units purchased, (c) the date of purchase and
settlement, (d) the purchase price per unit, (e) the total amount payable upon
such purchase, and (f) the name of the person to whom such amount is payable.
The Custodian shall upon receipt of such Securities purchased by such Fund pay
out of the moneys held for the account of that Fund the total amount specified
in such Written Instructions to the person named therein. The Custodian shall
not be under any obligation to pay out moneys to cover the cost of a purchase of
Securities for a Fund, if in the Fund Custody Account there is insufficient cash
available to the Fund for which such purchase was made.
4.2 Liability for Payment in Advance of Receipt of Securities
Purchased. In any and every case where payment for the purchase of Securities
for a Fund is made by the Custodian in advance of receipt of the Securities
purchased but in the absence of specified Written Instructions to so pay in
advance, the Custodian shall be liable to the Fund for such Securities to the
same extent as if the Securities had been received by the Custodian.
4.3 Sale of Securities. Promptly upon each sale of Securities by a
Fund, Written Instructions shall be delivered to the Custodian, specifying (a)
the name of the issuer or writer of such Securities, and the title or other
description thereof, (b) the number of shares, principal amount (and accrued
interest, if any), or other units sold, (c) the date of sale and settlement, (d)
the sale price per unit, (e) the total amount payable upon such sale, and (f)
the person to whom such Securities are to be delivered. Upon receipt of the
total amount payable to the Fund as specified in such Written Instructions, the
Custodian shall deliver such Securities to the person specified in such Written
Instructions. Subject to the foregoing, the Custodian may accept payment in such
form as shall be satisfactory to it, and may deliver Securities and arrange for
payment in accordance with the customs prevailing among dealers in Securities.
4.4 Delivery of Securities Sold. Notwithstanding Section 4.3 above or
any other provision of this Agreement, the Custodian, when instructed to deliver
Securities against payment, shall be entitled, if in accordance with generally
accepted market practice, to deliver such Securities prior to actual receipt of
final payment therefor. In any such case, the Fund shall bear the risk that
final payment for such Securities may not be made or that such Securities may be
returned or otherwise held or disposed of by or through the person to whom they
were delivered, and the Custodian shall have no liability for any for the
foregoing.
<PAGE>
4.5 Payment for Securities Sold, etc. In its sole discretion and from
time to time, the Custodian may credit a Fund Custody Account, prior to actual
receipt of final payment thereof, with (i) proceeds from the sale of Securities
which it has been instructed to deliver against payment, (ii) proceeds from the
redemption of Securities or other assets of the Fund, and (iii) income from
cash, Securities or other assets of the Fund. Any such credit shall be
conditioned upon actual receipt by Custodian of final payment and may be
reversed if final payment is not actually received in full. The Custodian may,
in its sole discretion and from time to time, permit a Fund to use funds so
credited to the Fund Custody Account in anticipation of actual receipt of final
payment. Any such funds shall be repayable immediately upon demand made by the
Custodian at any time prior to the actual receipt of all final payments in
anticipation of which funds were credited to the applicable Fund Custody
Account.
4.6 Advances by Custodian for Settlement. The Custodian may, in its
sole discretion and from time to time, advance funds to the Trust to facilitate
the settlement of a Fund's transactions in the Fund Custody Account. Any such
advance shall be repayable immediately upon demand made by Custodian.
ARTICLE V
REDEMPTION OF FUND SHARES
5.1 Transfer of Funds. From such funds as may be available for the
purpose in the relevant Fund Custody Account, and upon receipt of Proper
Instructions specifying that the funds are required to redeem Shares of the
Fund, the Custodian shall wire each amount specified in such Proper Instructions
to or through such bank as the Trust may designate with respect to such amount
in such Proper Instructions.
5.2 No Duty Regarding Paying Banks. The Custodian shall not be under
any obligation to effect payment or distribution by any bank designated in
Proper Instructions given pursuant to Section 5.1 above of any amount paid by
the Custodian to such bank in accordance with such Proper Instructions.
ARTICLE VI
SEGREGATED ACCOUNTS
Upon receipt of Proper Instructions, the Custodian shall establish and
maintain a segregated account or accounts for and on behalf of a Fund, into
which account or accounts may be transferred cash and/or Securities, including
Securities maintained in a Depository Account,
(a) in accordance with the provisions of any agreement among the
Trust, the Custodian and a broker-dealer registered under the 1934 Act and a
member of the NASD (or any futures commission merchant registered under the
Commodity Exchange Act), relating to compliance with the rules of The Options
Clearing Trust and of any registered national securities exchange (or the
Commodity Futures Trading Commission or any registered contract market), or of
any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund,
(b) for purposes of segregating cash or Securities in connection with
securities options purchased or written by the Fund or in connection with
financial futures contracts (or options thereon) purchased or sold by the Fund,
(c) which constitute collateral for loans of Securities made by the
Fund,
<PAGE>
(d) for purposes of compliance by the Fund with requirements under the
1940 Act for the maintenance of segregated accounts by registered investment
companies in connection with reverse repurchase agreements and when-issued,
delayed delivery and firm commitment transactions, and
(e) for other proper corporate purposes, but only upon receipt of, in
addition to Proper Instructions, a certified copy of a resolution of the Board
Of Trustees, certified by an Officer, setting forth the purpose or purposes of
such segregated account and declaring such purposes to be proper corporate
purposes. Each segregated account established under this Article VI shall be
established and maintained for a single Fund only. All Proper Instructions
relating to a segregated account shall specify the Fund involved.
ARTICLE VII
CONCERNING THE CUSTODIAN
7.1 Standard of Care. The Custodian shall be held to the exercise of
reasonable care in carrying out its obligations under this Agreement, and shall
be without liability to the Trust or any Fund for any loss, damage, cost,
expense (including attorneys' fees and disbursements), liability or claim unless
such loss, damage, cost, expense, liability or claim arises from negligence, bad
faith or willful misconduct on its part or on the part of any Sub-Custodian
appointed pursuant to Section 3.3 above. The Custodian shall be entitled to rely
on and may act upon advice of counsel on all matters, and shall be without
liability for any action reasonably taken or omitted pursuant to such advice.
The Custodian shall promptly notify the Trust of any action taken or omitted by
the Custodian pursuant to advice of counsel. The Custodian shall not be under
any obligation at any time to ascertain whether the Trust or the Funds are in
compliance with the 1940 Act, the regulations thereunder, the provisions of the
Trust's charter documents or by-laws, or the Funds' investment objectives and
policies as then in effect.
7.2 Actual Collection Required. The Custodian shall not be liable for,
or considered to be the custodian of, any cash belonging to a Fund or any money
represented by a check, draft or other instrument for the payment of money,
until the Custodian or its agents actually receive such cash or collect on such
instrument.
7.3 No Responsibility for Title, etc. So long as and to the extent that
it is exercising of reasonable care, the Custodian shall not be responsible for
the title, validity or genuineness of any property or evidence of title thereto
received or delivered by it pursuant to this Agreement.
