AMERITOR SECURITY TRUST
485BPOS, 2000-11-01
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                                                          33 Act File #333-20889
                                                          40 Act File #811-00018

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                   [X]

Pre-Effective Amendment No.                                               [ ]
                            ----------------
Post-Effective Amendment No.        17                                    [X]
                            ----------------

                                     AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           [X]

Amendment No.     23                                                      [X]
             -------------

                        (check appropriate box or boxes)

                             AMERITOR SECURITY TRUST
--------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


                   4400 MacArthur Blvd, #301, Washington, D.C. 20007-2521
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices)        (Zip Code)

        Registrant's Telephone Number, including Area Code: 202-223-1000


                             Carole Kinney, President
                             Ameritor Security Trust
                           4400 MacArthur Blvd, #301
                           Washington, D.C. 20007-2521
-------------------------------------------------------------------------------
               (Name and Address of Agent for Service of Process)


It is proposed that this filing will become effective (check appropriate box):

          [X] immediately upon filing pursuant to paragraph (b);
          [ ] on ________ (date) pursuant to paragraph (b);
          [ ] 60 days after filing pursuant to paragraph (a)(1);
          [ ] on ________ (date) pursuant to paragraph (a)(1);
          [ ] 75 days after filing pursuant to paragraph (a)(2); or
          [ ] on ________ (date) pursuant to paragraph (a)(2) of Rule 485.


If appropriate, check the following box:

          [ ]  This post-effective amendment designates a new effective date for
               a previously filed post-effective amendment.

<PAGE>

                                     PART A
                                     ======

PROSPECTUS

                             AMERITOR SECURITY TRUST

                        A No-Load Fund - No Sales Charge

              Shares are Purchased and Redeemed at Net Asset Value

                                                   November 1, 2000
                                                   ----------------



This Prospectus  contains  information you should know before investing.  Please
keep it for future  reference.  A Statement of Additional  Information about the
Fund,  dated  November 1, 2000,  has been filed with the Securities and Exchange
Commission and is incorporated by reference in this Prospectus. To obtain a free
copy, call 202-223-1000 or 1-800-424-8570.

Mutual fund shares are not deposits or  obligations  of, or  guaranteed  by, any
depository institution.  Shares are not insured by the Federal Deposit Insurance
Corporation  (FDIC),  or any other agency,  and are subject to investment risks,
including possible loss of the principal amount invested.



NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION  HAS  APPROVED OR  DISAPPROVED  THESE  SECURITIES  OR PASSED UPON THE
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.


<PAGE>
<TABLE>
<CAPTION>
                                                   TABLE OF CONTENTS
                                                                                                               Page
<S>                                                                                                              <C>
INFORMATION ABOUT THE AMERITOR SECURITY TRUST.....................................................................1
         About the Fund...........................................................................................1
         Investments, Risks, and Performance:  What to Expect.....................................................1
         Fees and Expenses: What to Expect........................................................................4
         Other Information about the Fund.........................................................................5

INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES, AND RELATED RISKS.........................................6
         Investment Objective of the Fund.........................................................................6
         Implementation of Investment Objective...................................................................6
         Concentration Policy.....................................................................................7
         Temporary Defensive Positions............................................................................7
         Portfolio Turnover.......................................................................................8
         Portfolio Risks..........................................................................................8
         Portfolio Diversification...............................................................................12

MANAGEMENT, ORGANIZATION, AND CAPITAL STRUCTURE..................................................................13
         Investment Advisor......................................................................................13
         Organization and Capital Structure......................................................................14
         Special Provisions of the Trust Indenture of the Fund...................................................14
         Legal Proceedings.......................................................................................15

SHAREHOLDER INFORMATION..........................................................................................15
         Pricing of Fund Shares..................................................................................15
         Purchase of Fund Shares.................................................................................16
         Redemption of Fund Shares...............................................................................16
         Dividends and Distributions.............................................................................17
         Tax Status and Consequences.............................................................................17

CONDENSED FINANCIAL INFORMATION OF THE FUND......................................................................18
         Financial Highlights....................................................................................19
</TABLE>


<PAGE>

              SUMMARY INFORMATION ABOUT THE AMERITOR SECURITY TRUST

ABOUT THE FUND

The Ameritor  Security  Trust  (hereinafter,  the "Fund") is a common-law  trust
organized  under the laws of the District of Columbia.  The Fund was  originally
founded in 1939 under the name  Associated  Fund Trust. As of June 30, 2000, the
Fund had approximately $6 million of assets under management.

INVESTMENTS, RISKS, AND PERFORMANCE:  WHAT TO EXPECT

To help you  decide  whether  this fund is  appropriate  for you,  this  section
reviews the Fund's investment objective,  strategy, and potential risks. As with
all mutual funds, there is no guarantee this fund will achieve its goals.

What is the Fund's investment objective?

          The  primary  investment  objective  of the  Fund is to  seek  current
          income. As a secondary objective, the Fund seeks to maximize the total
          return but only to the extent  consistent with its primary  investment
          objective.

What are the Fund's principal investment strategies?

          The Fund seeks to meet its investment  objective through a broad range
          of investment vehicles.  The Fund may also make substantial  temporary
          defensive  investments in (i) high-grade debt securities of all types,
          (ii) U.S. government securities,  and (iii) repurchase agreements.  If
          the Fund makes substantial temporary defensive  investments,  the Fund
          may not achieve its investment objective.

          In choosing an investment  for the Fund, the Fund is not restricted to
          any  particular  criteria  or quality  standards  except as  expressly
          provided for in this Prospectus.  With respect to common and preferred
          stock  investments,  the Fund's financial  adviser generally looks for
          issuers that pay attractive dividends and show growth potential, based
          on  fundamental  analysis of the relevant  industries and the issuers'
          financial  strength.  With  respect to debt  instruments  (other  than
          short-term debt used for defensive  purposes),  the Fund's  investment
          adviser  considers  probable  interest  rate  movements  and generally
          chooses investment grade instruments.  The yield sought by the Fund on
          investment grade  instruments  usually exceeds that of short-term U.S.
          treasury securities.

          The Fund uses the following principal investment strategies to attempt
          to achieve its investment objective.

          o    The purchase and sale of common and  preferred  stock of U.S. and
               non-U.S. (foreign) issuers.

          o    The  purchase  and sale of call  options.  This is  primarily  to
               achieve premium income but may also be used for hedging purposes.

          o    The purchase and sale of U.S. government securities.

          o    The purchase and sale of  high-yield/high-risk  bonds,  sometimes
               called Junk Bonds.

          o    The purchase and sale of U.S.  government agency  mortgage-backed
               securities.

                                       1

<PAGE>

What are the main risks of investing in the Fund?

          Investing in the Fund involves  investment  risk.  Because  securities
          fluctuate in price, there is a risk of loss of principal.

          An  investor  should  select  investments  which  reflect  his  or her
          financial  goals,  time horizon,  and risk tolerance.  The Fund is not
          intended to provide a complete or balanced investment program, but can
          serve as one component of an investor's  program to accumulate  assets
          for  retirement,  college  tuition,  or other major  goals.  Investors
          should  consult with their personal  accountant or investment  advisor
          prior to making an investment in the Fund.

          o    The fund should not represent your complete investment program or
               be used for short-term trading.

          By investing in the Fund,  an investor  assumes the risks of investing
          in the  types  of  investments  acquired  by the  Fund.  Investing  in
          securities   involves  varying  degrees  of  market  risk,  credit  or
          financial  risk,  and prepayment  risk. The Fund invests  primarily in
          stocks,  some of which may not be currently  producing  income,  which
          could limit its potential for current income compared with a fund that
          invests primarily in interest-earning  assets such as debt securities.
          In addition, the Fund is not restricted in the investment vehicles and
          techniques  that it may use, some of which are highly  specialized and
          involve significant risks.

          The use of the investment  techniques described in this Prospectus can
          produce  portfolio  turnover of 100% or more per year.  The  portfolio
          turnover  for the year ended  June 30,  2000 was 91%.  High  portfolio
          turnover  (100% or more)  increases  the  Fund's  brokerage  costs and
          increases  the  likelihood  that the Fund will  experience  short-term
          gains and losses.

          Common  and  preferred  stock  issued by  non-U.S.  (foreign)  issuers
          presents additional special risks. For example, political, social, and
          economic   developments   abroad  might   adversely   affect   foreign
          investments. Often, there is less information publicly available about
          foreign issuers, so it can be more challenging to assess the viability
          and prospects of foreign companies.  The value of investments that are
          denominated  in  foreign  currencies  may  be  adversely  affected  by
          fluctuations  in  foreign  currency  values.  In  addition,  given the
          particular risks associated with investing in developing countries, an
          investment   in  the   developing   countries   should  be  considered
          speculative.

          The Fund may engage in a variety of investment  strategies relating to
          the use of options,  including  the writing  (selling) of covered call
          options.  When writing a covered call option,  the Fund, in return for
          the premium (purchase price), gives up the opportunity for profit from
          a price increase in the underlying  security above the exercise price.
          However,  the Fund  retains  the risk of loss  should the price of the
          security decline. The use of options could limit the Fund's ability to
          meet its investment objective because,  unlike one who owns securities
          not subject to an option,  the Fund has no control over when it may be
          required to sell the underlying securities.  The Fund may be presented
          with an  exercise  notice at any time prior to the  expiration  of its
          obligation  as a writer,  even if selling the  underlying  security at
          that time is not advantageous to the Fund.

                                       2
<PAGE>

          Because the Fund currently is not classified as a regulated investment
          company  ("RIC")  under the Internal  Revenue Code of 1986, as amended
          ("Code"),  the Fund is subject to taxation on its income  similar to a
          corporation.  In addition, the distributions from the Fund are taxable
          under the normal  corporate  tax rules.  This double  layer of tax may
          result in a decrease in the amount of  distributions  an investor  may
          receive.

          For the fiscal year ending June 30, 2001,  the Fund intends to qualify
          as a RIC under the Code. As a result, the Fund will distribute most of
          its income and gains to its shareholders every year. Income dividends,
          if any, may be paid quarterly and capital gains distributions, if any,
          will be made at least annually.

          For the year ended June 30, 2000, the Fund's percentage of expenses to
          average net assets was 6.93%.  This expense  ratio is higher than most
          other funds, which typically have  substantially more assets.  With an
          expense  ratio of 6.93%,  the Fund would need to  increase  net assets
          equivalent to the expense ratio in order to maintain its net assets at
          the same level,  assuming there are no redemptions.  A decrease in net
          assets,  whether  caused by redemptions or a decrease in return on the
          Fund's investments,  would cause the expense ratio to increase, absent
          a reduction in expenses.

          o    The above Summary  Information  about the Ameritor Security Trust
               is a summary of  information  contained in other portions of this
               Prospectus.  For more details on the Fund's investment strategies
               and techniques and the risks of such investments, see the section
               entitled "Investment Objectives, Principal Investment Strategies,
               and  Related  Risks"  in  this  Prospectus  and  see  the  Fund's
               Statement of Additional Information. Also, additional information
               about the Fund's  investments  is available in the Fund's  annual
               and semi-annual reports to shareholders.












                                      3
<PAGE>

Risk/Return Bar Chart and Table

The bar  chart and table  shown  below  provide  an  indication  of the risks of
investing  in the Fund by showing  (on a  calendar  year  basis)  changes in the
Fund's  annual total return from year to year and by showing (on a calendar year
basis) how the Fund's average annual returns for one year,  five years,  and ten
years compare to those of broad-based  securities  market indices.  How the Fund
has performed in the past is not  necessarily  an indication of how the Fund may
perform in the future.

[BAR CHART HERE]:

                 Year to Year Total Returns (as of December 31)


                              1990      -25.00%
                              1991       24.56%
                              1992        5.63%
                              1993       10.67%
                              1994      -20.48%
                              1995       -1.52%
                              1996       15.38%
                              1997       -1.33%
                              1998       59.46%
                              1999       41.53%


o    During the 10-year period shown in the bar chart above,  the highest return
     for a calendar quarter was 31.11% (quarter ended December 31, 1998).

o    During the 10-year  period shown in the bar chart above,  the lowest return
     for a calendar quarter was -16.67% (quarter ended December 31, 1995).

o    The  year-to-date  return as of the most recent calendar quarter was -0.60%
     (quarter ended September 30, 2000).


----------------------------------------- ------------ ------------ ------------
Average Annual Total Returns                 Past 1       Past 5       Past 10
Period ended December 31, 1999*               Year        Years         Years
----------------------------------------- ------------ ------------ ------------
Ameritor Security Trust                      41.53%       20.39%         8.19%
----------------------------------------- ------------ ------------ ------------
S&P 500 Index **                             21.04%       28.54%        18.20%
----------------------------------------- ------------ ------------ ------------

*    Adjusted to reflect reinvestment of dividends

**   The S&P 500 Composite Index is the Standard & Poor's  Composite Stock Price
     Index of 500 stocks and is a widely  recognized,  unmanaged index of common
     stock prices.


FEES AND EXPENSES: WHAT TO EXPECT

What fees or expenses will I pay?

          For a  better  understanding  of the  expenses  you  will  incur  when
          investing in the Fund, a summary based on the Fund's operations during
          the fiscal year ended June 30, 2000 is set forth  below.  There are no
          sales  fees  (loads)   imposed  upon  any  purchase  of  Fund  shares,
          reinvestment or dividends, or redemption of Fund shares.  Furthermore,
          there are no distribution (and/or service) (12b-1) fees.

                                       4
<PAGE>

          The following  tables  describe the fees and expenses that you may pay
          if you buy and hold shares of the Fund.


         SHAREHOLDER FEES (fees paid directly from your investment)


         Maximum Sales Charge (Load) Imposed on Purchases..............     None

         Maximum Deferred Sales Charge (Load)..........................     None

         Maximum Sales Charge (Load) Imposed on Reinvested Dividend....     None

         Redemption Fees (1)...........................................     None

         Exchange Fees.................................................     None

         Maximum Account Fee...........................................     None

--------------
         (1)  The Fund imposes a service charge on wire redemptions of less than
              $5,000.


       ANNUAL FUND OPERATING EXPENSES (expenses deducted from Fund assets)

                                                             As a Percentage of
                                                             Average Net Assets

 Management fees (1)........................................         1.00%

 Distribution (and/or service) (12b-1) fees.................         0.00%

 Other expenses

          Salaries and employee benefits.......................      2.49%

          Professional fees....................................      1.33%

          Total other expenses.................................      2.11%
                                                                     ----
 Total annual Fund operating expenses..........................      6.93%
                                                                     ====
 -------------

         (1) The management fee is higher than that paid by most other
             investment companies.

     The numbers in the above table provide an estimate of how much it will cost
     to operate the Fund for a year based on 2000 fiscal  year  expenses.  These
     are costs you pay directly  because they are deducted from the Fund's total
     assets before the daily share price is determined and before  distributions
     are made.

     EXAMPLE: This example is intended to help you compare the cost of investing
     in the Fund with the cost of investing in other mutual  funds.  The example
     assumes you invest $10,000 in the Fund for the time periods indicated.  The
     example also assumes (i) a 5% annual return and (ii)  redemption at the end
     of the period.

   ---------------------- ------------ ------------ ------------ ------------
      Period Invested        1 Year      3 Years      5 Years      10 Years
   ---------------------- ------------ ------------ ------------ ------------
        Your Costs            $686       $2,019        $3,302       $6,297
   ---------------------- ------------ ------------ ------------ ------------

     This example  should not be considered a  representation  of past or future
     expenses, and actual expenses may be greater or less than shown.

                                       5
<PAGE>

OTHER INFORMATION ABOUT THE FUND

What are some of the Fund's potential rewards?

     Income is normally a more stable and predictable  component of total return
     than capital  appreciation.  While the price of a company's stock can go up
     or down in response to earnings or to  fluctuations  in the general market,
     income is usually more reliable.

     The Fund is  designed  for  investors  seeking  to  balance  the income and
     relative  stability of securities over the long term with potential capital
     appreciation  through  common  stocks.

How can I tell if the Fund is appropriate for me?

     Consider  your  investment  goals,  your time horizon for  achieving  those
     goals,  and your  tolerance for risk.  If you are  investing  primarily for
     safety and liquidity or primarily for current  income (such as  dividends),
     you  should  consider  another  investment.  If you can  accept  the  price
     fluctuations  of  stocks  in  an  effort  to  achieve  income  and  capital
     appreciation,  the  Fund  could  be an  appropriate  part of  your  overall
     investment strategy.


                   INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT
                          STRATEGIES, AND RELATED RISKS

INVESTMENT OBJECTIVE OF THE FUND

The primary  investment  objective of the Fund is to seek current  income.  As a
secondary objective, the Fund seeks to maximize the total return but only to the
extent consistent with its primary investment  objective.  The Fund's investment
objective  may be  changed  by a vote of the  Trustees  of the  Fund at any time
without a vote of the shareholders of the Fund.

IMPLEMENTATION OF INVESTMENT OBJECTIVE

The  Fund  seeks to meet  its  investment  objective  through  a broad  range of
investment vehicles.  In seeking to achieve its investment  objective,  the Fund
primarily will use the following principal investments, without limitation:

     o    Common stocks of any issuer.

     o    Preferred stocks, warrants, and convertible securities of any issuer.

     o    Corporate  bonds  and  debentures  and  debt   securities   issued  or
          guaranteed    by   the   U.S.    government   or   its   agencies   or
          instrumentalities.

     o    Money market instruments,  such as commercial paper, bank certificates
          of deposit, and U.S. government securities.

