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497, 2001-01-08
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                                   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..................1
                  Risk/Return Summary -
                   Ameristock Focused Value Fund..............2
                  Fees and Expenses...........................5
                  How to Buy Shares...........................6
                  How to Redeem Shares........................7
                  Net Asset Value.............................9
                  Investment Management.......................9
                  Dividends and Taxes........................10
                  Other Information..........................10





<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.  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.

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.

                  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




<PAGE>


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.

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)
            --------------
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.  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.

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.


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




                            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


         --------------------------------       -------------------------------
         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.


---------------------------
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.....................................7
           Management of the Fund...................................8
           Ownership of Shares......................................9
           Portfolio Turnover.......................................9
           Portfolio Transactions and Brokerage.....................9
           Share Redemptions........................................9
           Taxation of the Fund....................................10
           Performance Information.................................10
           Additional Information..................................12



                              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.

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.


<PAGE>


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.

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.

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.

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%;

         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.

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>
=============================  ======= ==================================== ========================================
  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,          President Ameristock Corporation,
P.O. Box 6919                                Treasurer and 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).
=============================  ------- ------------------------------------ ========================================

=============================  ------- ------------------------------------ ========================================
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.




<PAGE>


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.


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.

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.


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.



<PAGE>


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.

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.

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


<PAGE>



                             DAVIS PARK SERIES TRUST
                     NOTES TO FINANCIAL STATEMENTS (CONT'D)
                                November 6, 2000


 2.  RELATED PARTY TRANSACTIONS (Cont'd)
        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.

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




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