7.4 Limitation on Duty to Collect. Custodian shall not be required to
enforce collection, by legal means or otherwise, of any money or property due
and payable with respect to Securities held for the Fund if such Securities are
in default or payment is not made after due demand or presentation. Custodian
shall promptly notify an Officer of the Trust in writing of any amounts of money
or property due and payable with respect to Securities held for a Fund which the
Custodian has not received after due demand or presentation.
7.5 Reliance Upon Documents and Instructions. The Custodian shall be
entitled to rely upon any certificate, notice or other instrument in writing
received by it and reasonably believed by it to be genuine. The Custodian shall
be entitled to rely upon any Oral Instructions and any Written Instructions
actually received by it pursuant to this Agreement.
7.6 Express Duties Only. The Custodian shall have no duties or
obligations whatsoever except such duties and obligations as are specifically
set forth in this Agreement, and no covenant or obligation shall be implied in
this Agreement against the Custodian.
<PAGE>
7.7 Co-operation. The Custodian shall cooperate with and supply
necessary information to the entity or entities appointed by the Trust to keep
the books of account of the Funds and/or compute the value of the assets of the
Funds. The Custodian shall take all such reasonable actions as the Trust may
from time to time request to enable the Trust to obtain, from year to year,
favorable opinions from the Trust's independent accountants with respect to the
Custodian's activities hereunder in connection with (a) the preparation of the
Trust's reports on Form N-1A and Form N-SAR and any other reports required by
the Securities and Exchange Commission, and (b) the fulfillment by the Trust of
any other requirements of the Securities and Exchange Commission.
ARTICLE VIII
INDEMNIFICATION
8.1 Indemnification by Trust. The Trust shall indemnify and hold
harmless the Custodian and any Sub-Custodian appointed pursuant to Section 3.3
above, and any nominee of the Custodian or of such Sub-Custodian, from and
against any loss, damage, cost, expense (including attorneys' fees and
disbursements), liability (including, without limitation, liability arising
under the Securities Act of 1933, the 1934 Act, the 1940 Act, and any state or
foreign securities and/or banking laws to the extent permitted by law or public
policy) or claim arising directly or indirectly (a) from the fact that
Securities are registered in the name of any such nominee, or (b) from any
action or inaction by the Custodian or such Sub-Custodian (i) at the request or
direction of or in reliance on the advice of the Trust, or (ii) upon Proper
Instructions, or (c) generally, from the performance of its obligations under
this Agreement, provided that neither the Custodian nor any such Sub-Custodian
shall be indemnified or held harmless from and against any such loss, damage,
cost, expense, liability or claim arising from the Custodian's or such
Sub-Custodian's negligence, bad faith or willful misconduct.
8.2 Indemnification by Custodian. The Custodian shall indemnify and
hold harmless the Trust from and against any loss, damage, cost, expense
(including attorneys' fees and disbursements), liability (including without
limitation, liability arising under the Securities Act of 1933, the 1934 Act,
the 1940 Act, and any state or foreign securities and/or banking laws to the
extent permitted by law or public policy) or claim arising from the negligence,
bad faith or willful misconduct of the Custodian or any Sub-Custodian appointed
pursuant to Section 3.3 above, or any nominee of the Custodian or of such
Sub-Custodian.
8.3 Indemnity to be Provided. If the Trust requests the Custodian to
take any action with respect to Securities, which may, in the opinion of the
Custodian, result in the Custodian or its nominee becoming liable for the
payment of money or incurring liability of some other form, the Custodian shall
not be required to take such action until the Trust shall have provided
indemnity therefor to the Custodian in an amount and form satisfactory to the
Custodian.
8.4 Security. If the Custodian advances cash or Securities to the Fund
for any purpose, either at the Trust's request or as otherwise contemplated in
this Agreement then, in any such event, property at that time held for the
account of such Fund in an amount equal to no more than the current value of
such advance shall be security therefor, and should the Fund fail promptly to
repay the Custodian, the Custodian shall be entitled to utilize available cash
of such Fund and to dispose of other assets of such Fund to the extent necessary
to obtain reimbursement.
<PAGE>
ARTICLE IX
FORCE MAJEURE
Neither the Custodian nor the Trust shall be liable for any failure or
delay in performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God; earthquakes; fires; floods; wars;
civil or military disturbances; sabotage; strikes; epidemics; riots; power
failures; computer failure and any such circumstances beyond its reasonable
control as may cause interruption, loss or malfunction of utility,
transportation, computer (hardware or software) or telephone communication
service; accidents; labor disputes; acts of civil or military authority;
governmental actions; or inability to obtain labor, material, equipment or
transportation; provided, however, that the Custodian in the event of a failure
or delay (i) shall not discriminate against the Funds in favor of any other
customer of the Custodian in making computer time and personnel available to
input or process the transactions contemplated by this Agreement and (ii) shall
use its best efforts to ameliorate the effects of any such failure or delay.
ARTICLE X
EFFECTIVE PERIOD; TERMINATION
10.1 Effective Period. This Agreement shall become effective as of its
execution and shall continue in full force and effect until terminated as
hereinafter provided.
10.2 Termination. Either party hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date of such
termination, which shall be not less than sixty (60) days after the date of the
giving of such notice. If a successor custodian shall have been appointed by the
Board Of Trustees, the Custodian shall, upon receipt of a notice of acceptance
by the successor custodian, on such specified date of termination (a) deliver
directly to the successor custodian all Securities (other than Securities held
in a Book-Entry System or Securities Depository) and cash then owned by the Fund
and held by the Custodian as custodian, and (b) transfer any Securities held in
a Book-Entry System or Securities Depository to an account of or for the benefit
of the Funds at the successor custodian, provided that the Trust shall have paid
to the Custodian all fees, expenses and other amounts to the payment or
reimbursement of which it shall then be entitled. Upon such delivery and
transfer, the Custodian shall be relieved of all obligations under this
Agreement. The Trust may at any time immediately terminate this Agreement in the
event of the appointment of a conservator or receiver for the Custodian by
regulatory authorities or upon the happening of a like event at the direction of
an appropriate regulatory agency or court of competent jurisdiction.
10.3 Failure to Appoint Successor Custodian. If a successor custodian
is not designated by the Trust on or before the date of termination specified
pursuant to Section 10.2 above, then the Custodian shall have the right to
deliver to a bank or corporation company of its own selection, which (a) is a
"bank" as defined in the 1940 Act and (b) has aggregate capital, surplus and
undivided profits as shown on its then most recent published report of not less
than $25 million, all Securities, cash and other property held by Custodian
under this Agreement and to transfer to an account of or for the Funds at such
bank or trust company all Securities of the Funds held in a Book-Entry System or
Securities Depository. Upon such delivery and transfer, such bank or trust
company shall be the successor custodian under this Agreement and the Custodian
shall be relieved of all obligations under this Agreement.
<PAGE>
ARTICLE XI
COMPENSATION OF CUSTODIAN
The Custodian shall be entitled to compensation as agreed upon from
time to time by the Trust and the Custodian. The fees and other charges in
effect on the date hereof and applicable to the Fund are set forth in Exhibit C
attached hereto.