                                       6
<PAGE>

In  choosing  an  investment  for the Fund,  the Fund is not  restricted  to any
particular  criteria or quality  standards  except as expressly  provided for in
this  Prospectus.  With  respect to equity  investments,  the  Fund's  financial
adviser  generally  looks for issuers  that pay  attractive  dividends  and show
growth potential,  based on fundamental  analysis of the relevant industries and
the issuers'  financial  strength.  With respect to debt instruments (other than
short-term  debt used for defensive  purposes),  the Fund's  investment  adviser
considers  probable  interest rate  movements and generally  chooses  investment
grade instruments.  The yield sought by the Fund on investment grade instruments
usually exceeds that of short-term U.S. treasury securities.

The Fund may also use the following principal investment strategies:

     o    The purchase and sale of securities of U.S. and non-U.S. issuers.

     o    The  purchase and sale of call  options.  This is primarily to achieve
          premium income but may also be used for hedging purposes.

     o    The purchase and sale of U.S. government securities.

     o    The  purchase  and sale of  high-yield  bonds,  sometimes  called Junk
          Bonds.

     o    The  purchase  and  sale of  U.S.  government  agency  mortgage-backed
          securities.

The Fund may also on occasion  use  derivatives  as a  non-principal  investment
strategy.  The term derivative is used to describe  financial  instruments whose
value is derived from an underlying security (E.G., a stock or bond) or a market
benchmark (E.G., an interest rate index). Many types of investments representing
a wide  range of  potential  risks and  rewards  fall  under  the  "derivatives"
umbrella - from conventional  instruments,  such as callable bonds, futures, and
options,  to more exotic  investments,  such as stripped mortgage securities and
structured notes.  While the term "derivative" only recently became widely known
among the investing public, derivatives have in fact been employed by investment
managers for many years.

The Fund will invest in  derivatives  only if the expected risks and rewards are
consistent with its objectives,  policies, and overall risk profile as described
in this  Prospectus.  The Fund currently  only writes covered call options.  The
Fund will limit its use of  derivatives  to  situations in which they may enable
the Fund to accomplish the following: increase yield; hedge against a decline in
principal  value;  invest in eligible asset classes with greater  efficiency and
lower cost than is  possible  through  direct  investment;  or adjust  portfolio
duration.

The Fund may also  investment  in high yield  (high-risk)  debt  securities as a
non-principal  investment  strategy.  These bonds,  which are commonly  known as
"junk bonds," may provide  higher  yields,  but present a higher risk of loss of
interest and principal,  as well as a greater risk of default.  These securities
may also be more  susceptible to changes in economic or market  conditions  than
investment  grade bonds,  resulting in greater price  volatility.  At times, the
markets in which these securities are traded may be less liquid than the markets
for higher rated  securities.  Lower liquidity may adversely affect the price at
which a particular  security may be sold.  Accordingly,  an  investment  in high
yield (high-risk) debt securities should also be considered speculative.

                                       7
<PAGE>
CONCENTRATION POLICY

The current concentration policy of the Fund states that it is not the policy of
the Fund to  invest  25% or more of the  value of its  total  assets  in any one
industry.  An  industry  is  determined  by  looking  at the  standard  industry
classification  (SIC) code (i.e.,  if two companies  have the same SIC code, the
companies  would be in the same industry).  However,  when securities of a given
industry come to constitute  25% or more of the value of the Fund's total assets
by reason of  changes in value of either the  concentrated  securities  or other
securities,  the excess need not be sold. The Fund has also instituted  policies
and procedures to assist in preventing a violation of the  concentration  policy
of the Fund. The policy  provides that prior to the investment  advisor making a
purchase of a security,  the chief financial officer, or designee thereof,  must
confirm  that the purchase  will not result in a violation of the  concentration
policy.  In addition,  pursuant to the policy,  the chief financial officer will
determine weekly if any portfolio securities have appreciated in value above 25%
such that additional purchases would be prohibited.

TEMPORARY DEFENSIVE POSITIONS

In response to unfavorable market conditions,  the Fund may commit up to 100% of
its assets to temporary defensive  investments in (i) high-grade debt securities
of all types, (ii) U.S. government securities,  and (iii) repurchase agreements.
While the Fund believes that these temporary defensive

investments are consistent  with the Fund's  investment  objective,  the rate of
return on such  investments  tends to be lower and may have an adverse effect on
Fund performance. If the Fund makes substantial temporary defensive investments,
the Fund may not achieve its investment objective.

PORTFOLIO TURNOVER

The use of the  principal  investment  strategies  discussed  above can  produce
portfolio turnover of 100% or more per year. The portfolio turnover for the year
ended June 30, 2000 was 91%. High portfolio  turnover  (100% or more)  increases
the Fund's  brokerage  costs and  increases  the  likelihood  that the Fund will
experience short-term gains and losses.

PORTFOLIO RISKS

GENERAL.  Because of its investment  policy, the Fund may or may not be suitable
or appropriate for all investors. The Fund is not a money market fund and is not
an  appropriate  investment  for those  whose  primary  objective  is  principal
stability. The Fund will normally have substantially all of its assets in equity
securities  (E.G.,  common  stocks).  This portion of the Fund's  assets will be
subject to all of the risks of investing in the stock  market.  There is risk in
all  investments.  The  value  of the  portfolio  securities  of the  Fund  will
fluctuate based upon market conditions.

The Fund is not  diversified  across a large number of industries.  Although the
Fund  seeks  to  reduce  risk by  investing  in a  diversified  portfolio,  such
diversification  does not eliminate all risk. Unlike other funds that may invest
in  substantially  more  industry  segments,  the Fund is subject  to  increased
portfolio risk.

SECURITIES  OF  FOREIGN  (NON-U.S.)  ISSUERS.   The  Fund  may  invest  in  U.S.
dollar-denominated  and  non-U.S.   dollar-denominated   securities  of  foreign
(issuers. There are special risks in foreign investing.

Individual   foreign   economies  of  certain   countries  differ  favorably  or
unfavorably  from the United States' economy in such respects as growth of gross
national   product,   rate  of   inflation,   capital   reinvestment,   resource
self-sufficiency  and balance of payments  position.  The  internal  politics of
certain foreign countries are not as stable as in the United States. Governments
in certain foreign  countries  continue to participate to a significant  degree,
through ownership interest or regulation, in their respective economies.  Action
by these  governments  could  have a  significant  effect  on  market  prices of
securities and payment of dividends. The economies of many foreign countries are
heavily  dependent  upon  international  trade and are  accordingly  affected by
protective trade barriers and economic conditions of their trading partners. The
enactment by these trading partners of  protectionist  trade  legislation  could
have a significant adverse effect upon the securities markets of such countries.

With respect to certain foreign  countries,  especially  developing and emerging
ones,  there is the  possibility  of adverse  changes in  investment or exchange
control regulations,  expropriation or confiscatory taxation, limitations on the
removal of funds or other assets of the Fund,  political or social  instability,
or diplomatic  developments which could adversely affect investments by the Fund
in those countries.

OPTIONS.  The Fund may engage in a variety of investment  strategies relating to
the use of options including the following:

     O    WRITING CALL OPTIONS.  The Fund may write (sell)  American or European
          style "covered" call options and purchase options to close out options
          previously  written by the Fund. In writing covered call options,  the
          Fund expects to generate  additional premium income which should serve
          to enhance the Fund's  total return and reduce the effect of any price
          decline of the security or currency involved in the

                                       8
<PAGE>

          option.  Covered call options will  generally be written on securities
          or currencies  which, in the Fund's opinion,  are not expected to have
          any major price increases or moves in the near future but which,  over
          the long term, are deemed to be attractive investments for the Fund.

          A call  option  gives the holder  (buyer)  the "right to  purchase"  a
          security  or currency at a  specified  price (the  exercise  price) at
          expiration  of the  option  (European  style)  or at any time  until a
          certain date (the expiration  date) (American  style).  So long as the
          obligation of the writer of a call option continues, the writer may be
          presented with an exercise  notice by the  broker-dealer  through whom
          the option was sold,  requiring  the writer to deliver the  underlying
          security or  currency  against  payment of the  exercise  price.  This
          obligation  terminates upon the expiration of the call option, or such
          earlier  time  at  which  the  writer   effects  a  closing   purchase
          transaction by  repurchasing  an option  identical to that  previously
          sold.  To secure the  writer's  obligation  to deliver the  underlying
          security  or  currency  in the  case of a call  option,  a  writer  is
          required to deposit in escrow the  underlying  security or currency or
          other assets in accordance with the rules of a clearing corporation.

          The Fund will write only  covered  call  options.  This means that the
          Fund will own the  security  or  currency  subject to the option or an
          option to purchase the same underlying security or currency, having an
          exercise  price  equal  to or less  than  the  exercise  price  of the
          "covered"  option,  or will  establish and maintain with its custodian
          for the term of the  option,  an  account  consisting  of  cash,  U.S.
          government  securities,  other liquid high-grade debt obligations,  or
          other  suitable  cover as  determined by the  Securities  and Exchange
          Commission  ("SEC")  having a value  equal to the  fluctuating  market
          value of the optioned securities or currencies.

          Portfolio  securities  or  currencies  on which  call  options  may be
          written  will  be  purchased   solely  on  the  basis  of   investment
          considerations  consistent with the Fund's investment  objective.  The
          writing of covered call options is a conservative investment technique
          believed to involve relatively little risk (in contrast to the writing
          of naked or  uncovered  options,  which  the  Fund  will not do),  but
          capable of enhancing the Fund's total  return.  When writing a covered
          call  option,  the  Fund,  in  return  for the  premium,  gives up the
          opportunity  for  profit  from a  price  increase  in  the  underlying
          security or currency above the exercise price, but conversely  retains
          the risk of loss should the price of the security or currency decline.
          Unlike one who owns securities or currencies not subject to an option,
          the Fund  has no  control  over  when it may be  required  to sell the
          underlying securities or currencies,  because it may be presented with
          an  exercise  notice  at  any  time  prior  to the  expiration  of its
          obligation  as a writer.  If a call option  which the Fund has written
          expires,  the Fund will  realize a gain in the amount of the  premium;
          however,  such gain may be offset by a decline in the market  value of
          the underlying  security or currency during the option period.  If the
          call option is  exercised,  the Fund will  realize a gain or loss from
          the sale of the underlying security or currency.

          The  premium  the Fund will  receive  from  writing a call option will
          reflect,   among  other  things,  the  current  market  price  of  the
          underlying  security or  currency,  the  relationship  of the exercise
          price to such market price,  the  historical  price  volatility of the
          underlying security or currency,  and the length of the option period.
          Once the decision to write a call option has been made,  the Fund,  in
          determining  whether a particular  call option  should be written on a
          particular  security or currency,  will consider the reasonableness of
          the  anticipated  premium and the likelihood  that a liquid  secondary
          market will exist for those options.  The premium received by the Fund
          for writing  covered  call  options will be recorded as a liability of
          the  Fund.  This  liability  will be  adjusted  daily to the  option's
          current market value,  which will be the latest sale price at the time
          at which the net asset value per share of the Fund is computed  (close
          of the New York Stock Exchange),  or, in the absence of such sale, the
          latest asked price.  The option will be terminated  upon expiration of
          the  option,  the  purchase  of  an  identical  option  in  a  closing
          transaction,  or delivery of the underlying  security or currency upon
          the exercise of the option.

                                       9
<PAGE>

          Closing  transactions will be effected in order to realize a profit on
          an  outstanding  call  option,  to prevent an  underlying  security or
          currency from being called,  or, to permit the sale of the  underlying
          security or  currency.  Furthermore,  effecting a closing  transaction
          will permit the Fund to write  another  call option on the  underlying
          security  or  currency  with  either  a  different  exercise  price or
          expiration  date or both.  If the Fund  desires  to sell a  particular
          security or currency from its portfolio on which it has written a call
          option,  or  purchased a put option,  it will seek to effect a closing
          transaction  prior to, or concurrently  with, the sale of the security
          or currency.  There is, of course,  no assurance that the Fund will be
          able to effect such closing  transactions at favorable  prices. If the
          Fund cannot enter into such a transaction,  it may be required to hold
          a security or currency  that it might  otherwise  have sold.  When the
          Fund writes a covered call option,  it runs the risk of not being able
          to participate  in the  appreciation  of the underlying  securities or
          currencies  above  the  exercise  price,  as well as the risk of being
          required to hold on to securities or currencies that are  depreciating
          in value. This could result in higher transaction costs. The Fund will
          pay  transaction  costs in  connection  with the writing of options to
          close out  previously  written  options.  Such  transaction  costs are
          normally  higher  than  those  applicable  to  purchases  and sales of
          portfolio securities.

          Call options written by the Fund will normally have  expiration  dates
          of less than nine months from the date written.  The exercise price of
          the options may be below, equal to, or above the current market values
          of the underlying securities or currencies at the time the options are
          written.  From  time to  time,  the Fund may  purchase  an  underlying
          security  or currency  for  delivery  in  accordance  with an exercise
          notice of a call option  assigned to it, rather than  delivering  such
          security or currency  from its  portfolio.  In such cases,  additional
          costs may be incurred.

          The  Fund  will  realize  a profit  or loss  from a  closing  purchase
          transaction  if the cost of the  transaction  is less or more than the
          premium received from the writing of the option.  Because increases in
          the market price of a call option will generally  reflect increases in
          the market  price of the  underlying  security or  currency,  any loss
          resulting  from the repurchase of a call option is likely to be offset
          in whole or in part by  appreciation  of the  underlying  security  or
          currency owned by the Fund.

          The Fund will not write a covered  call  option  if, as a result,  the
          aggregate  market  value of all  portfolio  securities  or  currencies
          covering  written call or put options  exceeds 25% of the market value
          of the Fund's net assets.  In calculating the 25% limit, the Fund will
          offset,  against the value of assets covering  written calls and puts,
          the value of  purchased  calls  and puts on  identical  securities  or
          currencies with identical maturity dates.

     O    PURCHASING  CALL OPTIONS.  The Fund may purchase  American or European
          style call options.  As the holder of a call option,  the Fund has the
          right to purchase the underlying  security or currency at the exercise
          price at any time during the option period  (American style) or at the
          expiration  of the option  (European  style).  The Fund may enter into
          closing sale transactions with respect to such options,  exercise them
          or permit them to expire.  The Fund may purchase  call options for the
          purpose of increasing its current return or avoiding tax  consequences
          that could reduce its current return.  The Fund may also purchase call
          options in order to acquire the underlying securities or currencies.

          The Fund will not commit more than 5% of its assets to  premiums  when
          purchasing  call and put  options.  The Fund  may also  purchase  call
          options on  underlying  securities  or  currencies it owns in order to
          protect  unrealized gains on call options  previously written by it. A
          call  option   would  be  purchased   for  this   purpose   where  tax
          considerations  make it  inadvisable  to realize such gains  through a
          closing  purchase  transaction.  Call options may also be purchased at
          times to avoid realizing losses.



                                       10
<PAGE>

DEBT  SECURITIES.  Although  at June 30,  2000,  all of the Fund's  assets  were
invested  in  common  stocks,  the Fund may  invest in  convertible  securities,
corporate  debt  securities,  and  preferred  stocks  which hold the prospect of
contributing  to the  achievement  of the Fund's  objectives.  Yields on short-,
intermediate-,  and long-term  securities are dependent on a variety of factors,
including the general  conditions  of the money and bond markets,  the size of a
particular offering, the maturity of the obligation,  and the credit quality and
rating of the issuer. Debt securities with longer maturities tend to have higher
yields and are generally subject to potentially greater capital appreciation and
depreciation  than  obligations  with shorter  maturities and lower yields.  The
market prices of debt securities usually vary,  depending upon available yields.
An increase  in  interest  rates will  generally  reduce the value of  portfolio
investments,  and a decline in interest rates will generally  increase the value
of  portfolio  investments.  The ability of the Fund to achieve  its  investment
objective is also dependent on the continuing ability of the issuers of the debt
securities in which the Fund invests to meet their  obligations  for the payment
of interest and principal when due. The Fund's investment  program permits it to
purchase below investment-grade securities. Because investors generally perceive
that  there are  greater  risks  associated  with  investment  in  lower-quality
securities,  the yields from such securities  normally  exceed those  obtainable
from  higher-quality  securities.  However,  the principal  value of lower-rated
securities generally will fluctuate more widely than higher-quality  securities.
Lower-quality  investments  entail  a  higher  risk of  default;  that  is,  the
nonpayment  of  interest  and  principal  by  the  issuer  than   higher-quality
investments. Such securities are also subject to special risks, discussed below.
Although  the Fund seeks to reduce  risk by  portfolio  diversification,  credit
analysis,  and  attention to trends in the  economy,  industries  and  financial
markets,  such efforts will not eliminate all risk. There can, of course,  be no
assurance that the Fund will achieve its investment objective.

After having been  purchased by the Fund, a debt  security may cease to be rated
or its rating may be reduced  below the  minimum  required  for  purchase by the
Fund.  Neither event will require a sale of such security by the Fund.  However,
the Fund will  consider  such event in its  determination  of  whether  the Fund
should  continue to hold the  security.  To the extent that the ratings given by
Moody's Investor Services or Standard & Poor's may change as a result of changes
in such  organizations  or their  rating  systems,  the Fund will attempt to use
comparable   ratings  as  standards  for  investments  in  accordance  with  the
investment policies contained in the Prospectus.

The Fund may invest in low-quality  bonds commonly  referred to as "junk bonds."
Junk  bonds are  regarded  as  predominantly  speculative  with  respect  to the
issuer's  continuing  ability to meet principal and interest  payments.  Because
investment in low- and  lower-medium-quality  bonds involves greater  investment
risk,  to the  extent  the  Fund  invests  in  such  bonds,  achievement  of its
investment  objective will be more dependent on the Fund's credit  analysis than
would be the case if the Fund were investing in higher-quality bonds. Junk bonds
may be more susceptible to real or perceived  adverse  economic  conditions than
investment-grade bonds. A projection of an economic downturn, or higher interest
rates, for example,  could cause a decline in high-yield bond prices because the
advent of such events  could lessen the ability of highly  leveraged  issuers to
make principal and interest payments on their debt securities.  In addition, the
secondary trading market for high-yield bonds may be less liquid than the market
for  higher-grade  bonds,  which can  adversely  affect the ability of a Fund to
dispose  of its  portfolio  securities.  Bonds for which  there is only a "thin"
market can be more difficult to value inasmuch as objective-pricing  data may be
less available and judgment may play a greater role in the valuation process.

U.S. GOVERNMENT AGENCY MORTGAGE-BACKED SECURITIES.  These are obligations issued
or  guaranteed  by the  United  States  government  of one  of its  agencies  or
instrumentalities, such as the Government National Mortgage Association ("Ginnie
Mae" or "GNMA"),  the Federal  National  Mortgage  Association  ("Fannie Mae" or
"FNMA") the Federal Home Loan Mortgage  Corporation  ("Freddie Mac" or "FHLMC"),
and the Federal  Agricultural  Mortgage  Corporation  ("Farmer  Mac" or "FAMC").
FNMA, FHLMC, and FAMC obligations are not backed by the full faith and credit of
the U.S. Government as


                                       11
<PAGE>

GNMA certificates are, but they are supported by the instrumentality's  right to
borrow from the United States Treasury.  U.S. Government Agency  Mortgage-Backed
Certificates  provide for the  pass-through to investors of their pro-rata share
of monthly payments (including any prepayments) made by the individual borrowers
on the pooled  mortgage  loans,  net of any fees paid to the  guarantor  of such
securities  and the servicer of the  underlying  mortgage  loans.  Each of GNMA,
FNMA, FHLMC, and FAMC guaranties timely distributions of interest to certificate
holders.  GNMA and FNMA guarantee timely  distributions of scheduled  principal.
FHLMC has in the past  guaranteed  only the ultimate  collection of principal of
the  underlying  mortgage  loan;  however,   FHLMC  now  issues  mortgage-backed
securities  (FHLMC  Gold PCS) which  also  guarantee  timely  payment of monthly
principal reductions.

Prepayments on the underlying mortgages and their effect upon the rate of return
of a mortgage-backed  security, is the principal investment risk for a purchaser
of such  securities,  like the  Fund.  Over  time,  any pool of  mortgages  will
experience  prepayments due to a variety of factors,  including (1) sales of the
underlying  homes  (including  foreclosures),  (2) refinancing of the underlying
mortgages,  and (3) increased  amortization by the mortgagee.  These factors, in
turn, depend upon general economic factors,  such as level of interest rates and
economic growth.  Thus,  investors  normally expect prepayment rates to increase
during periods of strong  economic growth or declining  interest  rates,  and to
decrease in recessions and rising interest rate environments.  Accordingly,  the
life of the mortgage-backed  security is likely to be substantially shorter than
the stated  maturity of the mortgages in the  underlying  pool.  Because of such
variation  in  prepayment  rates,  it is not  possible  to predict the life of a
particular  mortgage-backed  security,  but FHA statistics  indicate that 25- to
30-year single family dwelling  mortgages have an average life of  approximately
12 years.  The  majority of Ginnie Mae  Certificates  are backed by mortgages of
this type, and,  accordingly,  the generally accepted practice treats Ginnie Mae
Certificates as 30-year  securities  which prepay in full in the 12th year. FNMA
and Freddie Mac Certificates may have differing prepayment characteristics.

REAL ESTATE INVESTMENT TRUST (REIT). A real estate  investment  trust,  commonly
referred to as a REIT, is an entity that receives special tax benefits under the
Internal  Revenue Code for  maintaining  a specific  percentage of its assets in
real estate and real estate related assets. Investors in the Fund may experience
many of the same risks involved with investing in real estate  directly  because
of investments made by the Fund in REITs. These risks include:  declines in real
estate  values,   risks  related  to  local  or  general  economic   conditions,
particularly lack of demand,  overbuilding and increased competition,  increases
in property  taxes and operating  expenses,  changes in zoning laws,  heavy cash
flow dependency,  possible lack of availability of mortgage funds, obsolescence,
losses  due  to  natural  disasters,   condemnation  of  properties,  regulatory
limitations on rents and  fluctuations  in rental  income,  variations in market
rental rates, and possible environmental  liabilities.  REITs can be affected by
rising  interest  rates that may cause  investors  to demand a high annual yield
from future  distributions  which, in turn, could decrease the market prices for
the  REITs.  In  addition,  rising  interest  rates also  increase  the costs of
obtaining financing for real estate projects.  Because many real estate projects
are dependent upon receiving financing,  this could cause the value of the REITs
in which  the Fund  invests  to  decline.  REITs  may  hold  mortgages  that the
mortgagors elect to prepay during periods of declining  interest rates which may
diminish  the yield on such REITs.  In  addition,  borrowers  may not be able to
repay mortgages when due which could have a negative effect on the Fund.

NON-DIVERSIFICATION OF THE PORTFOLIO

The Fund has  elected to qualify as a  "non-diversified  investment  company" so
that the Fund may  invest  its  assets in the  securities  of a small  number of
issuers.  This  subjects  the  value of the  Fund's  portfolio  directly  to the
increase or decrease in the particular  investment.  Thus, the  opportunity  for
gain and the risk of loss  are not  spread  over as broad a base as would be the
case in a "diversified" company. While diversification  spreads the risk of loss
over a broader  base,  it also  restricts  the  ability  of the  Advisor to take
maximum advantage of investment opportunities that it determines are in the best
interest of the Fund.

The Fund will  limit its  investments  in the  securities  of a small  number of
issuers  only  when the  investment  advisor  determines  that it is in the best
interest of the Fund to do so.

                                       12
<PAGE>

                 MANAGEMENT, ORGANIZATION, AND CAPITAL STRUCTURE

INVESTMENT ADVISOR

The Fund has  entered  into an  investment  advisory  agreement  (the  "Advisory
Agreement") with Ameritor Financial  Corporation which has its principal offices
at 4400 MacArthur Blvd #301,  Washington  D.C.  20007-2521.  All voting stock of
Ameritor Financial  Corporation is owned by United Securities,  Inc., a Maryland
corporation  whose sole  shareholders  are Carole S.  Kinney  and  Charles  T.W.
Steadman.

Since  commencing  business  through its  predecessor,  William Allen Steadman &
Company,  in 1932,  the  advisor  has  principally  engaged in the  business  of
providing continuous investment supervision for the Fund. Under the terms of the
Advisory  Agreement,  the  advisor  manages the  investments  of the Fund and is
responsible  for  overall   management  of  its  business   affairs  subject  to
supervision of the Trustees. As compensation for its services,  the Fund pays to
the  Advisor  a  monthly  advisory  fee at the  annual  rate of 1% of the  first
$35,000,000  of the average daily net asset value of the Fund,  7/8 of 1% on the
next  $35,000,000 and 3/4 of 1% on all sums in excess thereof.  The advisory fee
is higher than that paid by many other  investment  companies.  The Advisor also
receives  certain other fees, which are described in the Statement of Additional
Information.

                                       13
<PAGE>

ORGANIZATION AND CAPITAL STRUCTURE

The Fund is  organized  as a common law trust under the laws of the  District of
Columbia and has  outstanding  only one class of shares of beneficial  interest.
All shareholders have equal voting rights, and all shares participate equally in
dividends and other distributions by the Fund, and in the residual assets of the
Fund in the  event of  liquidation.  Fractional  shares  have  the  same  rights
proportionately as do full shares, except that, pursuant to the trust indenture,
fractional  shares do not have the right to vote.  Shareholders of the Fund have
no preemptive rights and no conversion or subscription rights. The Fund does not
hold regularly  scheduled annual  shareholders'  meetings.  Special meetings are
called when required by applicable laws and  regulations.  No shareholder of the
Fund shall be  subject to any  liability  to any person in  connection  with the
property or affairs of any such Fund.

In  addition,  the  governing  documents  of  the  Fund  contain  several  other
provisions  relating to  shareholders'  rights  that are  uncommon to most other
mutual  funds  including:  (a)  trustees  hold  office  for a term of  unlimited
duration, (b) shareholders are entitled to vote for or against any amendments to
the Trust Indenture,  only in very limited  circumstances,  (c) shareholders are
not entitled to vote for or against a termination of the Fund, and (d) except as
otherwise  required by law,  shareholders  may call special meetings only upon a
vote of 90% of the outstanding shares.

Shareholders  of the Fund  have  certain  rights  with  respect  to  removal  of
Trustees.  Under these provisions,  shareholders may remove one or more Trustees
by  declaration  or vote of two-thirds  of the Fund's  outstanding  shares.  The
Trustees will promptly call a meeting of shareholders  for the purpose of voting
upon the question of removal of Trustees  when  requested to do so by the record
holders of not less than 10% of the outstanding shares of the Fund.

SPECIAL PROVISIONS OF THE TRUST INDENTURE OF THE FUND

The following  discussion is a general summary of the material provisions of the
Amended and Restated  Trust  Indenture  of the Fund.  The  description  of these
provisions is necessarily  general and reference  should be made in each case to
the complete document.

     1.   Election  and Removal of  Trustees.  Trustees are chosen for a term of
          unlimited  duration.  Trustees may only be removed by a vote of 90% of
          the remaining Trustees or a vote of two-thirds of the shareholders.

     2.   Meetings of Shareholders.  Special meetings of the Shareholders may be
          called at any time by the  Chairman or by a majority of the  Trustees,
          and shall be called upon written  request of  shareholders  holding in
          the  aggregate not less than ninety  percent (90%) of the  outstanding
          shares  having  voting  rights.  The Trustees  shall  promptly  call a
          meeting of shareholders for the purpose of voting upon the question of
          removal of Trustees when  requested to do so by the record  holders of
          not less than 10% of the outstanding shares of the Fund.

     3.   Absence of Cumulative Voting. The Amended and Restated Trust Indenture
          provides that there shall not be cumulative voting by shareholders for
          the  election of Trustees.  The absence of  cumulative  voting  rights
          means that  holders of a majority of the shares  voted at a meeting of
          shareholders  may,  if  they  so  choose,  elect  all  Trustees  to be
          selected,  thus precluding minority  shareholder  representation among
          the  Trustees.  Other  than a  provision  of the Act  requiring  every
          shareholder  to have  equal  voting  power,  no  provision  of the Act
          requires cumulative voting.

                                       14
<PAGE>

     4.   Possible  Limitation on  Acquisition.  The trust indenture of the Fund
          permits the  Trustees to limit the amount of Fund shares  owned at any
          one time by any one person to 5% of Fund  shares.  The purpose of this
          provision is to allow the  Trustees to prevent a person from  becoming
          an affiliated  person within the meaning of Section 2 of the 1940 Act.
          There is no provision of the Act that limits the percentage  ownership
          one person may have in an open-end investment company.

LEGAL PROCEEDINGS

There  are no  material  legal  proceedings  to which  the Fund is a party.  The
Investment  Advisor is involved in a legal  proceeding in the Superior  Court of
the District of Columbia,  Consuelo M. Steadman v. Steadman Security Corporation
and Ameritor Financial  Corporation,  Case # 98 CA 009193,  filed on December 3,
1998.  The  Plaintiff  is  suing  Steadman  Security  Corporation  and  Ameritor
Financial  Corporation  for breach of an employment  contract which entitled the
plaintiff  to  compensation  and benefits  after the death of her late  husband,
Charles  W.  Steadman,  former  president  of  the  Defendant  Corporation.  The
plaintiff  is seeking an amount of not less then  $115,000 per year for 3 years,
and  $50,000  for  each  year  thereafter  until  plaintiff's  death,  plus  any
additional monies due pursuant to the employment contract.


                             SHAREHOLDER INFORMATION

PRICING OF FUND SHARES

The Fund's net asset  value per share is  determined  at the close of trading on
the New York Stock  Exchange  (currently  4:00 p.m., New York Time) on days when
the New York Stock Exchange is open for business. The New York Stock Exchange is
open for business Monday through Friday, except holidays. Fund shares are bought
and sold at the net asset value next  calculated  after the buy or sell order is
placed.  It is computed by dividing the value of net assets (i.e.,  the value of
the  assets  less  liabilities)  by the  total  number  of  shares  outstanding.
Portfolio  securities  are  valued  at the  last  sale  price  on  the  national
securities  exchange or national  securities  market on which the securities are
primarily  traded.  Securities not listed on an exchange or national  securities
market or securities for which there were no transactions are valued at the mean
between the most recent  reported bid and asked prices.  Any securities or other
assets for which market  quotations are not readily available are valued at fair
value as  determined  in good  faith by the  Trustees.  Debt  securities  having
remaining  maturities  of less  than 60 days are  valued by the  amortized  cost
method, unless the Trustees determine this is not fair value. Expenses and fees,
including the  management  fee, are accrued daily and taken into account for the
purpose of determining the net asset value.


                                       15
<PAGE>
PURCHASE OF FUND SHARES

The Fund is  currently  in the  process of  registering  Fund shares for sale in
certain  states.  The Fund will  offer the  shares  at net asset  value  without
payment of any sales fee (load) or commission  when  purchases are made directly
from the Fund. Shares purchased through  registered  broker-dealers  may incur a
transaction fee.

To make an  initial  investment  and  open an  account,  complete  the  attached
application  and forward it with a check or money order for $1,000 or more, made
payable to Ameritor Security Trust, 107 North Washington Street, Post Office Box
4365,  Rocky Mount, NC 27803-0365  Initial  investments of less than $1,000 will
not be accepted.

After an account has been established,  a confirmation will be issued indicating
the amount invested, the number of shares purchased,  and the purchase price per
share (net asset value per share). The confirmation will include a deposit stub,
which may be used to make an  additional  investment of $100 or more at any time
by  completing  the form and  mailing  with a check in the  appropriate  amount.
Additional investments of less than $100 will not be accepted.

Investments  received  prior  to the  closing  of the New  York  Stock  Exchange
(currently  4:00  p.m.,  New York  Time)  and which  are in good  order  will be
credited at the net asset value  determined at the close of the exchange on that
day.  Investments received after closing will be credited at the net asset value
on the  next  subsequent  day in  which  the  net  asset  value  of the  Fund is
calculated.

All investments  are subject to the Fund's  acceptance and subject to compliance
with  state and  federal  securities  laws.  The Fund may  decline  to accept an
investment when in the judgment of the Fund's investment advisor, the acceptance
of such  investment  would not be in the  interest of existing  shareholders  or
after  consultation  with counsel,  such  investment  would violate any state or
federal  securities law. This determination is made upon receipt of the purchase
order or as soon thereafter as reasonably practicable.  The prospective investor
whose order is not accepted  will have his or her check or money order  returned
as soon as possible thereafter.  This Prospectus does not constitute an offer to
sell, or the  solicitation of an offer to buy, any securities  offered hereby to
any person in any  jurisdiction  in which such  offer or  solicitation  would be
unlawful.

Stock  certificates  for  shares  are  ordinarily  not  issued,  as they are not
necessary and complicate redemption.

REDEMPTION OF FUND SHARES

Money may be withdrawn  from an account at any time by following the  procedures
set forth herein. Shares will be redeemed at the net asset value next calculated
after the request has been  received in good order and the  proceeds are paid by
check within seven days after receipt of a redemption request.

Accounts  without share  certificates  - A signed request (all joint owners must
sign)  stating  the amount to be  withdrawn  must be made to  Ameritor  Security
Trust,  107 North  Washington  Street,  Post Office Box 4365,  Rocky  Mount,  NC
27803-0365.  For amounts over $1,000 it will be necessary to obtain a "signature
guarantee" from a commercial bank or trust company.  Signature  guarantees shall
be accepted from all eligible  guarantor  institutions,  which include  domestic
banks,  brokers,   dealers,   credit  unions,   national  securities  exchanges,
registered securities associations, clearing agencies and savings associations.

Instant  Liquidity (by  telephone) - Any amount may be withdrawn by telephone by
calling  1-(800)-424-8570 on any business day if telephone withdrawals have been
previously authorized on the Investment Application. Telephone instructions from
any person representing himself or herself to be you or your representative, and
believed by Ameritor Financial  Corporation,  as Transfer Agent for the Fund, to
be genuine will be acted upon. The Fund or the Transfer Agent will not be liable
for executing  unauthorized  instructions  communicated  by telephone  that they
reasonably


                                       16
<PAGE>

believe to be genuine.  The Fund will employ  reasonable  procedures  to confirm
that instructions communicated by telephone are genuine.

Accounts  with share  certificates  - The signed share  certificates  (all joint
owners  must  sign)  together  with a  "signature  guarantee"  from an  eligible
guarantor  institution (see "Accounts without share Certificates,"  above) and a
written request that the certificates be redeemed, must be submitted to Ameritor
Security Trust, 107 North Washington Street,  Post Office Box 4365, Rocky Mount,
NC 27803-0365.

Requests for redemption by corporations, executors, administrators,  trustees or
guardians may require further documentation.

The proceeds of redemptions are paid by check within seven days after receipt of
a request for  redemption  that  complies with the  procedures  set forth above.
Proceeds  may also be wired to a bank or trust  company if wire  transfers  have
been  previously  authorized on the Investment  Application.  When a personal or
corporate  check was used to purchase the shares,  redemption  proceeds  will be
released only when bank clearance on the check has been received. This procedure
could  take up to seven  days  after the  purchase  date and can be  avoided  by
submitting a certified check along with the purchase order. Also, there may be a
charge if a shareholder uses a broker-dealer to repurchase the Fund's shares.

The right of redemption may be suspended  during any period when: (a) trading on
the New York Stock  Exchange  is  restricted  as  determined  by the SEC or such
Exchange is closed for other than weekends and holidays;  or (b) as permitted by
the SEC.