ARTICLE XII
LIMITATION OF LIABILITY
Davis Park Series Trust is a business trust organized under Chapter
1746, Ohio Revised Code, and under a Declaration of Trust to which reference is
hereby made and a copy of which is on file at the office of the Secretary of the
State of Ohio as required by law, and to any and all amendments thereto so filed
or hereafter filed. The obligations of "Davis Park Series Trust" entered into in
the name or on behalf thereof by any of the Trustees, officers, employees or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, shareholders, officers, employees or agents of the
Trust personally, but bind only the assets of the Trust, as set forth in Section
1746.13(A), Ohio Revised Code, and all persons dealing with any of the Funds of
the Trust must look solely to the assets of the Trust belonging to such Fund for
the enforcement of any claims against the Trust.
ARTICLE XIII
NOTICES
Unless otherwise specified herein, all demands, notices, instructions,
and other communications to be given hereunder shall be in writing and shall be
sent or delivered to the recipient at the address set forth after its name
hereinbelow:
To the Trust:
Ameristock Corporation
Attn: Nicholas D. Gerber
Po Box 6919
Moraga, CA 94510
To Custodian:
Firstar Bank, N.A.
425 Walnut Street, M.L. CN-WN-06TC
Cincinnati, Ohio 45202
Attention: Mutual Fund Custody Services
Telephone: (513) 632-3905
Facsimile: (513) 632-
or at such other address as either party shall have provided to the other by
notice given in accordance with this Article XIII. Writing shall include
transmissions by or through teletype, facsimile, central processing unit
connection, on-line terminal and magnetic tape.
ARTICLE XIV
MISCELLANEOUS
14.1 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Ohio.
<PAGE>
14.2 References to Custodian. The Trust shall not circulate any printed
matter which contains any reference to Custodian without the prior written
approval of Custodian, excepting printed matter contained in the prospectus or
statement of additional information for the Funds and such other printed matter
as merely identifies Custodian as custodian for a Fund. The Trust shall submit
printed matter requiring approval to Custodian in draft form, allowing
sufficient time for review by Custodian and its counsel prior to any deadline
for printing.
14.3 No Waiver. No failure by either party hereto to exercise, and no
delay by such party in exercising, any right hereunder shall operate as a waiver
thereof. The exercise by either party hereto of any right hereunder shall not
preclude the exercise of any other right, and the remedies provided herein are
cumulative and not exclusive of any remedies provided at law or in equity.
14.4 Amendments. This Agreement cannot be changed orally and no
amendment to this Agreement shall be effective unless evidenced by an instrument
in writing executed by the parties hereto.
14.5 Counterparts. This Agreement may be executed in one or more
counterparts, and by the parties hereto on separate counterparts, each of which
shall be deemed an original but all of which together shall constitute but one
and the same instrument.
14.6 Severability. If any provision of this Agreement shall be invalid,
illegal or unenforceable in any respect under any applicable law, the validity,
legality and enforceability of the remaining provisions shall not be affected or
impaired thereby.
14.7 Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns; provided, however, that this Agreement shall not be assignable by
either party hereto without the written consent of the other party hereto.
14.8 Headings. The headings of sections in this Agreement are for
convenience of reference only and shall not affect the meaning or construction
of any provision of this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed and delivered in its name and on its behalf by its
representatives thereunto duly authorized, all as of the day and year first
above written.
ATTEST:
Davis Park Series Trust
By:/s/ Nicholas D. Gerber
ATTEST: FIRSTAR BANK, N.A.
/s/ Susan A. Fitzpatrick By:/s/ Lynette C. Gibson, Vice President
<PAGE>
EXHIBIT A
AUTHORIZED PERSONS
Set forth below are the names and specimen signatures of the persons
authorized by the Trust to administer the Fund Custody Accounts.
Authorized Persons Specimen Signatures
President:
-------------------------
Secretary:
-------------------------
Treasurer:
-------------------------
Vice President:
-------------------------
Adviser Employees:
-------------------------
Transfer Agent/Fund Accountant
Employees: -------------------------
-------------------------
-------------------------
-------------------------
-------------------------
<PAGE>
EXHIBIT B
Firstar Institutional Custody Services
Standards of Service Guide
July, 1999
Firstar Bank, N.A. is committed to providing superior quality service
to all customers and their agents at all times. We have compiled this guide as a
tool for our clients to determine our standards for the processing of security
settlements, payment collection, and capital change transactions. Deadlines
recited in this guide represent the times required for Firstar Bank to guarantee
processing. Failure to meet these deadlines will result in settlement at our
client's risk. In all cases, Firstar Bank will make every effort to complete all
processing on a timely basis.
Firstar Bank is a direct participant of the Depository Trust Company, a
direct member of the Federal Reserve Bank of Cleveland, and utilizes the Bankers
Trust Company as its agent for ineligible and foreign securities.
For corporate reorganizations, Firstar Bank utilizes SEI's Reorg
Source, Financial Information, Inc., XCITEK, DTC Important Notices, and the Wall
Street Journal.
For bond calls and mandatory puts, Firstar Bank utilizes SEI's Bond
Source, Kenny Information Systems, Standard & Poor's Corporation, and DTC
Important Notices. Firstar Bank will not notify clients of optional put
opportunities.
Any securities delivered free to Firstar Bank or its agents must be
received three (3) business days prior to any payment or settlement in order for
the Firstar Bank standards of service to apply.
Should you have any questions regarding the information contained in
this guide, please feel free to contact your account representative.
The information contained in this Standards of Service Guide
is subject to change. Should any changes be made Firstar Bank
will provide you with an updated copy of its Standards of
Service Guide.