For cost reasons we may close an account  upon 30 days  written  notice when the
net asset  value of the  shares in an  account  is less than $100 as a result of
redemptions. Involuntary redemption may be avoided if additional funds are added
to the account during the 30-day period.

     SYSTEMATIC WITHDRAWAL PLAN. The Fund has a Systematic Withdrawal Plan under
     which  shareholders  who own at least  $5,000 (at current net asset  value)
     worth of the Fund,  may  receive  a fixed  distribution  amount at  monthly
     intervals by  redeeming a portion of their  shares  equal to the  specified
     dollar amounts on a monthly  basis.  A sufficient  number of shares will be
     liquidated at the then current net asset value  attributable to such shares
     on the  date of  liquidation  to  meet  withdrawals  specified.  Systematic
     withdrawals   are  processed  on  the   twenty-fifth   day  of  the  month.
     Shareholders who wish to exercise this election should request and complete
     the Systematic Withdrawal Application.

     SHAREHOLDER  RETIREMENT  PLANS.  Taxes on current income can be deferred by
     investing in Keogh Plans, Individual Retirement Accounts (IRAs), Simplified
     Employee  Pensions  (SEPs),  401(k),  pension,  profit  sharing,   employee
     benefit,  deferred  compensation and other qualified  retirement plans. The
     federal  tax law  governing  these  tax-deferred  retirement  plans must be
     complied with to avoid adverse tax consequences.

The Fund does not directly sponsor any retirement plans.  However,  shareholders
may fund  their own  self-directed  IRA or other  qualified  plan with  Ameritor
Security  Trust  shares.  You should  contact  the  Adviser  for  specific  plan
documentation  and any additional  information you may require.  You should also
consult your tax adviser before investing.

DIVIDENDS AND DISTRIBUTIONS

For the fiscal year ending June 30,  2001,  the Fund intends to qualify as a RIC
under the Code.  As a result,  the Fund will  distribute  most of its income and
capital gains to its shareholders every year. Income dividends,  if any, will be
paid at least annually and capital gains distributions,  if any, will be made at
least  annually.  Unless an election  to the  contrary is made in writing to the
Fund at 107 North  Washington  Street,  Post Office Box 4365,  Rocky  Mount,  NC
27803-0365,  all income dividends and all capital gains distributions payable on
shares  of the Fund will be  reinvested  in  additional  shares at the net asset
value in effect on the dividend or distribution  record date.  Although the Fund
will not be taxed on the amounts it  distributions,  shareholders will generally
be  taxed  regardless  of  whether  distributions  are  received  in cash or are
reinvested in additional Fund shares. A particular  distribution  generally will
be taxable as either  ordinary  income or  long-term  capital  gains.  If a Fund
designates a distribution as a capital gains distribution, it will be taxable to
shareholders as long-term  capital gains,  regardless of how long they have held
their Fund shares.

                                       17
<PAGE>

TAX STATUS AND CONSEQUENCES

Although  the Fund intends to qualify as a RIC,  there is no guarantee  that the
Fund will meet the RIC  qualifications.  If the Fund does not  qualify as a RIC,
distributions from the Fund are taxable under the normal corporate tax rules for
federal income tax purposes.  Non-redemption  cash distributions to shareholders
constitute  ordinary  dividend  income  if  such  distributions  are  out of the
corporation's  current or  accumulated  earnings  and profits.  Thereafter,  the
distributions are a non-taxable return of basis to the extent of the recipient's
tax basis for the recipient's  shares.  Any  distributions in excess of earnings
and profits and in excess of such tax basis  constitute  gain from a deemed sale
or exchange of the shares.

Redemption distributions may be taxable under the rules described above, or such
redemptions may be treated for federal income tax purposes as a sale or exchange
of the redeemed shares.  Such  characterization  depends upon the application to
the recipient of Section 302(b) of the Code. A redemption  distribution may be a
sale  or  exchange  of  the  redeemed  shares  for  tax  purposes  if it is  not
essentially  equivalent  to  a  dividend,  is a  substantially  disproportionate
redemption,  is in  complete  termination  of a  shareholder's  interest  in the
corporation,  or is a redemption  from a  non-corporate  shareholder  in partial
liquidation  of the  distributor  (all within the technical  meanings of Section
302(b)).  Such  determinations  are  highly  individualized.  Shareholders  must
consult  with  their  own tax  advisors  concerning  the  effect  to them of any
redemption distribution from the Fund.

Special  rules  apply  for  federal  income  tax  purposes  if the Fund  makes a
distribution  of its assets in kind (which could be a  liquidating  distribution
from the Fund or a non-liquidating distribution).  Other special tax rules apply
if the Fund makes a  distribution  of its shares or rights to acquire its shares
to its shareholders with respect to their Fund shares. No such distributions are
contemplated  currently by the Fund so an  explanation  of these rules is beyond
the scope of this discussion.

The  foregoing  discussion  relates  solely to U.S.  federal  income  tax law as
applicable to U.S. persons (I.E.,  U.S. citizens and residents and U.S. domestic
corporations,  partnerships,  trusts and estates). Each shareholder who is not a
U.S. person should consult his or her tax advisor regarding the U.S. and foreign
tax  consequences  of ownership of shares of the Fund,  including the likelihood
that such a shareholder would be subject to a U.S.  withholding tax at a rate of
30% (or at a lower rate under a tax  treaty)  on amounts  constituting  ordinary
income to him or her, where such amounts are treated as income from U.S. sources
under the Code.

In addition to federal taxes,  shareholders  of the Fund may be subject to state
and local taxes on  distributions  from the Fund.  Shareholders  should  consult
their own tax advisors with respect to the tax status of distributions  from the
Fund in their own state and localities.  For more  information on taxation,  see
the section  entitled  "Taxation  of the Fund" in the  Statement  of  Additional
Information."

                  CONDENSED FINANCIAL INFORMATION OF THE FUND


The  financial  data  included in the table below have been derived from audited
financial  statements of the Fund.  The financial data for the fiscal year ended
June 30, 2000 has been audited by Tait, Weller and Baker,  independent auditors,
whose report covering such period is incorporated by reference into the SAI. The
financial data for the fiscal years ended June 30, 1999, 1998, 1997, 1996, 1995,
and September 30, 1994, 1993,  1992, and 1991 were audited by other  independent
auditors.

This  information  should be read in conjunction  with the Fund's latest audited
annual financial  statements and notes thereto,  which are also  incorporated by
reference  into the SAI, a copy of which may be obtained at no charge by calling
the Fund at 1-800-424-8570.


                                       18
<PAGE>
<TABLE>
<S> <C>                                                   <C>              <C>            <C>             <C>             <C>

                                                       Ameritor Security Trust
                                                        Financial Highlights


                                                                                    For the years ended
                                                                                          June 30
                                                           -----------------------------------------------------------------------
                                                            2000            1999            1998            1997            1996
                                                           -------         -------         -------         -------         -------
Per Share  Operating Performance:
    Net asset value, beginning of
        period .....................................         $1.35           $0.93           $0.76           $0.70           $0.73
                                                           -------         -------         -------         -------         -------
    Net investment income (loss) ...................         (0.19)          (0.22)          (0.09)          (0.11)          (0.17)

    Net Realized and unrealized gain
    (loss) on investments ..........................          0.55            0.64            0.26            0.17            0.14
                                                           -------         -------         -------         -------         -------
    Total from Investment operations ...............          0.36            0.42            0.17            0.06           (0.03)

                                                           -------         -------         -------         -------         -------
Net asset value, end of period .....................         $1.71           $1.35           $0.93           $0.76           $0.70
                                                           =======         =======         =======         =======         =======

Ratio/Supplemental Data:
     Total Return ..................................         26.67 %         46.33 %         21.40 %          8.89 %         (4.38)%
     Ratio of expenses to avg. net assets ..........          6.93 %          7.24 %          9.85 %         12.42 %          8.14 %
     Ratio of net investment income(loss)
         to average net assets .....................         (6.61)%         (6.76)%         (8.95)%        (11.82)%         (7.48)%
     Portfolio turnover ............................            91 %             0 %            48 %           193 %           231 %
     Net Assets, end of period (000's) .............       $ 6,185         $ 5,169         $ 3,903         $ 4,397         $ 4,581



                              The accompanying notes are an integral part of the financial statements.




</TABLE>
<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                       Ameritor Security Trust
                                                        Financial Highlights

                                         For the period
                                         October 1, 1994                             For the years ended
                                         through June 30                                September 30,
                                         ---------------  ------------------------------------------------------------------------
                                              1995*        1994         1993         1992         1991         1990         1989
                                             -------      -------      -------      -------      -------      -------      -------

Per Share  Operating Performance:
    Net asset value, beginning of
        period ..........................      $0.72        $0.87        $0.64        $0.67        $0.57        $0.84        $0.60
                                             -------      -------      -------      -------      -------      -------      -------
    Net investment income (loss) ........      (0.03)       (0.08)       (0.05)       (0.05)       (0.02)       (0.03)       (0.03)

    Net Realized and unrealized gain
    (loss) on investments ...............       0.04        (0.07)        0.28         0.02         0.12        (0.24)        0.27
                                             -------      -------      -------      -------      -------      -------      -------
    Total from Investment operations ....       0.01        (0.15)        0.23        (0.03)        0.10        (0.27)        0.24

                                             -------      -------      -------      -------      -------      -------      -------
Net asset value, end of period ..........      $0.73        $0.72        $0.87        $0.64        $0.67        $0.57        $0.84
                                             =======      =======      =======      =======      =======      =======      =======

Ratio/Supplemental Data:
     Total Return .......................       1.85 %**   (17.24)%      35.94 %      (4.47)%      17.51 %     (32.27)%      47.50 %
     Ratio of expenses to avg. net assets       8.17 %**     7.76 %       5.79 %       6.92 %       7.16 %       6.08 %       6.65 %
     Ratio of net investment income(loss)
         to average net assets ..........      (7.23)%**     6.09)%      (4.63)%      (5.14)%      (3.29)%      (4.54)%      (0.24)%
     Portfolio turnover .................        505 %**      241 %        300 %        301 %        267 %         87 %        208 %
     Net Assets, end of period (000's) ..    $ 5,735      $ 6,307      $ 8,844      $ 7,254      $ 8,539      $ 8,392      $16,035



*  Fund's fiscal year-end was changed to June 30.
** Annualized


                              The accompanying notes are an integral part of the financial statements.


</TABLE>
                                       19
<PAGE>


                             ADDITIONAL INFORMATION
________________________________________________________________________________

                             AMERITOR SECURITY TRUST
________________________________________________________________________________

Additional information about the Fund is available in the Fund's SAI. Additional
information about the Fund's  investments is also available in the Fund's Annual
and  Semi-annual  Reports to  shareholders.  The Fund's Annual Report includes a
discussion of market  conditions and investment  strategies  that  significantly
affected the Fund's performance during its last fiscal year.

The SAI and the Annual and Semi-annual Reports are available free of charge upon
request  (you  may  also  request  other  information  about  the  Fund  or make
shareholder inquiries) by contacting us:


By telephone:       1-800-424-8570

By mail:            Ameritor Security Trust
                    c/o NC Shareholder Services
                    107 North Washington Street
                    Post Office Box 4365
                    Rocky Mount, NC  27803-0365

By e-mail:          [email protected]

On the Internet:    www.ncfunds.com


Information  about the Fund can also be reviewed  and copied at the SEC's Public
Reference  Room in  Washington,  D.C.  Inquiries on the operations of the public
reference  room may be made by calling  the SEC at  1-202-942-8090.  Reports and
other  information  about the Fund are  available on the SEC's  Internet site at
http://www.sec.gov, and copies of this information may be obtained, upon payment
of a duplicating  fee, by electronic  request at the following  e-mail  address:
[email protected],   or  by  writing  the  SEC's  Public   Reference   Section,
Washington, D.C. 20549-0102.




                  Investment Company Act file number 811-00018



<PAGE>

                                     PART B
                                     ======

          INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION


STATEMENT OF ADDITIONAL INFORMATION

The date of this Statement of Additional Information is November 1, 2000.




                             AMERITOR SECURITY TRUST



This Statement of Additional  Information is not a prospectus but should be read
in conjunction with the Fund's prospectus dated November 1, 2000. You may obtain
a copy of the Fund's  prospectus  by writing to Ameritor  Security  Trust,  Post
Office Box 4365, Rocky Mount, NC, 27803-4365 or calling Shareholder  Services at
202-223-1000 or  1-800-424-8570.  A prospectus  with more complete  information,
including  management  fees and  expenses,  will be sent to you.  Please read it
carefully before investing.

                   TABLE OF CONTENTS


Fund History........................................1

Description of the Fund and its Investments
and Risks...........................................1
         The Fund...................................1
         Investment Strategies......................1
         Investment Risks...........................1
         Fund Policies..............................4
         Temporary Defensive Positions..............6
         Portfolio Turnover.........................6

Management of the Fund..............................6
         Board of Trustees Responsibilities.........6
         Management.................................6

Control Persons and Principal Holders of
Securities..........................................8

Investment Advisory and Other
Services............................................8
         Investment Advisor; Services
Provided............................................8
     Principal Underwriter..........................9

Brokerage Allocation and Other
Practices..........................................10
         Brokerage Transactions and
         Selection.................................10
         Directed Brokerage........................10

Description of Fund Shares.........................11

Purchase and Pricing of Shares.....................12
         Purchase of Fund Shares...................12
         Offering Price of Fund Shares.............12

Taxation of the Fund...............................13

Calculation of Performance Data....................13

Financial Statements...............................13


                                       2
<PAGE>

                                  FUND HISTORY

The Fund,  originally named the Associated Fund Trust, is a common law trust and
was  organized  under the laws of the  District of Columbia  pursuant to a trust
indenture  on  February  23,  1939.  The Fund's  name was changed in 1969 to the
Steadman Associated Fund, in January 1997 to the Steadman Security Trust, and in
September 1998 to the Ameritor Security Trust.

              DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS

THE FUND

The Fund is a no-load, non-diversified, open-end investment company. The Fund is
registered  under the  Investment  Company Act of 1940, as amended  (hereinafter
referred to as the 1940 Act).

INVESTMENT STRATEGIES

The following  information  supplements the discussion of the Fund's  investment
strategies discussed in the Fund's prospectus.

Although not the Fund's principal investment  strategies,  the Fund may also use
the following:

          o    The sale of securities pursuant to repurchase agreements.

          o    The  purchase  and  sale of put  options.  This is  primarily  to
               achieve premium income but may also be used for hedging purposes.

          o    Borrowing to increase the amount of money  available for the Fund
               to invest.

          o    The purchase and sale of restricted or illiquid securities.

          o    Short sales.

          o    Lending securities in the Fund's portfolio.

          o    The  purchase  and sale of real  estate and real  estate  related
               loans  and  securities,   other  than  U.S.   Government   agency
               mortgage-backed securities.

INVESTMENT RISKS

The following information supplements the discussion of the Fund's investment
strategies discussed in the Fund's prospectus.

REPURCHASE  AGREEMENTS.  The Fund may enter into a repurchase  agreement through
which  an  investor  (such as the  Fund)  purchases  a  security  (known  as the
"underlying security") from a well-established  securities dealer or a bank that
is a member of the Federal  Reserve  System.  Any such dealer or bank will be on
the Fund's  approved list and must have a minimum  credit rating with respect to
its short-term  debt by Standard & Poor's  Corporation  or by Moody's  Investors
Services, Inc.. At that time, the bank or securities dealer agrees to repurchase
the underlying security at the same price, plus specified  interest.  Repurchase
agreements  are  generally  for a short period of time,  often less than a week.
Repurchase agreements which do not provide for payment within seven days will be
treated  as  illiquid  securities.  The Fund will  only  enter  into  repurchase
agreements where (i) the underlying securities are of

                                       1

<PAGE>

the type  (excluding  maturity  limitations)  which the Fund would be allowed to
purchase directly,  (ii) the market value of the underlying security,  including
interest  accrued,  will be at all  times  equal to or  exceed  the value of the
repurchase agreement, and (iii) payment for the underlying security is made only
upon physical delivery or evidence of book-entry  transfer to the account of the
custodian  or a bank  acting as agent.  In the  event of a  bankruptcy  or other
default of a seller of a repurchase  agreement,  the Fund could  experience both
delays in  liquidating  the  underlying  security  and  losses,  including:  (a)
possible decline in the value of the underlying security during the period while
the Fund seeks to enforce its rights thereto;  (b) possible  subnormal levels of
income and lack of access to income  during  this  period;  and (c)  expenses of
enforcing its rights.

OPTIONS.

     o    WRITING  COVERED PUT OPTIONS.  The Fund may write American or European
          style  covered put options and  purchase  options to close out options
          previously  written by the Fund. A put option  gives the  purchaser of
          the  option  the  right  to  sell,  and the  writer  (seller)  has the
          obligation to buy, the underlying security or currency at the exercise
          price during the option period  (American  style) or at the expiration
          of the  option  (European  style).  So long as the  obligation  of the
          writer continues,  the writer may be presented with an exercise notice
          by the broker-dealer  through whom such option was sold, requiring the
          writer to make payment to the exercise  price against  delivery of the
          underlying security or currency. The operation of put options in other
          respects,  including their related risks and rewards, is substantially
          identical to that of call options.

          The Fund would write put options only on a covered basis,  which means
          that the Fund  would  maintain  in a  segregated  account  cash,  U.S.
          government  securities,  other liquid high-grade debt obligations,  or
          other  suitable  cover as determined by the SEC, in an amount not less
          than the  exercise  price or the Fund  will own an  option to sell the
          underlying  security  or  currency  subject  to the  option  having an
          exercise  price  equal to or greater  than the  exercise  price of the
          "covered"  option at all times  while the put  option is  outstanding.
          (The  rules of a  clearing  corporation  currently  require  that such
          assets  be  deposited  in escrow to  secure  payment  of the  exercise
          price.)