<PAGE>
<TABLE>
<CAPTION>
Firstar Bank Security Settlement Standards]
<S> <C> <C>
Transaction Type Instructions Deadlines* Delivery Instructions
DTC 1:30 P.M. on Settlement Date DTC Participant #2803
Agent Bank ID 27895
Institutional #
For Account #
Federal Reserve Book Entry 12:30 P.M. on Settlement Date Federal Reserve Bank of Cinti/Trust
for Firstar Bank, N.A. ABA# 042000013
For Account #
Fed Wireable FNMA & FHLMC 12:30 P.M. on Settlement Date Bk of NYC/Cust
ABA 021000018
A/C Firstar Bank # 117612
For Account #
Federal Reserve Book Entry 1:00 P.M. on Settlement Date Federal Reserve Bank of Cinti/Spec
(Repurchase Agreement for Firstar Bank, N.A. ABA# 042000013
Collateral Only) For Account #
PTC Securities 12:00 P.M. on Settlement Date PTC For Account BYORK
(GNMA Book Entry) Firstar Bank / 117612
Physical Securities 9:30 A.M. EST on Settlement Date Bank of New York
(for Deliveries, by 4:00 P.M. on One Wall Street- 3rd Floor - Window A
Settlement Date minus 1) New York, NY 10286
For account of Firstar Bank / Cust #117612
Attn: Donald Hoover
CEDEL/EURO-CLEAR 11:00 A..M. on Settlement Date minus 2 Cedel a/c 55021
FFC: a/c 387000
Firstar Bank / Global Omnibus
Cash Wire Transfer 3:00 P.M. Firstar Bank,N.A. Cinti/Trust
ABA#
Credit Account #
Further Credit to
Account #
<FN>
* All times listed are Eastern Standard Time.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Firstar Bank Payment Standards
<S> <C> <C>
Security Type Income Principal
Equities Payable Date
Municipal Bonds* Payable Date Payable Date
Corporate Bonds* Payable Date Payable Date
Federal Reserve Bank Book Entry* Payable Date Payable Date
PTC GNMA's (P&I) Payable Date + 1 Payable Date + 1
CMOs *
DTC Payable Date + 1 Payable Date + 1
Bankers Trust Payable Date + 1 Payable Date + 1
SBA Loan Certificates When Received When Received
Unit Investment Trust Certificates* Payable Date Payable Date
Certificates of Deposit* Payable Date + 1 Payable Date + 1
Limited Partnerships When Received When Received
Foreign Securities When Received When Received
*Variable Rate Securities
Federal Reserve Bank Book Payable Date Payable Date
Entry
DTC Payable Date + 1 Payable Date + 1
Bankers Trust Payable Date + 1 Payable Date + 1
<FN>
NOTE: If a payable date falls on a weekend or bank holiday, payment will
be made on the immediately following business day.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Firstar Bank Corporate Reorganization Standards]
<S> <C> <C> <C>
Type of Action Notification to Client Deadline for Client Instructions Transaction
to Firstar Bank Posting
Rights, Warrants, Later of 10 business days prior to 5 business days prior to expiration Upon receipt
and Optional Mergers expiration or receipt of notice
Mandatory Puts with Later of 10 business days prior to 5 business days prior to expiration Upon receipt
Option to Retain expiration or receipt of notice
Class Actions 10 business days prior to expiration 5 business days prior to expiration Upon receipt
date
Voluntary Tenders, Later of 10 business days prior to 5 business days prior to expiration Upon receipt
Exchanges, expiration or receipt of notice
and Conversions
Mandatory Puts, Defaults, At posting of funds or securities None Upon receipt
Liquidations, Bankruptcies, received
Stock Splits, Mandatory
Exchanges
Full and Partial Calls Later of 10 business days prior to None Upon receipt]
expiration or receipt of notice
<FN>
NOTE: Fractional shares/par amounts resulting from any of the above will be
sold.
</FN>
</TABLE>
<PAGE>
EXHIBIT C
Firstar Institutional Custody Services
Proposed Domestic Custody Fee Schedule for
Ameristock Fund
Firstar Institutional Custody Services, as Custodian, will receive monthly
compensation for services according to the terms of the following Schedule:
I. Portfolio Transaction Fees:
(a) For each repurchase agreement transaction $7.00
(b) For each portfolio transaction processed through
DTC or Federal Reserve $9.00
(c) For each portfolio transaction processed through
our New York custodian $25.00
(d) Mutual Fund Trades $15.00
(e) For each GNMA/Amortized Security Purchase $25.00
(f) For each GNMA Prin/Int Paydown, GNMA Sales $8.00
(g) For each covered call option/future contract written,
exercised or expired $10.00
(h) For each Cedel/Euro clear transaction $80.00
(i) For each Disbursement (Fund expenses only) $5.00
A transaction is a purchase/sale of a security, free receipt/free delivery
(excludes initial conversion), maturity, tender or exchange:
II. Market Value Fee
Based upon an annual rate of: Million
.0003 (3 Basis Points) on First $20
.0002 (2 Basis Points) on Next $30
.00015 (1.5 Basis Points) on Balance
III. Monthly Minimum Fee-Per Fund $300.00
IV. Out-of-Pocket Expenses
The only out-of-pocket expenses charged to your account will be
shipping fees or transfer fees.
V. IRA Documents
Per Shareholder/year to hold each IRA Document $5.00
VI. Earnings Credits
On a monthly basis any earnings credits generated from uninvested
custody balances will be applied against any cash management service
fees generated.
7/14/2000 Firstar has agreed to reduce the IRA Custody fee Section V from $8.00
to $5.00 per a conference call on this date between Alps and Firstar.
<PAGE>
Revised: August 11, 2000
EXHIBIT D
Ameristock Large Company Growth Fund
Ameristock Focused Value Fund
<PAGE>
MUTUAL.196221.DOC:
EXHIBIT h(1)
TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made and entered into this 6th day of December, 2000,
by and between Davis Park Series Trust, a Delaware business trust (the "Fund"),
Ameristock Corporation (the "Advisor") and Mutual Shareholder Services LLC
("MSS").
RECITALS:
A. The Fund is a diversified, open-end management investment company
registered with the United States Securities and Exchange Commission under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
B. The Fund desires to appoint MSS as its transfer agent and dividend
disbursing and redemption agent, and MSS desires to accept such appointment.
C. The Advisor is the investment advisor for the Fund.
AGREEMENTS:
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereby agree as follows:
1. DUTIES OF MSS.
1.01 Subject to the terms and conditions set forth in this Agreement,
the Fund hereby employs and appoints MSS to act, and MSS agrees to act, as
transfer agent for the Fund's authorized and issued shares of beneficial
interest of each class of each portfolio of the Fund (the "Shares), and as
dividend disbursing and redemption agent for the Fund.
1.02 MSS agrees that it will perform the following services:
(a)In accordance with procedures established from time to time by
agreement between the Fund and MSS, MSS shall:
(i) Receive for acceptance, orders for the purchase of Shares,
and promptly deliver payment and appropriate documentation
therefore to the Custodian of the Fund authorized by the Board of
Directors of the Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate number
of Shares and hold such Shares in the appropriate Shareholder
account;
(iii) Receive for acceptance redemption requests and
redemption directions and deliver the appropriate documentation
therefore to the Custodian;
(iv) At the appropriate time as and when it receives monies
paid to it by the Custodian with respect to any redemption, pay
over or cause to be paid over in the appropriate manner such
monies as instructed by the redeeming Shareholders;
(v) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(vi) Prepare and transmit payments for dividends and
distributions declared by the Fund;
<PAGE>
(vii) Maintain records of account for and advise the Fund and
its Shareholders as to the foregoing; and
(viii) Record the issuance of shares of the Fund and maintain
pursuant to SEC Rule 17Ad-10(e) a record of the total number of
shares of the Fund which are authorized, based upon data provided
to it by the Fund, and issued and outstanding. MSS shall also
provide the Fund on a regular basis with the total number of
shares which are authorized and issued and outstanding and shall
have no obligation, when recording the issuance of shares, to
monitor the issuance of such shares or to take cognizance of any
laws relating to the issue or sale of such shares, which
functions shall be the sole responsibility of the Fund.