          The Fund would  generally  write covered put options in  circumstances
          where the Fund wishes to purchase the underlying  security or currency
          for the Fund's  portfolio  at a price  lower than the  current  market
          price of the security or currency. In such event, the Fund would write
          a put  option at an  exercise  price  which,  reduced  by the  premium
          received on the option, reflects the lower price it is willing to pay.
          Because the Fund would also  receive  interest on debt  securities  or
          currencies  maintained to cover the exercise price of the option, this
          technique  could be used to enhance  current  return during periods of
          market  uncertainty.  The risk in such a transaction would be that the
          market  price of the  underlying  security or currency  would  decline
          below the exercise  price less the premiums  received.  Such a decline
          could be substantial and result in a significant  loss to the Fund. In
          addition, the Fund, because it does not own the specific securities or
          currencies  which it may be  required  to  purchase in exercise of the
          put,  cannot benefit from  appreciation,  if any, with respect to such
          specific securities or currencies.

          The Fund will not  write a covered  put  option  if, as a result,  the
          aggregate  market  value of all  portfolio  securities  or  currencies
          covering  put or call  options  exceeds 25% of the market value of the
          Fund's net assets. In calculating the 25% limit, the Fund will offset,
          against the value of assets covering written puts and calls, the value
          of purchased puts and calls on identical securities or currencies with
          identical maturity dates.

     o    PURCHASING  PUT OPTIONS.  The Fund may  purchase  American or European
          style put  options.  As the holder of a put  option,  the Fund has the
          right to sell the  underlying  security or  currency  at the  exercise
          price at any time during the option period  (American style) or at the
          expiration of the option


                                        2
<PAGE>

          (European  style).  The Fund may enter into closing sale  transactions
          with respect to such options,  exercise them or permit them to expire.
          The Fund may purchase put options for  defensive  purposes in order to
          protect against an anticipated  decline in the value of its securities
          or currencies.

          The Fund may also  purchase  put  options at a time when the Fund does
          not own the underlying security or currency. By purchasing put options
          on a security or  currency it does not own,  the Fund seeks to benefit
          from a decline  in the  market  price of the  underlying  security  or
          currency.  If the put option is not sold when it has remaining  value,
          and if the market price of the underlying security or currency remains
          equal to or greater than the exercise price during the life of the put
          option, the Fund will lose its entire investment in the put option. In
          order for the  purchase of a put option to be  profitable,  the market
          price of the underlying security or currency must decline sufficiently
          below the exercise price to cover the premium and  transaction  costs,
          unless the put option is sold in a closing sale transaction.

          The Fund will not commit more than 5% of its assets to  premiums  when
          purchasing  put and call  options.  The premium  paid by the Fund when
          purchasing a put option will be recorded as an asset of the Fund. This
          asset will be adjusted  daily to the option's  current  market  value,
          which will be the latest sale price at the time at which the net asset
          value  per  share of the Fund is  computed  (close  of New York  Stock
          Exchange), or, in the absence of such sale, the latest bid price. This
          asset will be terminated  upon  expiration of the option,  the selling
          (writing)  of an  identical  option in a closing  transaction,  or the
          delivery of the  underlying  security or currency upon the exercise of
          the option.

     o    DEALER (OVER-THE-COUNTER) OPTIONS. The Fund may engage in transactions
          involving  dealer  options.  Certain  risks  are  specific  to  dealer
          options.  While  the Fund  would  look to a  clearing  corporation  to
          exercise  exchange-traded  options,  if the Fund  were to  purchase  a
          dealer option,  it would rely on the dealer from whom it purchased the
          option to perform if the option were exercised.  Failure by the dealer
          to do so would  result in the loss of the premium  paid by the Fund as
          well as loss of the expected benefit of the transaction.

          Exchange-traded  options  generally  have a continuous  liquid  market
          while dealer options have none. Consequently,  the Fund will generally
          be able to realize the value of a dealer option it has purchased  only
          by  exercising  it or  reselling  it to  the  dealer  who  issued  it.
          Similarly,  when the Fund writes a dealer option, it generally will be
          able to close out the option prior to its expiration  only by entering
          into a closing purchase  transaction with the dealer to which the Fund
          originally  wrote the  option.  While the Fund will seek to enter into
          dealer  options  only  with  dealers  who will  agree to and which are
          expected to be capable of entering into closing  transactions with the
          Fund,  there  can be no  assurance  that  the  Fund  will  be  able to
          liquidate a dealer  option at a  favorable  price at any time prior to
          expiration. Until the Fund, as a covered dealer call option writer, is
          able to effect a closing purchase transaction,  it will not be able to
          liquidate  securities  (or other assets) or  currencies  used as cover
          until the option  expires or is exercised.  In the event of insolvency
          of the  contra  party,  the Fund may be unable to  liquidate  a dealer
          option.  With respect to options written by the Fund, the inability to
          enter into a closing  transaction may result in material losses to the
          Fund. For example,  because the Fund must maintain a secured  position
          with respect to any call option on a security it writes,  the Fund may
          not sell the assets  which it has  segregated  to secure the  position
          while it is obligated under the option.  This requirement may impair a
          Fund's  ability to sell  portfolio  securities or currencies at a time
          when such sale might be advantageous.

          The Staff of the SEC has  taken the  position  that  purchased  dealer
          options and the assets used to secure the written  dealer  options are
          illiquid securities. The Fund may treat the cover used for written OTC
          options as liquid if the dealer  agrees  that the Fund may  repurchase
          the OTC option it has written for a maximum  price to be calculated by
          a  predetermined  formula.  In such  cases,  the OTC  option  would be
          considered  illiquid only to the extent the maximum  repurchase  price
          under the formula exceeds the intrinsic value of the option.

                                       3
<PAGE>

LENDING OF PORTFOLIO SECURITIES.  Securities loans are made to broker-dealers or
institutional investors or other persons,  pursuant to agreements requiring that
the loans be  continuously  secured by collateral at least equal at all times to
the  value of the  securities  lent  marked  to  market  on a daily  basis.  The
collateral received will consist of cash, U.S. government securities, letters of
credit  or such  other  collateral  as may be  permitted  under  its  investment
program.  While the securities are being lent, the Fund will continue to receive
the  equivalent  of  the  interest  or  dividends  paid  by  the  issuer  on the
securities,  as well as interest on the  investment  of the  collateral or a fee
from  the  borrower.  The  Fund has a right to call  each  loan and  obtain  the
securities,  within  such  period  of  time  which  coincides  with  the  normal
settlement  period for purchases and sales of such  securities in the respective
markets.  The Fund will not have the right to vote on securities  while they are
being lent, but it will call a loan in  anticipation  of any important vote. The
risk in  lending  portfolio  securities,  as with  other  extensions  of secured
credit,  consist of possible delay in receiving additional  collateral or in the
recovery of the securities or possible loss of rights in the  collateral  should
the borrower  fail  financially.  Loans will only be made to firms deemed by the
Fund to be of good standing and will not be made unless,  in the judgment of the
Fund, the consideration to be earned from such loans would justify the risk.

MORTGAGE-RELATED  SECURITIES.   Mortgage-related  securities,  other  than  U.S.
Government  agency  mortgage-backed  securities,  in which  the Fund may  invest
include, but are not limited to, those described below.

     o    MORTGAGE-BACKED SECURITIES.  Mortgage-backed securities are securities
          representing an interest in a pool of mortgages.  The mortgages may be
          of a variety of types, including adjustable rate, conventional 30-year
          fixed rate,  graduated payment,  and 15-year fixed rate. Principal and
          interest  payments  made on the mortgages in the  underlying  mortgage
          pool  are  passed  through  to  the  Fund.  This  is  in  contrast  to
          traditional bonds where principal is normally paid back at maturity in
          a lump  sum.  When a  mortgage  in the  underlying  mortgage  pool  is
          prepaid, an unscheduled  principal prepayment is passed through to the
          Fund. This principal is returned to the Fund at par. As a result, if a
          mortgage security were trading at a premium, its total return would be
          lowered by prepayments,  and if a mortgage  security were trading at a
          discount,   its  total  return  would  be  increased  by  prepayments.
          Unscheduled  prepayments of principal shorten the securities' weighted
          average  life and may lower  their  total  return.  The value of these
          securities  also  may  change  because  of  changes  in  the  market's
          perception of the  creditworthiness of the entity that issued them. In
          addition,  the mortgage  securities market in general may be adversely
          affected by changes in governmental regulation or tax policies.

FUND POLICIES

POLICY ON ISSUANCE OF SENIOR  SECURITIES.  The Fund, as an open-end,  management
investment  company  registered  under the 1940 Act, is prohibited  from issuing
senior securities.  The Fund may not issue preferred stock or debt securities of
any kind, nor may the Fund borrow from any entity other then a bank.

BORROWING  POLICY.  The  Fund's  current  borrowing  policy is that the Fund may
borrow from banks for investment  purposes not to exceed 33 1/3% of the value of
the Fund's total assets,  less its liabilities other than such borrowings.  This
borrowing, which is a speculative technique known as leveraging,  generally will
be  unsecured,  except to the extent the Fund  enters  into  reverse  repurchase
agreements  described  below.  The  1940  Act  requires  the  Fund  to  maintain
continuous  asset coverage  (that is, total assets  including  borrowings,  less
liabilities exclusive of borrowings) of 300% of the amount borrowed. If the 300%
asset  coverage  should  decline  as a result  of market  fluctuations  or other
reasons,  the Fund is required  to sell some of its  portfolio  holdings  within
three days to reduce the debt and restore the 300% asset  coverage,  even though
it may be disadvantageous from an investment standpoint to sell securities at

                                       4
<PAGE>

that  time.  Leveraging  may  exaggerate  the  effect on net asset  value of any
increase or decrease in the market value of the Fund's portfolio. Money borrowed
for  leveraging  will be  subject  to  interest  costs  which  may or may not be
recovered by  appreciation  of the  securities  purchased.  The Fund also may be
required to maintain  minimum average balances in connection with such borrowing
or to pay a  commitment  or other fee to  maintain a line of  credit;  either of
these requirements would increase the cost of borrowing over the stated interest
rate.

Among the forms of  borrowing  in which  the Fund may  engage is the entry  into
reverse  repurchase  agreements  with members of the New York Stock Exchange (or
subsidiaries thereof), members of the Federal Reserve System, recognized primary
U.S. government securities dealers, or institutions which the investment adviser
of  the  Fund  has  determined  to  be  of  comparable  creditworthiness.  These
transactions  involve the transfer by the Fund of an underlying  debt instrument
in return for cash proceeds  based on a percentage of the value of the security.
The Fund  retains the right to receive  interest and  principal  payments on the
security.  At an agreed upon future date, the Fund  repurchases  the security at
principal,  plus accrued interest.  In certain types of agreements,  there is no
agreed-upon  repurchase date and interest payments are calculated  daily,  often
based on the prevailing  overnight  repurchase rate. The Fund will maintain in a
segregated  custodial  account  cash,  cash  equivalents,   or  U.S.  government
securities  or other high quality  liquid debt  securities at least equal to the
aggregate amount of its reverse repurchase  obligations,  plus accrued interest,
in certain cases, in accordance with releases  promulgated by the Securities and
Exchange  Commission.  The  Securities  and Exchange  Commission  views  reverse
repurchase  transactions  as  collateralized   borrowings  by  the  Fund.  These
agreements, which are treated as if reestablished each day, may provide the Fund
with a flexible borrowing tool.

CONCENTRATION  POLICY. The current  concentration policy of the Fund states that
it is not the policy of the Fund to invest 25% or more of the value of its total
assets in any one industry. An industry is determined by looking at the standard
industry  classification  (SIC) code (i.e.,  if two companies  have the same SIC
code, the companies would be in the same industry).  However, when securities of
a given industry come to constitute 25% or more of the value of the Fund's total
assets by reason of changes in value of either the  concentrated  securities  or
other  securities,  the excess  need not be sold.  The Fund has also  instituted
policies and procedures to assist in preventing a violation of the concentration
policy of the Fund.  The policy  provides that prior to the  investment  advisor
making a purchase  of a  security,  the chief  financial  officer,  or  designee
thereof,  must confirm  that the purchase  will not result in a violation of the
concentration  policy. In addition,  pursuant to the policy, the chief financial
officer will determine  weekly if any portfolio  securities have  appreciated in
value above 25% such that additional purchases would be prohibited.

POLICY ON  PURCHASING  AND  SELLING  REAL ESTATE AND  COMMODITIES.  The Fund may
purchase and sell real estate,  including  land and buildings and  securities of
companies whose assets consist of real property and interests therein.  Although
the Fund may  purchase  commodities,  the Fund  does not  purchase  or intend to
purchase commodities, and has no policy governing its purchase of commodities.

POLICY ON MAKING  LOANS.  The Fund may make  both long and  short-term  loans to
others,  including  the purchase of  non-publicly  offered debt  securities on a
case-by-case basis.

LIMITATIONS ON FUND POLICIES.  The Fund's Trust Indenture provides that the Fund
may, in the sole discretion of the investment  advisor and to the maximum extent
permissible  by the  applicable  laws  and  regulations,  engage  in all  lawful
investment  activities.  Without limitation on any other investment  activities,
the Fund  reserves  freedom  of  action  to  engage  in the  foregoing  types of
activities  specified in Section (8)(b) of the 1940 Act. The extent to which the
Fund intends to engage in the foregoing  activities is entirely  dependent  upon
the market conditions and the economic environment in which the Fund must

                                       5
<PAGE>

operate.  Thus it is not  practical to predict the extent to which the Fund will
or may engage in such activities. The Fund intends to engage in these activities
to the maximum extent permissible under applicable laws and regulations when, in
the judgment of the investment advisor,  such activities appear to be beneficial
to the  Fund  and  its  shareholders.  Accordingly,  the  risks  involved  in an
investment in the Fund may be greater than the risks  generally  associated with
many other mutual funds.

TEMPORARY DEFENSIVE POSITIONS

In response to unfavorable market conditions,  the Fund may commit up to 100% of
its assets to temporary defensive  investments in (i) high-grade debt securities
of all types, (ii) U.S. government securities,  and (iii) repurchase agreements.
While  the  Fund  believes  that  these  temporary  defensive   investments  are
consistent  with the  Fund's  investment  objective,  the rate of return on such
investments tend to be lower and may have an adverse effect on Fund performance.

PORTFOLIO TURNOVER

The  portfolio  turnover rate during the year dropped  significantly  from prior
years as a result of a new management  philosophy.  For the years ended June 30,
2000, 1999, 1998, 1997, anf 1996, the portfolio  turnover rate was 91%, 0%, 48%,
193%, 231%, and 505%, respectively.

                             MANAGEMENT OF THE FUND

BOARD OF TRUSTEES RESPONSIBILITIES

Pursuant  to the  Trust  Indenture  of the  Fund,  the  Trustees  possess  full,
exclusive and absolute  power,  control and authority over the Fund property and
the business of the Fund to the same extent as if the Trustees were the sole and
absolute  owners of the Fund  property  and  business  in their own right.  This
authority  is  exercised  free  from  any  power or  control  on the part of the
shareholders  of the Fund,  except as may be required by law.  The  Trustees may
also delegate certain functions as may be permitted by the Trust Indenture.

MANAGEMENT

TRUSTEES  AND  OFFICERS.  The  following  table sets forth  certain  information
concerning the Trustees and officers of the Fund.


<TABLE>
<S>                               <C>      <C>                             <C>
                                               Position(s) Held              Principal Occupation(s)
  Name, Address, and Age          Age(1)         with the Fund                 During Past 5 Years
-----------------------------  --------- -----------------------------   ------------------------------


W. MARK CRAIN                      48       Trustee                        Professor of Economics and Research
9603 Concerto Circle                                                       Associate with the Center for Study of
Vienna, VA  22182                                                          Public Choice George Mason
                                                                           University Fairfax, Virginia
</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>
<S>                             <C>       <C>                            <C>
                                                  Position(s) Held            Principal Occupation(s)
   Name, Address, and Age         Age(1)            with the Fund               During Past 5 Years
-----------------------------  --------- -----------------------------   ------------------------------
RICHARD P. ELLISON                  69     Trustee                         President and CEO, Intervest Financial
1410 Coventry Lane                                                         Corporation.  Formerly President, Boat
Alexandria, VA  22304                                                      America Corporation.  Director, Potomac
                                                                           Group Homes, Inc. and Boat America
                                                                           Corporation

RICHARD O. HAASE                    65     Trustee                         Vice President: Maiden, Hasse & Smith,
7026 Elizabeth Drive                                                       a Washington DC real estate valuation
McLean, VA  22101                                                          company


CAROLE S. KINNEY (2)                54     Trustee and President of the    Chairman of the Board of Ameritor
8020 Thornley Court                        Fund                            Financial Corporation, National
Bethesda, MD  20817                                                        Association of Securities
                                                                           Dealers-Agent, Former stock broker with
                                                                           Solomon-Smith Barney
JEROME KINNEY                       71     Treasurer of the Fund
8020 Thornley Ct.                                                          President of Ameritor Financial
Bethesda, MD  20817                                                        Corporation

JOHN T. TURNER                      66     Trustee, Chairman               Senior Vice President, SYNTEK
1125 Trotting Horse Lane                                                   Technologies, Inc.
Great Falls, VA  22066
</TABLE>
--------------
(1) As of November 1, 2000.
(2) Interested person as defined by Section 2(a)(19) of the Investment Company
    Act.