(b)In addition, MSS shall perform all of the customary services
of a transfer agent, dividend disbursing and redemption agent,
including but not limited to: maintaining all Shareholder accounts,
preparing Shareholder meeting lists, mailing proxies, receiving and
tabulating proxies, mailing Shareholder reports and prospectuses to
current Shareholders, withholding taxes on U.S. resident and
non-resident alien accounts, preparing and filing U.S. Treasury
Department Forms 1099 and other appropriate forms required with respect
to dividends and distributions by federal authorities for all
Shareholders, preparing and mailing confirmation forms and statements
of account to Shareholders for all purchases and redemptions of Shares
and other confirmable transactions in Shareholder accounts, preparing
and mailing activity statements for Shareholders, and providing
Shareholder account information and provide a system and reports which
will enable the Fund to monitor the total number of Shares sold in each
State.
Procedures applicable to certain of these services may be established
from time to time by agreement between the Fund and MSS.
2. FEES AND EXPENSES
2.01 In consideration of the services to be performed by MSS pursuant
to this Agreement, the Advisor agrees to pay MSS the fees set forth in the fee
schedule attached hereto as Exhibit "A".
2.02 In addition to the fee paid under Section 2.01 above, the Advisor
agrees to reimburse MSS for out-of-pocket expenses or advances incurred by MSS
in connection with the performance of its obligations under this Agreement. In
addition, any other expenses incurred by MSS at the request or with the consent
of the Fund will be reimbursed by the Advisor.
2.03 The Advisor agrees to pay all fees and reimbursable expenses
within five days following the receipt of the respective billing notice. Postage
for mailing of dividends, proxies, Fund reports and other mailings to all
shareholder accounts shall be advanced to MSS by the Advisor at least seven days
prior to the mailing date of such materials.
3. REPRESENTATIONS AND WARRANTIES OF MSS
MSS represents and warrants to the Fund that:
3.01 It is a corporation duly organized and existing and in good
standing under the laws of the State of Ohio.
3.02 It is duly qualified to carry on its business in the State of
Ohio.
3.03 It is empowered under applicable laws and by its charter and
by-laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
<PAGE>
3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
3.06 MSS is duly registered as a transfer agent under the Securities
Act of 1934 and shall continue to be registered throughout the remainder of
this Agreement.
4. REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to MSS that:
4.01 It is a business trust duly organized and existing and in good
standing under the laws of Delaware.
4.02 It is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement.
4.03 All corporate proceedings required by said Declaration of Trust
and By-Laws have been taken to authorize it to enter into and perform this
Agreement.
4.04 It is an open-end and diversified management investment company
registered under the 1940 Act.
4.05 A registration statement under the Securities Act of 1933 is
currently or will become effective and will remain effective, and appropriate
state securities law filings as required, have been or will be made and will
continue to be made, with respect to all Shares of the Fund being offered for
sale.
5. INDEMNIFICATION
5.01 MSS shall not be responsible for, and the Fund shall indemnify and
hold MSS harmless from and against, any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability arising out of or attributable
to:
(a)All actions of MSS or its agents or subcontractors required to
be taken pursuant to this Agreement, provided that such actions are
taken in good faith and without gross negligence or willful misconduct.
(b)The Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack good faith, gross
negligence or willful misconduct or which arise out of the breach of
any representation or warranty of the Fund hereunder.
(c)The reliance on or use by MSS or its agents or subcontractors
of information, records and documents which (i) are received by MSS or
its agents or subcontractors and furnished to it by or on behalf of the
Fund, and (ii) have been prepared and/or maintained by the Fund or any
other person or firm on behalf of the Fund.
(d)The reliance on, or the carrying out by MSS or its agents or
subcontractors of, any instructions or requests of the Fund.
(e)The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the securities laws
or regulations of any state that such Shares be registered in such
state or in violation of any stop order or other determination or
ruling by any federal agency or any state with respect to the offer or
sale of such Shares in such state.
<PAGE>
5.02 MSS shall indemnify and hold the Fund harmless from and against
any and all losses, damages, costs, charges, counsel fees, payments, expenses
and liability arising out of or attributable to any action or failure or
omission to act by MSS as a result of MSS's lack of good faith, gross negligence
or willful misconduct.
5.03 At any time MSS may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by MSS under this
Agreement, and MSS and its agents or subcontractors shall not be liable and
shall be indemnified by the Fund for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel. MSS, its
agents and subcontractors shall be protected and indemnified in acting upon any
paper or document furnished by or on behalf of the Fund, reasonably believed to
be genuine and to have been signed by the proper person or persons, or upon any
instruction, information, data, records or documents provided MSS or its agents
or subcontractors by machine readable input, telex, CRT data entry or other
similar means authorized by the Fund, and shall not be held to have notice of
any change of authority of any person, until receipt of written notice thereof
from the Fund. MSS, its agents and subcontractors shall also be protected and
indemnified in recognizing stock certificates which are reasonably believed to
bear the proper manual or facsimile signatures of the officers of the Fund, and
the proper countersignature of any former transfer agent or registrar, or of a
co-transfer agent or co-registrar.
5.04 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.
5.05 Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement or for any act
or failure to act hereunder.
5.06 Upon the assertion of a claim for which either party may be
required to indemnify the other, the party of seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
6. COVENANTS OF THE FUND AND MSS
6.01 The Fund shall promptly furnish to MSS a certified copy of the
resolution of the Board of Directors of the Fund authorizing the appointment of
MSS and the execution and delivery of this Agreement.
6.02 MSS hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.
6.03 MSS shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 31 of the 1940 Act, as amended, and the Rules thereunder,
MSS agrees that all such records prepared or maintained by MSS relating to the
services to be performed by MSS hereunder are the property of the Fund and will
be preserved, maintained and made available in accordance with such Section and
Rules, and will be surrendered promptly to the Fund on and in accordance with
its request.
<PAGE>
6.04 MSS and the Fund agree that all books, records, information and
data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement shall
remain confidential, and shall not be voluntarily disclosed to any other person,
except as may be required by law.
<PAGE>
6.05 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, MSS will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such
inspection. MSS reserves the right, however, to exhibit the Shareholder records
to any person whenever it is advised by its counsel that it may be held liable
for the failure to exhibit the Shareholder records to such person, and shall
promptly notify the Fund of any unusual request to inspect or copy the
shareholder records of the Fund or the receipt of any other unusual request to
inspect, copy or produce the records of the Fund.
7. TERM OF AGREEMENT
7.01 This Agreement shall become effective as of the date hereof and
shall remain in force for a period of three years; provided, however, that each
party to this Agreement have the option to terminate the Agreement without
penalty, upon 90 days prior written notice.
7.02 Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be borne by
the Fund. Additionally, MSS reserves the right to charge for any other
reasonable expenses associated with such termination.
8. MISCELLANEOUS
8.01 Neither this Agreement nor any rights or obligations hereunder may
be assigned by either party without the written consent of the other party. This
Agreement shall inure to the benefit of and be binding upon the parties and
their respective permitted successors and assigns.
8.02 This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the
Board of Trustees of the Fund.
8.03 The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of the State of Ohio as at the time in
effect and the applicable provisions of the 1940 Act. To the extent that the
applicable law of the State of Ohio, or any of the provisions here in, conflict
with the applicable provisions of the 1940 Act, the latter shall control.