COMPENSATION.  The following table sets forth the compensation of the members of
the Board of Trustees for the fiscal year ended June 30, 2000. Trustees are paid
$300 per meeting attended plus  reimbursement  for certain expenses of attending
the meeting.  No officer received  compensation from the Fund exceeding $60,000.
The Fund, the other Ameritor funds,  and Ameritor  Financial  Corporation do not
provide any pension or retirement benefits.
<TABLE>
<S>                                                   <C>                                    <C>
                                                                                  Total Compensation from Fund
                                              Aggregate Compensation                 and Fund Complex Paid
Name and Position                                from the Fund                           to Trustees (1)
--------------------------------------- -------------------------------------- ---------------------------------

W. MARK CRAIN                                         $1,333                                 $4,000
Trustee

RICHARD P. ELLISON(2)                                 $1,333                                 $4,000
Trustee

RICHARD O. HAASE                                      $1,333                                 $4,000
Trustee

CAROLE S. KINNEY (2)                                   none                                   none
Trust and Secretary of the Fund

JOHN T. TURNER (2)                                    $1,333                                 $4,000
Trustee
--------------
</TABLE>

(1)      Includes  compensation  for  serving on the Boards of  Trustees  of the
         Fund, as well as the Ameritor Industry Fund and the Ameritor Investment
         Fund.
(2)      Became a member of the Board of Trustees on June 16, 1999.

                                       7
<PAGE>

               CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of October  30,  2000,  no person  beneficially  owned of  record,  or to the
knowledge of the Fund,  beneficially owned, more than 5% of the then outstanding
shares of the Fund.  Furthermore,  no person has exerted himself or herself as a
party in control of the Fund and there has been no  adjudication  under  section
2(a)(9) of the 1940 Act that control exists.

As of October 30,  2000,  the  Trustees  and  officers  of the Fund,  as a group
beneficially owned no shares in the Fund.


                     INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISOR; SERVICES PROVIDED

The Fund has  entered  into an  investment  advisory  agreement  (the  "Advisory
Agreement") with Ameritor Financial  Corporation which has its principal offices
at 4400 MacArthur Blvd #301,  Washington  D.C.  20007-2521.  All voting stock of
Ameritor Financial  Corporation is owned by United Securities,  Inc., a Maryland
corporation  whose sole  shareholders  are Carole S.  Kinney  and  Charles  T.W.
Steadman.

Since  commencing  business  through its  predecessor,  William Allen Steadman &
Company,  in 1932,  the  advisor  has  principally  engaged in the  business  of
providing  continuous  investment  supervision for the Funds. Under the terms of
the Advisory  Agreement,  the advisor manages the investments of the Fund and is
responsible  for  overall   management  of  its  business   affairs  subject  to
supervision of the Trustees. As compensation for its services, each Fund pays to
the  advisor  a  monthly  advisory  fee at the  annual  rate of 1% of the  first
$35,000,000  of the average daily net asset value of the Fund,  7/8 of 1% on the
next  $35,000,000 and 3/4 of 1% on all sums in excess thereof.  The advisory fee
is higher than that paid by many other investment companies.

                                       8
<PAGE>

The Fund paid  investment  advisory  fees during the last three  fiscal years as
follows: June 30, 2000, $57,658; June 30, 1999, $44,520; June 30, 1998, $41,538.

Under an agreement  with the Fund which is contained in the approved  minutes of
the Fund,  Ameritor  Financial  Corporation also serves as Transfer and Dividend
Disbursing  Agent  and  Agent  for   Administration   of  Shareholder   Accounts
(hereinafter "delegated services") for the Fund.

For the Delegated  Services,  the Transfer Agent is paid a fee calculated  based
upon  the number of shareholder accounts plus a monthly minimum.

The Fund paid fees for delegated services for the last three fiscal years ending
as follows:  June 30, 2000, $23,910;  June 30, 1999, $25,664; and June 30, 1998,
$28,299

Ameritor Financial  Corporation also receives  reimbursements  from the Fund for
salaries  and  benefits  of its  employees  who  perform  directly  attributable
functions to the Fund other than investment  advisory and shareholder  services.
These  functions  include:  fund  accounting,   reviewing  the  Fund's  internal
financial reports;  coordinating the editing, printing and mailing of reports to
the Fund's shareholders;  internal audit of the Fund's books, transactions,  and
daily  pricing;   compliance  with  SEC  regulation,   including   registration;
preparation of materials for Trustees' meetings;  legal and other administrative
functions; and clerical assistance related to the above. Additionally,  Ameritor
Financial  Corporation  receives  reimbursements from the Fund for rent computer
expenses.  Reimbursements  for the fiscal  year  ending  June 30,  2000  totaled
$228,482.

Effective  September  1,  2000,  the  advisor  entered  into a  Fund  Accounting
Agreement  and a Transfer  Agent  Agreement  with the Fund in which the  advisor
serves as the Fund's  administrator  and transfer agent for the Fund.  Under the
Fund  Accounting  Agreement,  the  advisor  assists  in the  performance  of its
administrative  responsibilities  to the Fund,  coordinates the services of each
vendor of  services  to the Fund,  and  provides  the Fund with other  necessary
administrative,  fund  accounting,  and compliance  services.  In addition,  the
advisor makes available the office space, equipment,  personnel,  and facilities
required  to  provide  such  services  to the  Fund.  Under the  Transfer  Agent
Agreement, the advisor serves as the transfer,  dividend paying, and shareholder
servicing agent for the Fund.

Ameritor  Financial  Corporation  assumes no  responsibility  under the Advisory
Agreement  other than to render the  services  called  for  thereunder,  in good
faith,  and is not  responsible  for any  action  of the  Fund in  following  or
declining to follow any advice or recommendation. It is not liable for any error
of judgment or mistake of law or for any loss suffered by the Fund in connection
with  matters  to  which  the  Advisory  Agreement  relates,  except  for a loss
resulting  from willful  misfeasance,  bad faith,  gross  negligence or reckless
disregard  in the  performance  of its  duties  under  the  Advisory  Agreement.
Directors,  officers and employees of the investment  advisor have the unlimited
and  unrestricted  right to engage in any other  business  or to devote time and
attention  in part to the  management  or other  aspects of any other  business,
whether of a similar or dissimilar nature.

The Advisory  Agreement also provides that the Fund will pay all of its ordinary
expenses of operation except specifically  excepted,  such expenses of operation
including,  but not  being  limited  to,  the  following:  (i) the  expenses  of
maintaining its own books of accounts;  (ii) the expenses of its custodian,  the
transfer agent and dividend  disbursing  agent;  (iii) the expenses of computing
the daily net  asset  value of the  shares;  (iv) the fees and  expenses  of the
Trustees including, contrary to most other funds, the fees of those Trustees who
also may be directors of the investment  advisor or its subsidiary  corporation;
(v) the expenses of meetings of shareholders;  (vi) the expenses of printing and
mailing of all  shareholder  reports and other  required  reports and  documents
provided  shareholders,  including the cost of printing and mailing prospectuses
to  shareholders;  (vii) taxes of any kind  assessed  against  the Fund;  (viii)
interest and commissions;  (ix) Securities and Exchange Commission  registration
fees; (x) state registration  fees; (xi) the expenses of trust existence;  (xii)
all or part of the salaries of the fund  officers and other  employees  who also
may be directors  or officers or  employees of the Adviser or its  subsidiaries;
(xiii)  the fees of  auditors;  (xiv) the fees of legal  counsel;  (xv)  travel,
entertainment,  publication,  telephone, telegraph, office space rent; and (xvi)
all  other  ordinary  expenses  of  operation.   The  Fund  also  will  pay  all
extraordinary   expenses  of  whatever  kind  unless  such  expenses  have  been
specifically assumed by the investment advisor.

                                       9
<PAGE>


PRINCIPAL UNDERWRITER

The Fund currently has no principal underwriter.

                    BROKERAGE ALLOCATION AND OTHER PRACTICES

BROKERAGE TRANSACTIONS AND SELECTION

Ameritor  Financial  Corporation  makes  decisions  as  to  buying  and  selling
investment  securities,  subject to supervision by the Fund's Board of Trustees.
It is the practice of the Fund to seek the most  favorable  prices and execution
of  orders  for the  purchase  or  sale of  portfolio  securities,  taking  into
consideration  the  facilities  and services of a  particular  broker or dealer.
Subject to these considerations,  the Fund has authorized the investment advisor
to place a portion of such business on a principal or agency basis with eligible
brokers who have provided statistical,  quote, and research material to Ameritor
Financial  Corporation.  Research  services  include  written  and oral  advice,
analyses  and  reports  concerning  issuers,  industries,  securities,  markets,
economic factors and trends and portfolio  strategy.  The Fund has been informed
that, to the extent  brokerage is allocated to obtain  statistical,  investment,
research,  or quotation  services,  the  investment  advisor will be assisted in
providing to the Fund more  thorough and complete  advisory  material.  Although
such  services  may tend to reduce the  expenses  of the  investment  advisor in
rendering  investment  advice to the  Fund,  the  value of the  services  is not
determinable.  Ameritor Financial  Corporation's  investment personnel determine
the overall  reasonableness  of commissions paid by rating brokers or dealers on
such  general  factors  as  execution  capabilities,  quality  of  research  and
financial condition,  and net results of specific  transactions in such terms as
price, promptness, size of order, and difficulty of execution.

The Fund's  investment  adviser,  acting on behalf of the Fund, is authorized to
pay a brokerage  commission  in excess of that which  another  broker might have
charged for  effecting  the same  transaction,  in  recognition  of the value of
brokerage or research services. The investment adviser and the Trustees consider
the above  allocation  of brokerage to be consistent  with the Fund's  brokerage
policy. Brokers do not exercise investment discretion as to the Fund's portfolio
securities, hence no brokerage is allocated for such service.

The following table sets forth the amount of brokerage paid by the Fund and the
total volume of transactions for the periods indicated.

                                        For the fiscal year ended June 30,
                                ------------------------------------------------
                                         2000           1999               1998
                                ------------------------------------------------


Transactions............          $10,800,178       $748,000         $4,888,372
Brokerage...............               $7,440         $3,790            $18,730

As the above table  indicates,  during the fiscal year ended June 30, 2000,  the
total  amount  of  transactions   and  the  brokerage  paid  thereon   increased
substantially from the prior year.  Brokerage increased 96%, while the amount of
transactions  increased 1,344% from fiscal 1999 to fiscal 2000. This increase is
due to the  advisor's  philosophy  that  in  the  fiscal  year  1999  the  large
technology  securities  advanced  considerably,  but in the fiscal year 2000 the
advisor made a major shift in holdings to reflect the market changes and also to
achieve wider diversification of the Fund's portfolio.


                                       10
<PAGE>


                           DESCRIPTION OF FUND SHARES

The Fund is  organized  as a common law trust under the laws of the  District of
Columbia and has  outstanding  only one class of shares of beneficial  interest.
All shareholders have equal voting rights, and all shares participate equally in
dividends and other  distributions  by the Fund,  and in the residual  assets of
such Fund in the event of  liquidation.  Fractional  shares have the same rights
proportionately  as do full shares,  except that  fractional  shares do not have
voting rights. Shares of the Fund have no preemptive rights and no conversion or
subscription   rights.  The  Fund  does  not  hold  regularly  scheduled  annual
shareholders' meetings.  Special meetings are called when required by applicable
laws and  regulations.  No  shareholder  of any Fund  shall  be  subject  to any
liability to any person in  connection  with the property or affairs of any such
Fund.  The shares of the Fund are not  subject to  mandatory  redemption  and or
subject to a sinking fund.

In  addition,  the  governing  documents  of  the  Fund  contain  several  other
provisions  relating to  shareholders'  rights  that are  uncommon to most other
mutual  funds  including:  (a)  trustees  hold  office  for a term of  unlimited
duration, (b) shareholders are entitled to vote for or against any amendments to
the Trust Indenture only under limited  circumstances,  (c) shareholders are not
entitled  to vote for or against a  termination  of the Fund,  and (d) except as
otherwise  required by law,  shareholders  may call special meetings only upon a
vote of 90% of the outstanding shares.

As interpreted by the staff of the Securities and Exchange Commission,  the 1940
Act  provides  shareholders  of the Fund with  certain  rights  with  respect to
removal of Trustees. Under these provisions, shareholders may remove one or more
Trustees by declaration or vote of two-thirds of each Fund's outstanding shares.
The Trustees  will promptly  call a meeting of  shareholders  for the purpose of
voting upon the question of removal of Trustees  when  requested to do so by the
record holders of not less than 10% of the  outstanding  shares of the Fund. The
Fund will comply with these procedures.

The Trust  Indenture  of the Fund  provides  that there shall not be  cumulative
voting by shareholders  for the election of Trustees.  The absence of cumulative
voting  rights means that holders of a majority of the shares voted at a meeting
of shareholders may, if they so choose, elect all Trustees to be selected,  thus
precluding minority shareholder  representation among the Trustees. Other than a
provision of the Act requiring every  shareholder to have equal voting power, no
provision of the Act requires cumulative voting.


                                       11
<PAGE>

Finally,  a provision of the Trust Indenture of the Fund permits the Trustees to
limit the amount of Fund shares owned at any one time by any one person to 5% of
Fund  shares.  This  provision  allows the  Trustees  to  prevent a person  from
becoming an  affiliated  person within the meaning of Section 2 of the 1940 Act.
There is no provision of the Act that limits the percentage ownership one person
may have in an open-end investment company.

                         PURCHASE AND PRICING OF SHARES

PURCHASE OF FUND SHARES

The Fund is  currently  in the  process of  registering  Fund shares for sale in
certain  states.  The Fund will  offer the  shares  at net asset  value  without
payment of any sales fee (load) or commission  when  purchases are made directly
from the Fund. Shares purchased through  registered  broker-dealers  may incur a
transaction fee.

To make an  initial  investment  and  open an  account,  complete  the  attached
application  and forward it with a check or money order for $1,000 or more, made
payable to Ameritor Security Trust, 107 North Washington Street, Post Office Box
4365, Rocky Mount, NC 27803-0365.  Initial  investments of less than $1,000 will
not be accepted.

After an account has been established,  a confirmation will be issued indicating
the amount invested, the number of shares purchased,  and the purchase price per
share (net asset value per share). The confirmation will include a deposit stub,
which may be used to make an  additional  investment of $100 or more at any time
by  completing  the form and  mailing  with a check in the  appropriate  amount.
Additional investments of less than $100 will not be accepted.

Investments  received  prior  to the  closing  of the New  York  Stock  Exchange
(currently  4:00 p.m.,  New York Time) and are in good order will be credited at
the net  asset  value  determined  at the  close of the  exchange  on that  day.
Investment received after closing will be credited at the net asset value on the
next subsequent day in which the net asset value of the Fund is calculated.

All  investments  are subject to our acceptance  and subject to compliance  with
state and federal  securities laws. The Fund may decline to accept an investment
when in the judgment of the Fund's  investment  advisor,  the acceptance of such
investment  would  not be in the  interest  of  existing  shareholders  or after
consultation  with counsel,  such investment  would violate any state or federal
securities law. This determination is made upon receipt of the purchase order or
as soon thereafter as reasonably  practicable.  The  prospective  investor whose
order is not accepted will have his or her check or money order returned as soon
as possible thereafter. This Prospectus does not constitute an offer to sell, or
the solicitation of an offer to buy, any securities offered hereby to any person
in any jurisdiction in which such offer or solicitation would be unlawful.

Stock  certificates  for  shares  are  ordinarily  not  issued,  as they are not
necessary and complicate redemption.

OFFERING PRICE OF FUND SHARES

Fund shares are bought and sold at the net asset value next calculated after the
buy or sell order is placed.  The Fund's net asset value per share is determined
at the close of trading on the New York Stock Exchange (currently 4:00 p.m., New
York Time) on days when the New York Stock Exchange is open for business.  It is
computed by dividing the value of net assets (I.E., the value of the assets less
liabilities) by the total number of shares outstanding. Portfolio securities are
valued at the last sale price on the national

                                       12
<PAGE>

securities  exchange or national  securities  market on which the securities are
primarily  traded.  Securities not listed on an exchange or national  securities
market or securities for which there were no transactions are valued at the mean
between the most recent  reported bid and asked prices.  Any securities or other
assets for which market  quotations are not readily available are valued at fair
value as  determined  in good  faith by the  Trustees.  Debt  securities  having
remaining  maturities  of less  than 60 days are  valued by the  amortized  cost
method, unless the Trustees determine this is not fair value. Expenses and fees,
including the  management  fee, are accrued daily and taken into account for the
purpose of determining the net asset value.

                              TAXATION OF THE FUND

For the  fiscal  year  ended  June 30,  2000 and prior  years,  the Fund did not
qualify as a regulated  investment  company  ("RIC") under the Internal  Revenue
Code of 1986, as amended ("Code").  However, for the fiscal year ending June 30,
2001,  the Fund  intends  to qualify  as a RIC under the rules of  Sections  851
through  855 of  Subchapter  M of the  Code.  If the Fund  does  not  meet  this
classification  as a RIC under the Code, and there is no guarantee that the Fund
will meet the  requirements of the Code, the Fund will be taxed under the normal
corporate tax rules under Subchapter C of the Code. While not being qualified as
a RIC will permit the Fund to utilize certain loss carryforwards,  which at June
30, 2000 totaled approximately  $1,102,300 it will not be able to take advantage
of certain  potentially  favorable tax rules  applicable  to electing  qualified
regulated investment companies.

If the Fund  qualifies  as a RIC,  the Fund  will not be taxed on the  amount it
distributes. However, shareholders will generally be taxed regardless of whether
distributions  are received in cash or are reinvested in additional Fund shares.
A particular distribution generally will be taxable as either ordinary income or
long-term  capital gains. If a Fund designates a distribution as a capital gains
distribution,  it will be taxable to  shareholders  as long-term  capital gains,
regardless of how long they have held their Fund shares.