8.04 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
8.05 All notices and other communications hereunder shall be in
writing, shall be deemed to have been given when received or when sent by telex
or facsimile, and shall be given to the following addresses (or such other
addresses as to which notice is given):
<TABLE>
<CAPTION>
To the Fund: To the Advisor: To MSS:
<S> <C> <C>
Davis Park Series Trust Ameristock Corporation Mutual Shareholder Services LLC
P.O. Box 6919 P.O. Box 6919 The Tower at Erieview, Suite 1005
Moraga, CA 94570 Moraga, CA 94570 1301 East Ninth Street
Cleveland, OH 44114
</TABLE>
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
DAVIS PARK SERIES TRUST MUTUAL SHAREHOLDER SERVICES LLC
By:/s/ Nicholas D. Gerber By:/s/ Gregory Getts
Nicholas D. Gerber, Chairman
Its: President
AMERISTOCK CORPORATION
By:/s/ Nicholas D. Gerber
Nicholas D. Gerber, President
<PAGE>
EXHIBIT "A"
FEE SCHEDULE
------------
Shareholder Servicing Fees all funds together
$11.50 annual fee per shareholder / Non-FundServ accounts
$ 6.00 annual fee per shareholder / FundServ accounts
min of $775.00 charge per month
Blue Sky Servicing Fees discounts do not apply
$100.00 per state per filing
*All fees discounted as follows:
Discount Net Assets of Fund
-------- ------------------
60% - 500,000
50% 500,000 1,000,000
45% 1,000,000 2,000,000
40% 2,000,000 3,000,000
35% 3,000,000 4,000,000
30% 4,000,000 5.000,000
25% 5,000,000 6,000,000
20% 6,000,000 7,000,000
15% 7,000,000 8,000,000
10% 8,000,000 9,000,000
5% 9,000,000 10,000,000
0% 10,000,000 11,000,000
11,000,000 -
<PAGE>
MUTUAL.196221.DOC:
EXHIBIT h(2)
ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 6th day of December, 2000,
by and between Davis Park Series Trust, a Delaware business trust (the "Fund"),
Ameristock Corporation (the "Advisor"), and Mutual Shareholder Services LLC
("MSS").
RECITALS:
A. The Fund is a diversified, open-end management investment company
registered with the United States Securities and Exchange Commission under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
B. MSS is a corporation experienced in providing accounting services to
mutual funds and possesses facilities sufficient to provide such services; and
C. The Fund desires to avail itself of the experience, assistance and
facilities of MSS and to have MSS perform the Fund certain services appropriate
to the operations of the Fund, and MSS is willing to furnish such services in
accordance with the terms hereinafter set forth; and
D. The Advisor is the investment advisor for the Fund.
AGREEMENTS:
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereby agree as follows:
1. DUTIES OF MSS.
MSS will provide the Fund with the necessary office space,
communication facilities and personnel to perform the following services for the
Fund:
(a)Timely calculate and transmit to NASDAQ the daily net asset
value of each class of shares of each portfolio of the Fund, and
communicate such value to the Fund and its transfer agent;
(b)Maintain and keep current all books and records of the Fund as
required by Rule 31a-1 under the 1940 Act, as such rule or any
successor rule may be amended from time to time ("Rule 31a-1"), that
are applicable to the fulfillment of MSS's duties hereunder, as well as
any other documents necessary or advisable for compliance with
applicable regulations as may be mutually agreed to between the Fund
and MSS. Without limiting the generality of the foregoing, MSS will
prepare and maintain the following records upon receipt of information
in proper form from the Fund or its authorized agents:
Cash receipts journal
Cash disbursements journal
Dividend record
Purchase and sales - portfolio securities journals
Subscription and redemption journals
Security ledgers
Broker ledger
General ledger
Daily expense accruals
Daily income accruals
Securities and monies borrowed or loaned and collateral
therefore Foreign currency
journals
Trial balances
<PAGE>
(c)Provide the Fund and its investment advisor with daily
portfolio valuation, net asset value calculation and other standard
operational reports as requested from time to time.
(d)Provide all raw data available from its fund accounting system
for the preparation by the Fund or its investment advisor of the
following:
1. Semi-annual financial statements;
2. Semi-annual form N-SAR;
3. Annual tax returns;
4. Financial data necessary to update form N-1A;
5. Annual proxy statement.
(e)Provide facilities to accommodate annual audit and any audits
or examinations conducted by the Securities and Exchange Commission or
any other governmental or quasi-governmental entities with
jurisdiction.
MSS shall for all purposes herein be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no authority to
act for or represent the Fund in any way or otherwise be deemed an agent of the
Fund.
2. FEES AND EXPENSES.
(a)In consideration of the services to be performed by MSS
pursuant to this Agreement, the Advisor agrees to pay MSS the fees set
forth in the fee schedule attached hereto as Exhibit A.
(b)In addition to the fees paid under paragraph (a) above, the
Advisor agrees to reimburse MSS for out-of-pocket expenses or advances
incurred by MSS in connection with the performance of its obligations
under this Agreement. In addition, any other expenses incurred by MSS
at the request or with the consent of the Fund will be reimbursed by
the Advisor.
(c)The Advisor agrees to pay all fees and reimbursable expenses
within five days following the receipt of the respective billing notice
3. LIMITATION OF LIABILITY OF MSS.
(a)MSS shall be held to the exercise of reasonable care in
carrying out the provisions of the Agreement, but shall not be liable
to the Fund for any action taken or omitted by it in good faith without
gross negligence, bad faith, willful misconduct or reckless disregard
of its duties hereunder. It shall be entitled to rely upon and may act
upon the accounting records and reports generated by the Fund, advice
of the Fund, or of counsel for the Fund and upon statements of the
Fund's independent accountants, and shall not be liable for any action
reasonably taken or omitted pursuant to such records and reports or
advice, provided that such action is not, to the knowledge of MSS, in
violation of applicable federal or state laws or regulations, and
provided further that such action is taken without gross negligence,
bad faith, willful misconduct or reckless disregard of its duties.
(b)Nothing herein contained shall be construed to protect MSS
against any liability to the Fund to which MSS shall otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence
in the performance of its duties to the Fund, reckless disregard of its
obligations and duties under this Agreement or the willful violation of
any applicable law.
<PAGE>
(c)Except as may otherwise be provided by applicable law, neither
MSS nor its stockholders, officers, directors, employees or agents
shall be subject to, and the Fund shall indemnify and hold such persons
harmless from and against, any liability for and any damages, expenses
or losses incurred by reason of the inaccuracy of information furnished
to MSS by the Fund or its authorized agents.
4. REPORTS.
(a)The Fund shall provide to MSS on a quarterly basis a report of
a duly authorized officer of the Fund representing that all information
furnished to MSS during the preceding quarter was true, complete and
correct in all material respects. MSS shall not be responsible for the
accuracy of any information furnished to it by the Fund or its
authorized agents, and the Fund shall hold MSS harmless in regard to
any liability incurred by reason of the inaccuracy of such information.
(b)Whenever, in the course of performing its duties under this
Agreement, MSS determines, on the basis of information supplied to MSS
by the Fund or its authorized agents, that a violation of applicable
law has occurred or that, to its knowledge, a possible violation of
applicable law may have occurred or, with the passage of time, would
occur, MSS shall promptly notify the Fund and its counsel of such
violation.
5. ACTIVITIES OF MSS.
The services of MSS under this Agreement are not to be deemed
exclusive, and MSS shall be free to render similar services to others so long as
its services hereunder are not impaired thereby.
6. ACCOUNTS AND RECORDS.
The accounts and records maintained by MSS shall be the property of the
Fund, and shall be surrendered to the Fund promptly upon request by the Fund in
the form in which such accounts and records have been maintained or preserved.
MSS agrees to maintain a back-up set of accounts and records of the Fund (which
back-up set shall be updated on at least a weekly basis) at a location other
than that where the original accounts and records are stored. MSS shall assist
the Fund's independent auditors, or, upon approval of the Fund, any regulatory
body, in any requested review of the Fund's accounts and records. MSS shall
preserve the accounts and records as they are required to be maintained and
preserved by Rule 31a-1.
7. CONFIDENTIALITY.
MSS agrees that it will, on behalf of itself and its officers and
employees, treat all transactions contemplated by this Agreement, and all other
information germane thereto, as confidential and not to be disclosed to any
person except as may be authorized by the Fund.
8. TERM OF AGREEMENT.
(a) This Agreement shall become effective as of the date hereof and
shall remain in force for a period of three years; provided, however, that each
party to this Agreement have the option to terminate the Agreement, without
penalty, upon 90 days prior written notice.
(b) Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movements of records and material will be borne by
the Fund. Additionally, MSS reserves the right to charge for any other
reasonable expenses associated with such termination.
<PAGE>
9. MISCELLANEOUS.
(a) Neither this Agreement nor any rights or obligations hereunder may
be assigned by either party without the written consent of the other party. This
Agreement shall inure to the benefit of and be binding upon the parties and
their respective permitted successors and assigns.
(b) The provisions of this Agreement shall be construed and interpreted
in accordance with the laws of the State of Ohio as at the time in effect and
the applicable provisions of the 1940 Act. To the extent that the applicable law
of the State of Ohio, or any of the provisions herein, conflict with the
applicable provisions of the 1940 Act, the latter shall control.
(c) This Agreement may be amended by the parties hereto only if such
amendment is in writing and signed by both parties.
(d) This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.
(e) All notices and other communications hereunder shall be in writing,
shall be deemed to have been given when received or when sent by telex or
facsimile, and shall be given to the following addresses (or such other
addresses as to which notice is given):
<TABLE>
<CAPTION>
To the Fund: To the Advisor: To MSS:
<S> <C> <C>
Davis Park Series Trust Ameristock Corporation Mutual Shareholder Services LLC
P.O. Box 6919 P.O. Box 6919 The Tower at Erieview, Suite 1005
Moraga, CA 94570 Moraga, CA 94570 1301 East Ninth Street
Cleveland, OH 44114
</TABLE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
DAVIS PARK SERIES TRUST MUTUAL SHAREHOLDER SERVICES LLC
By: /s/ Nicholas D. Gerber By: /s/ Gregory D. Getts
Nicholas D. Gerber, Chairman
Its:
AMERISTOCK CORPORATION
By: /s/ Nicholas D. Gerber
Nicholas D. Gerber, President
<PAGE>
EXHIBIT "A"
FEE SCHEDULE
Accounting Fees per fund
If average value of fund is
between the following: Yearly Fee Monthly Fee
--------------------- ---------- -----------
- 25,000,000 21,000 1,750
25,000,000 50,000,000 30,500 2,542
50,000,000 75,000,000 36,250 3,021
75,000,000 100,000,000 42,000 3,500
100,000,000 125,000,000 47,750 3,979
125,000,000 150,000,000 53,500 4,458
150,000,000 - 59,250 4,938
*All fees discounted as follows:
Discount Net Assets of Fund
-------- ------------------
60% - 500,000
50% 500,000 1,000,000
45% 1,000,000 2,000,000
40% 2,000,000 3,000,000
35% 3,000,000 4,000,000
30% 4,000,000 5,000,000
25% 5,000,000 6,000,000
20% 6,000,000 7,000,000
15% 7,000,000 8,000,000
10% 8,000,000 9,000,000
5% 9,000,000 10,000,000
0% 10,000,000 11,000,000
11,000,000 -
<PAGE>
Exhibit i
December 6, 2000
Davis Park Series Trust
P.O. Box 6919
Moraga, California 94570
Re: Davis Park Series Trust
Gentlemen:
We have acted as counsel for Davis Park Series Trust, a Delaware
business trust (the "Trust"), in connection with the filing by the Trust of a
Registration Statement on Form N-1A pursuant to the Securities Act of 1933 and
the Investment Company Act of 1940 (the "Registration Statement") with respect
to the proposed sale of an indefinite number of shares (the "Shares") of each of
(i) the Ameristock Large Company Growth Fund Series, a series of shares of
beneficial interest of the Trust representing the beneficial interest of
shareholders in the Ameristock Large Company Growth Fund, a separate investment
portfolio of the Trust, and (ii) the Ameristock Focused Value Fund Series, a
series of shares of beneficial interest of the Trust representing the beneficial
interest of shareholders in the Ameristock Focused Value Fund, a separate
investment portfolio of the Trust. Except as otherwise indicated, capitalized
terms used herein shall have the same meanings ascribed to such terms in the
Agreement. The law covered by the opinions expressed herein is limited to the
laws of the State of Delaware and the federal laws of the United States.
In rendering the opinion expressed herein, we have examined executed
originals, counterparts, or copies thereof of all such records of the Trust,
such agreements, certificates of officers of the Trust, public officials and
others, and such other documents, certificates and other records as we have
deemed necessary as a basis for the opinions expressed in this letter,
including, without limitation, the Certificate of Trust, the Agreement and
Declaration of Trust (the "Declaration of Trust"), the Bylaws of the Trust and
the records and proceedings of the Trustees of the Trust from the date of
formation of the Trust.
As to questions of fact material to the opinions expressed herein, we
have relied upon, and assumed the accuracy of, such certificates, records,
searches and other documents that we have reviewed in connection with giving the
opinions expressed herein. We have assumed that there are no other facts,
conditions or circumstances which conflict with or are inconsistent with those
set forth in any of the foregoing. With respect to such matters, we have not
made any independent investigation or verification of the information contained
therein for purposes of this opinion letter. In rendering the opinions expressed
herein, we have not conducted any investigation into the types of businesses and
activities in which any party engages or the manner in which any party conducts
its business as would enable us to render any opinion (and, accordingly, we
express no opinion) as to the applicability to any party of any federal or state
law or regulation not of general applicability to business trusts.