Under the federal income tax law, the Fund is required to report to the Internal
Revenue  Service  all  dividend  distributions.  Under  the  backup  withholding
provisions,  all  distributions  by the Fund may be  subject to  withholding  of
federal income tax at the rate of 31% in the case of non-exempt shareholders who
fail to furnish the Fund with their correct taxpayer  identification numbers and
with required  certifications  regarding  their status under federal  income tax
laws. If the withholding provisions are applicable,  any such distributions will
be reduced by the amounts  required to be  withheld.  Investors  should  consult
their tax advisors about the applicability of the backup withholding provisions.

                         CALCULATION OF PERFORMANCE DATA

The Fund  will  calculate  its total  rate of  return  for  certain  periods  by
determining  the average  annual  compounded  rates of return over these periods
that would cause an investment of $10,000 (with all dividends and  distributions
reinvested) to reach the value of that investment at the end of the periods. The
Fund  may also  calculate  total  rates of  return,  which  represent  aggregate
performance over a period or year-by-year performance.  The average annual total
rate of return for Fund shares for the one year, five year, and ten year periods
ended June 30, 2000 are 26.67%, 18.56% and 7.89%, respectively.

                              FINANCIAL STATEMENTS

The  audited  financial  statements  for the fiscal  year  ended June 30,  2000,
including   the  financial   highlights   appearing  in  the  Annual  Report  to
shareholders, are incorporated by reference and made a part of this document.




                                       13
<PAGE>




                                    AMERITOR


                                    SECURITY
                                     TRUST





                                     ANNUAL
                                     REPORT


                                 June 30, 2000




                        An Ameritor NO-LOAD Mutual Fund




                         AMERITOR FINANCIAL CORPORATION




                              AMERITOR
                                   FINANCIAL
                                        CORPORATION

                               Investment Adviser


<PAGE>




Dear Shareholder:

I am pleased to report that Ameritor Security Trust had a return for this fiscal
year  of  26.67%.*  The  fine  performance  of your  Fund  was  accomplished  by
maintaining a portfolio of investments that enjoyed significant appreciation and
continued efforts to reduce operating expenses.  Because of its return, the Fund
fared  favorably as compared to other funds in its  category.  In addition,  the
Fund may now be sold in various  jurisdictions,  and we hope to be eligible  for
sale in all jurisdictions shortly.

This past year has seen changes in the  membership  of the Board of Trustees and
the  Management of the Ameritor  Family of Funds.  Max Katcher,  Paul Wagner and
Paul Bowers have retired from the Board after many long years of service,  and I
was elected President of the Funds at the April 12, 2000 meeting of the Board of
Trustees.

We are pleased to announce that the Funds'  investment  advisor has engaged Paul
Dietrich of Nye, Parnell and Emerson, a professional and experienced  investment
advisor,  as a consultant to Ameritor  Financial  Corporation to assist with the
selection of investments for the Funds.

Jerome Kinney,  President of Ameritor Financial  Corporation,  has engaged North
Carolina  Shareholder  Services  and  Nottingham  Fund  Administrators  to  help
streamline transfer agency, fund accounting and administrative  services for the
Funds.  These  changes  are part of the efforts  being made to reduce  operating
costs for the ultimate benefit of shareholders.

We shall  endeavor to keep your Fund an attractive  investment and will continue
working toward enhanced appreciation of your investments,  lower operating costs
and striving for a higher shareholder return in future years.

                                                     Sincerely,

                                                     /s/ Carole S. Kinney

                                                     Carole S. Kinney
                                                     President


--------
*    The average  annual  return for the 5-year  period  ended June 30, 2000 was
     18.56%.  The average  annual  return for the 10-year  period ended June 30,
     2000 was 7.89%.  Past performance is not indicative of future results.  The
     results  achieved last year,  which was an unusually  favorable year in the
     market in certain sectors,  will not necessarily be repeated in the future.
     Your shares fluctuate so that their value, when you redeem,  may be more or
     less than when you invested in the Fund.

<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




To the Board of Trustees
  and Shareholders of
Ameritor Security Trust


We have audited the accompanying statement of assets and liabilities,  including
the schedule of  investments,  of Ameritor  Security Trust, as of June 30, 2000,
and the related statement of operations,  the statement of changes in net assets
and the financial highlights for the year then ended. These financial statements
and financial  highlights are the responsibility of the Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial  highlights based on our audit. The financial  statements for the year
ended June 30, 1999 and financial  highlights presented for the four year period
ending June 30, 1999 were audited by other auditors whose report dated August 6,
1999 expressed an unqualified opinion on those statements.

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 financial  statements and financial  highlights are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures  included  confirmation  of securities  owned as of June 30, 2000, by
correspondence  with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
Ameritor Security Trust as of June 30, 2000, the results of its operations,  the
changes in its net assets and the financial  highlights for the year then ended,
in conformity with generally accepted accounting principles.






TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
August 2, 2000


<PAGE>
<TABLE>
<S>  <C>                   <C>                                                                           <C>            <C>

                                                    AMERITOR SECURITY TRUST FUND
                                                      Portfolio of Investments
                                                            June 30, 2000

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                            Value
                                                                                                           Shares          (Note 1)
------------------------------------------------------------------------------------------------------------------------------------

COMMON STOCK - 100.00%

Applications Software - 3.22%
     Citrix Systems, Inc. (a) ....................................................................         3,000          $   56,812
     Microsoft Corp. (a) .........................................................................         1,293             103,440
     Siebel Systems, Inc. (a) ....................................................................           275              44,980
                                                                                                                          ----------
                           Total Applications Software ...........................................                           205,232
                                                                                                                          ----------

Broadcast Services - 0.40%
     UnitedGlobalCom, Inc. (a) ...................................................................           550              25,713
                                                                                                                          ----------
                           Total Broadcast Services ..............................................                            25,713
                                                                                                                          ----------

Business Services - 1.75%
     Compuware Corp. (a) .........................................................................         3,900              40,462
     Concord EFS, Inc. (a) .......................................................................         1,600              41,600
     Symbol Technologies, Inc. ...................................................................           530              29,647
                                                                                                                          ----------
                           Total Business Services ...............................................                           111,709
                                                                                                                          ----------

Cellular Telecommunications - 2.97%
     Nextel Communications, Inc. (a) .............................................................         1,300              79,544
     Vodafone Group PLC ..........................................................................         2,650             109,809
                                                                                                                          ----------
                           Total Cellular Communications .........................................                           189,353
                                                                                                                          ----------

Computers - 6.38%
     Dell Computer Corp. (a) .....................................................................         2,050             101,091
     International Business Machines Corp. .......................................................           500              54,781
     MICROS Systems, Inc. (a) ....................................................................         1,830              33,969
     Sun Microsystems, Inc. (a) ..................................................................         2,386             216,977
                                                                                                                          ----------
                           Total Computers .......................................................                           406,818
                                                                                                                          ----------

Computer Hardware & Software - 5.65%
     EMC Corp. (a) ...............................................................................         3,500             269,281
     Mercury Interactive Corp. (a) ...............................................................           640              61,920
     VERITAS Software Corp. (a) ..................................................................           410              29,435
                                                                                                                          ----------
                           Total Computer Hardware & Software ....................................                           360,636
                                                                                                                          ----------

Diversified Operations - 1.52%
     General Electric Co. ........................................................................         1,900              96,900
                                                                                                                          ----------
                           Total Diversified Operations ..........................................                            96,900
                                                                                                                          ----------

Electronic Components - Misc. - 3.17%
     CTS Corp. ...................................................................................           900              40,500
     Sanmina Corp. (a) ...........................................................................           400              34,200
     SCI Systems, Inc. (a) .......................................................................         1,000              39,312
     Solectron Corp. (a) .........................................................................         2,100              87,938
                                                                                                                          ----------
                           Total Electronic Components - Misc ....................................                           201,950
                                                                                                                          ----------

Electronic Components - Semi Conductors - 14.91%
     Altera Corp. (a) ............................................................................           475              48,420
     Applied Micro Circuits Corp. (a) ............................................................         1,400             138,250
     Broadcom Corp. (a) ..........................................................................           650             142,309
     Conexant Systems, Inc. (a) ..................................................................           850              41,331

</TABLE>
<PAGE>
<TABLE>
<S>  <C>                   <C>                                                                           <C>            <C>

                                                    AMERITOR SECURITY TRUST FUND
                                                      Portfolio of Investments
                                                            June 30, 2000

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                            Value
                                                                                                           Shares          (Note 1)
------------------------------------------------------------------------------------------------------------------------------------

COMMON STOCK - 100.00%

     Cree, Inc. (a) ..............................................................................           350          $   46,725
     Intel Corp. .................................................................................         1,386             185,291
     International Rectifier Corp. (a) ...........................................................           540              30,240
     PMC-Sierra, Inc. (a) ........................................................................           315              55,972
     Rambus, Inc. (a) ............................................................................           930              95,790
     Texas Instruments, Inc. .....................................................................         1,600             109,600
     Xilinx, Inc. (a) ............................................................................           700              57,794
                                                                                                                          ----------
                           Total Electronic Components - Semi Conductors .........................                           951,722
                                                                                                                          ----------

Electronic Measuring Instruments - 1.37%
     Agilent Technologies, Inc. (a) ..............................................................         1,189              87,689
                                                                                                                          ----------
                           Total Electronic Measuring Instruments ................................                            87,689
                                                                                                                          ----------

Fiber Optics - 6.69%
     CIENA Corp. (a) .............................................................................           180              30,004
     Harmonic, Inc. (a) ..........................................................................         2,550              57,216
     JDS Uniphase Corp. (a) ......................................................................         2,380             285,303
     SDL, Inc. (a) ...............................................................................           190              54,186
                                                                                                                          ----------
                           Total Fiber Optics ....................................................                           426,709
                                                                                                                          ----------

Finance - 0.91%
     Capital One Financial Corp. .................................................................         1,300              58,012
                                                                                                                          ----------
                           Total Finance .........................................................                            58,012
                                                                                                                          ----------

Internet Services - 2.23%
     America Online, Inc. (a) ....................................................................         1,450              76,487
     Juniper Networks, Inc. (a) ..................................................................           450              65,503
                                                                                                                          ----------
                           Total Internet Services ...............................................                           141,990
                                                                                                                          ----------

Internet Software - 2.79%
     BroadVision, Inc. (a) .......................................................................         2,150             109,247
     Inktomi Corp. (a) ...........................................................................           370              43,752
     RealNetworks, Inc. (a) ......................................................................           500              25,281
                                                                                                                          ----------
                           Total Internet Software ...............................................                           178,280
                                                                                                                          ----------

Medical - Research & Development - 0.62%
     Immunex Corp. (a) ...........................................................................           800              39,550
                                                                                                                          ----------
                           Total Medical - Research & Development ................................                            39,550
                                                                                                                          ----------

Medical Equipment - 0.92%
     Cytyc Corp. (a) .............................................................................         1,100              58,712
                                                                                                                          ----------
                           Total Medical Equipment ...............................................                            58,712
                                                                                                                          ----------

Multimedia - 2.94%
     Gemstar-TV Guide International, Inc. (a) ....................................................         1,200              73,744
     Time Warner, Inc. ...........................................................................         1,500             114,000
                                                                                                                          ----------
                           Total Mulitmedia ......................................................                           187,744
                                                                                                                          ----------

</TABLE>
<PAGE>
<TABLE>
<S>  <C>                   <C>                                                                           <C>            <C>

                                                    AMERITOR SECURITY TRUST FUND
                                                      Portfolio of Investments
                                                            June 30, 2000

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                            Value
                                                                                                           Shares          (Note 1)
------------------------------------------------------------------------------------------------------------------------------------

COMMON STOCK - 100.00%

Networking Products - 7.18%
     Cisco Systems, Inc. (a) .....................................................................         5,000          $  317,812
     Network Appliance, Inc. (a) .................................................................           700              56,350
     Oracle Corp. (a) ............................................................................         1,000              84,063
                                                                                                                          ----------
                           Total Networking Products .............................................                           458,225
                                                                                                                          ----------

Pharmaceuticals - 3.16%
     MedImmune, Inc. (a) .........................................................................         1,100              81,400
     Pfizer, Inc. ................................................................................         2,500             120,000
                                                                                                                          ----------
                           Total Pharmaceuticals .................................................                           201,400
                                                                                                                          ----------

Retail - 1.94%
     Wal-Mart Stores, Inc. .......................................................................         2,150             123,894
                                                                                                                          ----------
                           Total Retail ..........................................................                           123,894
                                                                                                                          ----------

Semiconductor Equipment - 2.71%
     Applied Materials, Inc. (a) .................................................................         1,300             117,812
     Vitesse Semiconductor Corp. (a) .............................................................           750              55,172
                                                                                                                          ----------
                           Total Semiconductor Equipment .........................................                           172,984
                                                                                                                          ----------

Telecommunciations - 11.36%
     Quest Communications Corp. (a) ..............................................................           500              24,844
     Verizon Communications ......................................................................           580              46,336
     WorldCom, Inc. (a) ..........................................................................        14,250             653,719
                                                                                                                          ----------
                           Total Telecommunications ..............................................                           724,899
                                                                                                                          ----------

Telecommunications Equipment - 10.84%
     Advanced Fibre Communications, Inc. (a) .....................................................         1,100              49,844
     Comverse Technology, Inc. (a) ...............................................................           675              62,775
     Lucent Technologies, Inc. ...................................................................           561              33,239
     Nokia Corp. .................................................................................         1,200              59,925
     Nortel Networks Corp. .......................................................................         1,770             120,803
     QUALCOMM, Inc. (a) ..........................................................................         3,920             235,200
     Tellabs, Inc. (a) ...........................................................................         1,900             130,031
                                                                                                                          ----------
                           Total Telecommunciations Equipment ....................................                           691,817
                                                                                                                          ----------

Transportations Services - 0.71%
     FedEx Corp. (a) .............................................................................         1,200              45,600
                                                                                                                          ----------
                           Total Transportation Services .........................................                            45,600
                                                                                                                          ----------

Wireless Equipment - 3.66%
     Motorola, Inc. ..............................................................................         3,400              99,025
     Powerwave Technologies, Inc. (a) ............................................................         1,330              58,520
     RF Micro Devices, Inc. (a) ..................................................................           870              76,234
                                                                                                                          ----------
                           Total Wireless Equipment ..............................................                           233,779
                                                                                                                          ----------
Total Portfolio of Investments (Cost $5,486,040) .................................................                        $6,381,317
                                                                                                                          ==========

(a)  Non-income producing security.



          The accompanying notes are an integral part of the financial statements.

</TABLE>
<PAGE>
<TABLE>
<S>          <C>        <C>                                                                                           <C>

                                                       AMERITOR SECURITY TRUST

                                                 Statement of Assets and Liabilities
                                                            June 30, 2000

Assets:
              Investments at value (Cost $5,486,040) (Note 1) .............................................            $  6,381,317
              Cash ........................................................................................                  12,914
              Receivable - securities sold ................................................................               4,960,411
              Dividends receivable ........................................................................                     480
              Interest receivable .........................................................................                     476
                                                                                                                       ------------
                          Total Assets ....................................................................              11,355,598
                                                                                                                       ------------

Liabilities:
              Accounts payable and accrued expenses .......................................................                   7,526
              Investment advisory and service fees payable (Note 4) .......................................                   7,081
              Payable - securities purchased ..............................................................               5,149,552
              Payable for trust shares redeemed ...........................................................                   6,215
                                                                                                                       ------------
                          Total Liabilities ...............................................................               5,170,374
                                                                                                                       ------------

Net Assets ................................................................................................            $  6,185,224
                                                                                                                       ============

Net assets consist of:
              Accumulated net investment loss .............................................................            $ (6,243,600)
              Unrealized appreciation of investments ......................................................                 895,277
              Accumulated net realized gains from security transactions ...................................               4,361,121
              Paid-in capital .............................................................................               7,172,426
                                                                                                                       ------------
                                                                                                                          6,185,224
                                                                                                                       ============

Net asset value, offering price and redemption price per share
      ($6,185,224 divided by 3,607,515 shares of no par value trust shares) ...............................            $       1.71
                                                                                                                       ============


                              The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
<S>          <C>         <C>                                                                        <C>               <C>

                                                       AMERITOR SECURITY TRUST
                                                       Statement of Operations
                                                  For the year ended June 30, 2000

Investment Income:
              Dividends ......................................................................       $    16,157
              Interest .......................................................................             2,607
                                                                                                     -----------
                          Total Income .......................................................                          $    18,764
                                                                                                                        -----------


Expenses:
              Salaries and employee benefits (Note 4) ........................................           143,604
              Investment advisory fee (Note 4) ...............................................            57,658
              Professional fees ..............................................................            76,843
              Shareholder servicing fee (Note 4) .............................................            23,910
              Rent ...........................................................................            32,248
              Custodian fees .................................................................             2,924
              Computer services ..............................................................            25,584
              Reports to shareholders ........................................................            18,961
              Trustees' fees and expenses (Note 4) ...........................................             9,774
              Miscellaneous ..................................................................             8,085
                                                                                                     -----------
                          Total expenses .....................................................                              399,591
                                                                                                                        -----------

                          Net investment loss ................................................                             (380,827)
                                                                                                                        -----------

Realized and Unrealized Gain/(Loss) on Investments (Notes 1 and 3):
              Net realized gain from investment transactions .................................                            4,251,452
              Change in unrealized appreciation of investments ...............................                           (2,522,882)
                                                                                                                        -----------
              Net gain on investments ........................................................                            1,728,570
                                                                                                                        -----------
              Net increase in net assets resulting from operations ...........................                          $ 1,347,743
                                                                                                                        ===========


                              The accompanying notes are an integral part of the financial statements.