<PAGE>
In connection with rendering the opinions expressed herein, we have
with your permission assumed, without independent investigation, the following:
(i) the legal capacity of natural persons, the absence of duress, fraud and
undue influence of all signatures on documents submitted to us, and the absence
of mutual mistake of fact or misunderstanding; (ii) the genuineness of all
signatures on documents submitted to us; and (iii) the authenticity,
completeness and accuracy of all documents, materials and records submitted to
us as originals and the conformity to authentic original documents of all
documents, materials and records submitted to us as certified, conformed or
photostatic copies
Based upon and subject to the assumptions and qualifications set forth
herein, we are of the opinion that The Shares, when issued pursuant to the
terms, provisions and conditions of the Declaration of Trust and in the
Registration Statement, and upon receipt of the full authorized consideration
therefor in cash, will be validly issued, fully paid and non-assessable by the
Trust.
The opinions expressed herein are given as of the date hereof and speak
as of only that date. We assume no obligation to advise you of any changes in
facts or law or of anything coming to our attention bearing upon the accuracy of
or completeness of any assumption, whether or not material, which may be brought
to our attention at a later date.
The opinions expressed in this letter are intended solely for your use
in the above-described transaction and may not be reproduced, filed publicly or
relied upon by any other persons or entities for any purpose without the express
written consent of the undersigned.
We hereby consent to the references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
/s/ McDonald, Hopkins, Burke
McDonald, Hopkins,
Burke & Haber Co., L.P.A.
<PAGE>
Exhibit j
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report dated November 6, 2000 in Davis Park Series Trust's Post-Effective
Amendment Nos. 1 and 2 and to all references to our firm included in or made a
part of such Amendments
/s/ McCurdy & Associates CPA's, Inc.]
McCurdy & Associates CPA's, Inc.
Westlake, Ohio
December 6, 2000
<PAGE>
EXHIBIT l
AMERISTOCK CORPORATION
P.O. Box 6919
Moraga, CA 94570
November 6, 2000
Davis Park Series
P.O. Box 6919
Moraga, CA 94570
Re: Subscription Agreement
Gentlemen:
We are purchasing from you today (i) 666.67 shares of Ameristock Large
Company Growth Fund, a portfolio of Davis Park Series Trust, a Delaware business
trust (the "Trust"), at a price of $15.00 per share, and (ii) 6,000 shares of
Ameristock Focused Value Fund, a separate portfolio of the Trust, at a price of
$15.00 per share, for an aggregate price of $100,000 to provide the initial
capital you require pursuant to Section 14 of the Investment Company Act of 1940
in order to make a public offering of shares of the Fund.
We hereby represent that we are acquiring said shares for investment
and not for distribution or resale to the public.
Very truly yours,
AMERISTOCK CORPORATION
By:/s/ Nicholas D. Gerber, President
Nicholas D. Gerber, President
<PAGE>
CODE OF ETHICS
AMERISTOCK MUTUAL FUND, INC.
AMERISTOCK LARGE COMPANY GROWTH FUND
AMERISTOCK FOCUSED VALUE FUND
AMERISTOCK CORPORATION]
Section 1 - Definitions
(a) "Fund" means Ameristock Mutual Fund, Inc., Ameristock Large Company
Growth Fund or Ameristock Focused Value Fund.
(b) "Advisor" means Ameristock Corporation
(c) "Access person" means any director, officer, general partner, or
advisory person of the Fund or the Advisor.
(d) "Advisory person" means (i) any employee of the Fund or of any company
in a control relationship to the Fund or the Advisor, who, in
connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the purchase or sale
of a security by the Fund, or whose functions relate to the making of
any recommendations with respect to such purchases or sales; and (ii)
any natural person in a control relationship to the Fund or the
Advisor who obtains information concerning recommendations made to the
Fund with regard to the purchase or sale of a security.
(e) A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and
communicated and, with respect to the person making the recommendation,
when such person seriously considers making such a recommendation.
(f) "Beneficial ownership" shall be interpreted in the same manner as it
would be in determining whether a person is subject to the provisions
of Section 16 of the Securities Exchange Act of 1934 and the rules and
regulations thereunder, except that the determination of direct or
indirect beneficial ownership shall apply to all securities which an
access person has or acquires.
(g) "Control" shall have the same meaning as that set forth in Section 2(a)
(9) of the Investment Company Act.
(h) "Disinterested trustee" means a trustee of the Fund who is not an
"interested person" of the Fund within the meaning of Section 2(a)
(19) of the Investment Company Act.
(i) "Purchase or sale of a security" includes, inter alia, the writing of
an option to purchase or sell a security.
(j) "Security" shall have the meaning set forth in Section 2(a)(36) of the
Investment Company Act, except that it shall not include shares of
registered open-end investment companies, securities issued by the
<PAGE>
Government of the United States, short term debt securities which are
"government securities" within the meaning of Section 2(a)(16) of the
Investment Company Act, bankers' acceptances, bank certificates of
deposit, commercial paper and such other money market instruments as
designated by the Board of Trustees.
Section 2 - Exempted Transactions
The prohibitions of Section 3 of this Code shall not apply to:
(a) purchases or sales effected in any account over which the access person
has no direct or indirect influence or control;
(b) purchases or sales of securities which are not eligible for purchase or
sale by the Fund;
(c) purchases or sales which are non-volitional on the part of either the
access person or the Fund;
(d) purchases which are part of an automatic dividend reinvestment plan;
and
(e) purchases effected upon the exercise of rights issued by an issuer
pro rata to all holders of a class of its securities, to the extent
such rights were acquired from such issuer, and sales of such rights so
acquired.
Section 3 - Prohibited Purchases and Sale
No access person shall purchase or sell, directly or indirectly, any security in
which he has, or by reason of such transaction acquires, any direct or indirect
beneficial ownership and which to his actual knowledge at the time of such
purchase or sale:
(a) is being considered for purchase or sale by the Fund; or
(b) is being purchased or sold by the Fund.
The effective date for the prohibited purchases and sale shall be two weeks
after the acquisition of any such actual knowledge.
Section 4 - Reporting
(a) Every access person shall report to the Fund the information described
in Section 4(b) of this Code with respect to transactions in any
security in which such access person has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership in
the security; provided, however, that an access person shall not be
required to make a report with respect to transactions effected for any
account over which such person does not have any direct or indirect
influence.
(b) Every report shall be made not later than 15 business days after the
end of the calendar quarter in which the transaction to which the
report relates was effected, and shall contain the following
information:
<PAGE>
(i) the date of the transaction, the title and the number of
shares, and the principal amount of each security involved;
(ii) the nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
(iii) the price at which the transaction was effected; and
(iv) the name of the broker, dealer or bank with or through whom
the transaction was effected.
(c) Any such report may contain a statement that the report shall not be
construed as an admission by the person making such report that he has
any direct or indirect beneficial ownership in the security to which
the report relates.
As an alternative to the above reports, an access person may direct the
brokerage firm to send duplicate monthly account statements of said brokerage
accounts to the compliance officer.
Section 5 - Sanctions
Upon discovering a violation of this Code, the Board of Trustees of the Fund or
the Advisor, as the case may be, may impose such sanctions as it deems
appropriate, including, inter alia, a letter of censure or suspension or
termination of the employment of the violator.
<PAGE>