</TABLE>
<PAGE>
<TABLE>
<S>            <C>                                                                               <C>                 <C>

                                                      Ameritor Sercurity Trust
                                                 Statements of Changes in Net Assets



------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 For the year          For the year
                                                                                                ended June 30,        ended June 30,
                                                                                                     2000                  1999
------------------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets from operations:
              Net investment loss ....................................................           $  (380,827)           $  (309,465)
              Net realized gain from investment transactions .........................             4,251,452                109,570
              Change in unrealized appreciation
                  of investments .....................................................            (2,522,882)             1,934,937
                                                                                                 -----------            -----------
              Net increase in net assets resulting
                   from operations ...................................................             1,347,743              1,735,042

Decrease in net assets from trust share transactions (Note 2) ........................              (331,658)              (469,200)
                                                                                                 -----------            -----------
              Increase in net assets .................................................             1,016,085              1,265,842

Net assets at beginning of period ....................................................             5,169,139              3,903,297
                                                                                                 -----------            -----------


Net assets at end of period, including accumulated
       net investment loss of $6,243,600 and $5,862,773 ..............................           $ 6,185,224            $ 5,169,139
                                                                                                 ===========            ===========



                              The accompanying notes are an integral part of the financial statements.


</TABLE>
<PAGE>
<TABLE>
<S> <C>                                                   <C>              <C>            <C>             <C>             <C>

                                                       Ameritor Security Trust
                                                        Financial Highlights


                                                                                    For the years ended
                                                                                          June 30
                                                           -----------------------------------------------------------------------
                                                            2000            1999            1998            1997            1996
                                                           -------         -------         -------         -------         -------
Per Share  Operating Performance:
    Net asset value, beginning of
        period .....................................         $1.35           $0.93           $0.76           $0.70           $0.73
                                                           -------         -------         -------         -------         -------
    Net investment income (loss) ...................         (0.19)          (0.22)          (0.09)          (0.11)          (0.17)

    Net Realized and unrealized gain
    (loss) on investments ..........................          0.55            0.64            0.26            0.17            0.14
                                                           -------         -------         -------         -------         -------
    Total from Investment operations ...............          0.36            0.42            0.17            0.06           (0.03)

                                                           -------         -------         -------         -------         -------
Net asset value, end of period .....................         $1.71           $1.35           $0.93           $0.76           $0.70
                                                           =======         =======         =======         =======         =======

Ratio/Supplemental Data:
     Total Return ..................................         26.67 %         46.33 %         21.40 %          8.89 %         (4.38)%
     Ratio of expenses to avg. net assets ..........          6.93 %          7.24 %          9.85 %         12.42 %          8.14 %
     Ratio of net investment income(loss)
         to average net assets .....................         (6.61)%         (6.76)%         (8.95)%        (11.82)%         (7.48)%
     Portfolio turnover ............................            91 %             0 %            48 %           193 %           231 %
     Net Assets, end of period (000's) .............       $ 6,185         $ 5,169         $ 3,903         $ 4,397         $ 4,581



                              The accompanying notes are an integral part of the financial statements.




</TABLE>
<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                       Ameritor Security Trust
                                                        Financial Highlights

                                         For the period
                                         October 1, 1994                             For the years ended
                                         through June 30                                September 30,
                                         ---------------  ------------------------------------------------------------------------
                                              1995*        1994         1993         1992         1991         1990         1989
                                             -------      -------      -------      -------      -------      -------      -------

Per Share  Operating Performance:
    Net asset value, beginning of
        period ..........................      $0.72        $0.87        $0.64        $0.67        $0.57        $0.84        $0.60
                                             -------      -------      -------      -------      -------      -------      -------
    Net investment income (loss) ........      (0.03)       (0.08)       (0.05)       (0.05)       (0.02)       (0.03)       (0.03)

    Net Realized and unrealized gain
    (loss) on investments ...............       0.04        (0.07)        0.28         0.02         0.12        (0.24)        0.27
                                             -------      -------      -------      -------      -------      -------      -------
    Total from Investment operations ....       0.01        (0.15)        0.23        (0.03)        0.10        (0.27)        0.24

                                             -------      -------      -------      -------      -------      -------      -------
Net asset value, end of period ..........      $0.73        $0.72        $0.87        $0.64        $0.67        $0.57        $0.84
                                             =======      =======      =======      =======      =======      =======      =======

Ratio/Supplemental Data:
     Total Return .......................       1.85 %**   (17.24)%      35.94 %      (4.47)%      17.51 %     (32.27)%      47.50 %
     Ratio of expenses to avg. net assets       8.17 %**     7.76 %       5.79 %       6.92 %       7.16 %       6.08 %       6.65 %
     Ratio of net investment income(loss)
         to average net assets ..........      (7.23)%**     6.09)%      (4.63)%      (5.14)%      (3.29)%      (4.54)%      (0.24)%
     Portfolio turnover .................        505 %**      241 %        300 %        301 %        267 %         87 %        208 %
     Net Assets, end of period (000's) ..    $ 5,735      $ 6,307      $ 8,844      $ 7,254      $ 8,539      $ 8,392      $16,035



*  Fund's fiscal year-end was changed to June 30.
** Annualized


                              The accompanying notes are an integral part of the financial statements.


</TABLE>
<PAGE>




Performance Graph

      The following  graph provides a comparison of the change in the value of a
$10,000  investment  in the Fund and same  investment in the S & P 500 Index for
each fiscal year from July 1,1990 to June 30, 2000.


          Total Return vs S & P 500 Index
          -------------------------------

--------------------------------------------------
                     Ameritor           S & P 500
                  Security Trust          Index
--------------------------------------------------

06/30/90            $10,000.00         $10,000.00
06/30/91             $7,250.00         $10,735.00
06/30/92             $7,875.00         $12,175.00
06/30/93            $10,125.00         $13,833.00
06/30/94             $8,500.00         $14,025.00
06/30/95             $9,125.00         $17,680.00
06/30/96             $8,750.00         $22,262.00
06/30/97             $9,624.00         $29,991.00
06/30/98            $11,499.00         $39,027.00
06/30/99            $16,874.00         $47,913.00
06/30/00            $21,374.00         $51,383.00


AVERAGE ANNUAL TOTAL RETURN

1 Year      5 Year     10 Year
26.67%      18.56%      7.89%


*  Past performance is not predictive of future performance.
** S & P 500 Index is adjusted to reflect the reinvestment of dividends.


<PAGE>



                             AMERITOR SECURITY TRUST

Notes to Financial Statements

1. Organization and significant accounting policies
         Ameritor  Security Fund, (the Fund), is registered under the Investment
Company  act of 1940,  as amended,  as a  non-diversified,  open-end  investment
company.
         In preparing financial statements in conformity with generally accepted
accounting  principles,  management  makes estimates and assumptions that affect
the  reported  amounts of assets and  liabilities  at the date of the  financial
statements,  as well as the reported amounts of revenues and expenses during the
reporting  period.  Actual  results  could  differ  from  those  estimates.  The
following is a summary of significant  accounting policies consistently followed
by the Fund in the preparation of its financial statements.

Security valuation
         Investments in securities traded on a national  securities exchange are
valued at the last reported sales price on its principal  exchange.  Investments
for which no sale was  reported on that date are valued at the mean  between the
latest bid and asked prices.

Security transactions and investment income
         Security  transactions  are recorded on the trade date.  Realized gains
and losses from security  transactions are reported on an identified cost basis.
Dividend  income is  recorded  on the  ex-dividend  date.  Interest  income  and
expenses are recorded on the accrual basis.

Income taxes
         The Fund is subject to income  taxes in years when it does not  qualify
as a regulated  investment  company under  subchapter M of the Internal  Revenue
Code.  The Fund  accounts for income taxes using the liability  method,  whereby
deferred  tax assets  and  liabilities  arise  from the tax effect of  temporary
differences  between  the  financial  statement  and tax  bases  of  assets  and
liabilities,  measured using  presently  enacted tax rates. If it is more likely
than not that some  portion or all of a deferred tax asset will not be realized,
a valuation allowance is recognized.




<PAGE>



                             AMERITOR SECURITY TRUST



2.Trust shares
         The Trust  Indenture  does not  specify a limit to the number of shares
which may be issued. Transactions in trust shares were as follows:


                                        For the year ended June 30,

                                   2000                          1999
                                   ----                          ----

                            Shares      Amount            Shares      Amount

Shares sold............      5,771    $   8,297           - 0 -     $  - 0 -
Shares redeemed........   (215,006)    (339,955)        (400,386)    (469,200)
                           -------      -------          -------      -------
Net decrease...........   (209,235)   $(331,658)        (400,386)   $(469,200)
                           =======      =======          =======      =======


Shares outstanding:
Beginning of period....  3,816,750                     4,217,136
                         ---------                     ---------
End of period..........  3,607,515                     3,816,750
                         =========                     =========

3. Purchase and sales of securities

During  the year  ended  June 30,  2000  purchases  and  proceeds  from sales of
investment  securities  were  $5,149,554  and  $5,650,624,   respectively.   Net
unrealized  appreciation of investments  aggregated  $895,277,  which relates to
gross unrealized  appreciation  and gross unrealized  depreciation of $1,060,621
and $165,344, repectively..

4. Investment advisory and transactions with affiliates

The investment advisory agreement with Ameritor Financial  Corporation  ("AFC"),
an  affiliate,  provides for a fee based on 1% of the first  $35,000,000  of the
average daily net assets of the Fund, 7/8 of 1% on the next  $35,000,000 and 3/4
of 1% on all sums in excess thereof. In addition to the investment advisory fee,
AFC  received  fees from the Fund for the  performance  of  delegated  services.
(dividend  disbursing  agent  and  transfer  agent)  as  defined  in  the  Trust
Indenture,  as amended.  The fee for such  services was computed on the basis of
the number of  shareholder  accounts  calculated  as of the last business day of
each month at $1.35 per account. AFC also received  reimbursements from the Fund
for the salaries and benefits of its employees who perform  functions other than
investment advisory and shareholder service functions for the Fund, for rent and
for computer programming services. Certain officers and trustees of the Fund are
"affiliated  persons"  othe  Investment  Adviser,  as defined by the  Investment
Company Act of 1940.

5. Federal income taxes

In the  fiscal  year  ended  June 30,  2000,  the  Fund  did not meet the  asset
diversification requirements applicable to regulated investment companies. Thus,
the Fund did not qualify as a regulated investment company under Subchapter M of



<PAGE>



                             AMERITOR SECURITY TRUST

the Internal Revenue Code. However, the Fund had a net investment loss in fiscal
year ended June 30, 2000,  therefore no income tax provision is required. A full
valuation allowance was provided for deferred tax assets, totaling approximately
$375,000 at June 30,  2000,  which arise  principally  from net  operating  loss
carryforwards available for income tax purposes.

For  income  tax  purposes,  the  fund  has  net  operating  loss  carryforwards
approximating  $1,103,400  which are  available to offset  future net  operating
income  in  non-qualifying  years,  if any,  which  expire  as  follows:  (2011)
$346,400; (2012) $543,000; and (2014) $214,000.





<PAGE>

                                     PART C
                                OTHER INFORMATION

ITEM 23.  EXHIBITS

      Exhibit        Description
      -------        -----------

        (a)          Amended and Restated Trust Indenture of Ameritor Security
                     Trust (1)

        (c)          Specimen share certificate (1)

        (d)          Ameritor Security Trust Amended and Restated Investment
                     Advisory Agreement (1)

        (g)          Custodian agreement and depository contract with Crestar
                     Bank N.A. (1)

        (i)          Opinion of Manatt, Phelps & Phillips, LLP as to the
                     legality of the securities being registered (1)

        (n)          Financial Data Schedule (2)

      (x)(i)         Power of Attorney of John T. Hayward (3)

      (x)(ii)        Power of Attorney of Paul A. Bowers (3)

     (x)(iii)        Power of Attorney of Paul F. Wagner (3)

      (x)(iv)        Power of Attorney of W. Mark Crain (3)

      (x)(v)         Power of Attorney of Richard O. Haase (3)

      (x)(vi)        Power of Attorney of Carole S. Kinney (3)

     (x)(vii)        Power of Attorney of John T. Turner (3)

     (x)(viii)       Power of Attorney of Richard P. Ellison (3)

      (y)(i)         Consent of Reznick Fedder & Silverman, P.C. (4)

     (y)(ii)         Consent of Manatt, Phelps & Phillips, LLP (4)

     (y)(iii)        Consent of Beth Anne Roth, LLC (5)

     (y)(iv)         Consent of Tait, Weller & Baker (5)

____________________

(1) Incorporated by reference to the Exhibits to the  Registration  Statement on
    Form N-14 originally filed with the SEC on January 1, 1997 (SEC File Number:
    333-20889).
(2) Contained in electronically filed version only.
(3) Incorporated  by  reference  to the  signature  page  of the  Post-effective
    Amendment  No 15 to the  Registration  Statement on Form N-1A filed with the
    SEC on June 30, 1999.
(4) Incorporated herein by reference to Registrant's  Registration  Statement on
    Form N-1A filed on November 16, 1999 (File No. 333-20889).
(5) Incorporated

<PAGE>


ITEM 24.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND

         None.

ITEM 25.  INDEMNIFICATION

         Not applicable.

Section 5.3 of the Amended  Restated Trust Indenture of Ameritor  Security Trust
and Declaration of Trust (the "Trust  Agreement"),  provides that the Fund shall
indemnify  each of its  trustees,  advisors,  officers,  employees,  and  agents
(including  any  person who  serves at the  request  of the Fund as a  director,
officer,  partner, trustee or the like of another organization in which the Fund
has  any  interest  as  a  shareholder,   creditor  or  otherwise)  against  all
liabilities and expenses,  including  amounts paid in satisfaction of judgments,
in compromise, as fines or penalties and as counsel fees, reasonably incurred by
such person in connection with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, in which the person may be involved
or with  which the  person  may be  threatened,  while  acting  as a trustee  or
advisor, or as an officer,  employee,  or agent of the Fund or the trustees,  or
thereafter,  by reason of the person  being or having  been a trustee,  advisor,
officer, employee or agent. However, indemnification shall not be available with
respect to any matter as to which such person has been adjudicated to have acted
in bad faith or with willful  misconduct or reckless  disregard of such person's
duties or gross  negligence or not to have acted in good faith in the reasonable
belief that such  person's  action was in the best  interest of the Fund. If the
matter is disposed of by a compromise  payment,  pursuant to a consent decree or
otherwise,  no indemnification either for said payment or for any other expenses
shall be provided unless such compromise shall have been approved as in the best
interests  of the Fund by a majority of the  disinterested  trustees or the Fund
has received a written  opinion of independent  legal counsel to the effect that
the  person  to be  indemnified  appears  to have  acted  in good  faith  in the
reasonable  belief that such  person's  action was in the best  interests of the
fund. A provision of this section of the Trust  Agreement also provides that the
Trust Agreement is not the sole means of  indemnification  and that the Fund may
indemnify persons as provided by applicable law.

The  District  of Columbia  Code does not  contain a  provision  relating to the
indemnification of trustees, officers, employees, or agents of a trust. However,
under general  common law trust  principles,  a trustee is normally  entitled to
reimbursement from the trust for all necessary and reasonable  expenditures made
in the execution of the trust if the trustee acted in good faith for the benefit
of the trust. However, under common law trust principles,  property of the trust
cannot be used to reimburse  the trustee for losses or expenses  incurred by the
trustee, unless the trustee has exercised good faith and common prudence.

ITEM 26.  BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISOR

         Not Applicable

ITEM 27.  PRINCIPAL UNDERWRITERS

         Not Applicable. The Fund does not have a principal underwriter.

ITEM 28.  LOCATION OF ACCOUNTS AND RECORDS

Each account, book, or other document required to be maintained by Section 31(a)
of the Investment Company Act of 1940, as amended, is maintained by the Ameritor
Financial Corporation at 4400 MacArthur Blvd, #301, Washington D.C. 20007-2521.


<PAGE>

ITEM 29.  MANAGEMENT SERVICES

Not applicable.  There are no management-related  service contracts to which the
Fund or the investment advisor are a party.

ITEM 30.  UNDERTAKINGS

         None.

<PAGE>
                                   SIGNATURES


Pursuant  to  the  requirements  of  the  Securities  Act of  1933,  as  amended
("Securities  Act"),  and the  Investment  Company Act of 1940, as amended,  the
Registrant  certifies that it meets all of the requirements for effectiveness of
this  registration  statement under Rule 485(b) under the Securities Act and has
duly caused this Post-Effective  Amendment No. 17 to its Registration  Statement
to be signed on its behalf by the undersigned,  thereto duly authorized,  in the
District of Columbia,  on this 1st day of  November 1, 2000.


AMERITOR SECURITY TRUST


By: /s/ Carole S. Kinney
   ______________________________
       Carole S. Kinney
       President, Trustee


Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Post-Effective  Amendment No. 17 to the  Registration  Statement has been signed
below by the following persons in the capacities and on the date indicated.


                              *                                   Trustee
_____________________________________________________________
W. MARK CRAIN                              Date


                              *                                   Trustee
_____________________________________________________________
RICHARD P. ELLISON                         Date


                              *                                   Trustee
_____________________________________________________________
RICHARD O. HAASE                           Date


                              *                                   Trustee
_____________________________________________________________
JOHN T. TURNER                             Date


/s/ Carole S. Kinney                  November 1, 2000
_____________________________________________________________     Trustee
CAROL S. KINNEY                            Date


* By:  /s/ Carole S. Kinney                              Dated: November 1, 2000
      _________________________________________________
        Carole S. Kinney
        Attorney-in-Fact



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