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Ameristock ETF Trust, et al. · N-1A/A · On 6/11/07

Filed On 6/11/07 5:18pm ET   ·   SEC Files 333-136721, 811-21941   ·   Accession Number 1144204-7-31302

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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 6/11/07  Ameristock ETF Trust              N-1A/A                11:247                                    Vintage Filings LLC/FA
          Ameristock ETF Trust

Pre-Effective Amendment to Registration Statement of an Open-End Management Investment Company   ·   Form N-1A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-1A/A      Pre-Effective Amendment to Registration Statement   HTML    495K 
                          of an Open-End Management Investment                   
                          Company                                                
 2: EX-99.A(2)  Miscellaneous Exhibit                               HTML     13K 
 3: EX-99.E(1)  Miscellaneous Exhibit                               HTML     61K 
 4: EX-99.E(2)  Miscellaneous Exhibit                               HTML    119K 
 5: EX-99.G     Miscellaneous Exhibit                               HTML    170K 
 6: EX-99.H(1)  Miscellaneous Exhibit                               HTML    148K 
 7: EX-99.I     Miscellaneous Exhibit                               HTML     11K 
 8: EX-99.J     Miscellaneous Exhibit                               HTML      7K 
 9: EX-99.L     Miscellaneous Exhibit                               HTML     11K 
10: EX-99.P(1)  Miscellaneous Exhibit                               HTML     88K 
11: EX-99.P(2)  Miscellaneous Exhibit                               HTML     90K 


N-1A/A   ·   Pre-Effective Amendment to Registration Statement of an Open-End Management Investment Company


This is an EDGAR HTML document rendered as filed.  [ Alternative Formats ]


 

As filed with the Securities and Exchange Commission on June 11, 2007
File Nos. 333-136721 and 811-21941

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM N-1A
REGISTRATION STATEMENT 
     
UNDER
THE SECURITIES ACT OF 1933
 
 
Pre-Effective Amendment No. 2
 
x
   
and/or
 
 
   
REGISTRATION STATEMENT
 
 
UNDER
THE INVESTMENT COMPANY ACT OF 1940
 
 
Amendment No. 2
 
x
     
(Check appropriate box or boxes)
 
 
 
Ameristock ETF Trust
(Exact Name of Registrant as Specified in Charter)
 
1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502
(Address of Principal Executive Office)(Zip Code)
 
Registrant’s Telephone Number, including Area Code: (510) 522-3336
 
Nicholas D. Gerber, 1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502
(Name and Address of Agent for Service)  

With Copy to:

 W. Thomas Conner, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, DC  20004-2415

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), shall determine.
 
 
 
 
 
1

 
 

       
 
Ameristock ETF Trust

The Ameristock ETF Trust (the “Trust”) consists of a number of separate investment portfolios called “Funds.” Each Fund described in this Prospectus seeks investment results, before fees and expenses, that correspond generally to the price and yield performance of a particular U.S. Treasury securities index owned and compiled by Ryan Holdings LLC and Ryan ALM, Inc. (collectively, the “Index Provider”). This Prospectus relates to the following five Funds:
 
Ameristock/Ryan 1 Year Treasury ETF
 
Ameristock/Ryan 2 Year Treasury ETF
 
Ameristock/Ryan 5 Year Treasury ETF
 
Ameristock/Ryan 10 Year Treasury ETF
 
Ameristock/Ryan 20 Year Treasury ETF
 
The Ameristock Corporation (the “Adviser”) is the investment adviser to each Fund.

The Trust is a registered investment company. The shares of the Trust are listed and traded at market prices on the American Stock Exchange. Market prices for a Fund’s shares may be different from its net asset value per share. Each Fund has its own CUSIP number and exchange-trading symbol.
 
Each Fund issues and redeems shares at net asset value only in blocks of 100,000 shares or multiples thereof (“Creation Units”). These transactions are usually in exchange for a basket of securities and an amount of cash. As a practical matter, only institutions or large investors purchase or redeem Creation Units.
 
Except when aggregated in Creation Units, shares of each Fund are not redeemable securities.
 
The Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
 
The information in this Prospectus is not complete and may be changed. No Fund may sell its shares until the registration statement filed with the SEC is effective. This Prospectus is not an offer to sell Fund shares and it is not soliciting an offer to buy Fund shares in any state where the offer or sale is not permitted.

Prospectus dated ______ 2007
 

 
 
 
 
2

 
 
 
TABLE OF CONTENTS
 
  
 
 
Page  
 
Overview
 
 
4
 
Introduction
 
 
4
 
Investment Objective
 
 
4
 
Principal Investment Strategies
 
 
4
 
Correlation
 
 
5
 
Principal Risk Factors Common to All Funds
 
 
5
 
Portfolio Holdings Information
 
 
7
 
Description of the Ameristock/Ryan Treasury ETFs
 
 
8
 
Ameristock/Ryan 1 Year Treasury ETF
 
 
9
 
Ameristock/Ryan 2 Year Treasury ETF
 
 
12
 
Ameristock/Ryan 5 Year Treasury ETF
 
 
15
 
Ameristock/Ryan 10 Year Treasury ETF
 
 
18
 
Ameristock/Ryan 20 Year Treasury ETF
 
 
21
 
Portfolio Turnover
 
 
24
 
Management
 
 
24
 
Investment Adviser
 
 
24
 
Portfolio Managers
 
 
24
 
Consulting Agreement
 
 
25
 
Administrator, Custodian and Transfer Agent
 
 
25
 
Shareholder Information
 
 
25
 
Buying and Selling Shares
 
 
25
 
Book Entry
 
 
26
 
Share Prices
 
 
26
 
Determination of Net Asset Value
 
 
27
 
Dividends and Distributions
 
 
27
 
Taxes
 
 
27
 
Taxes on Distributions
 
 
27
 
Taxes when Shares are Sold
 
 
28
 
Creations and Redemptions
 
 
28
 
Transaction Fees
 
 
29
 
Distribution
 
 
29
 
Index Provider
 
 
30
 
Disclaimers
 
 
30
 

 
 
 
 
3

 
 
 
Overview
 
Introduction
 
This Prospectus provides the information you need to make an informed decision about investing in the Trust. It contains important facts about the Trust as a whole and each Fund in particular.
 
Each Fund is an “index fund” that seeks investment results, before fees and expenses, that correspond generally to the price and yield performance of a particular index (its “Underlying Index”). An index is a measure of securities price changes or returns, with the securities in the index (and their weightings) selected by an index provider as representative of a market, market segment or specific industry sector. The index provider publishes information regarding the value of and changes in the index.

The Index Provider does not provide advice regarding whether specific securities or instruments should be purchased by any Fund.     This advice is provided by the Adviser. The Adviser is not affiliated with the Index Provider for the Funds.
 
The Principal Investment Strategies and the Principal Risk Factors Common to All Funds sections discuss the principal strategies and risks applicable to the Funds generally, while the Description of the Ameristock/Ryan Treasury Funds section provides important information about each Fund, including a brief description of each Fund’s Underlying Index and principal risks specific to that Fund.

The shares of the Trust are listed and traded at market prices on the American Stock Exchange. Market prices for a Fund’s shares may be different from its net asset value per share. Each Fund has its own CUSIP number and exchange-trading symbol.
 
Each Fund issues and redeems shares at net asset value only in blocks of 100,000 shares or multiples thereof (“Creation Units”). These transactions are usually in exchange for a basket of securities and an amount of cash. As a practical matter, only institutions or large investors purchase or redeem Creation Units.
 
Investment Objective
 
Each Fund seeks investment results, before fees and expenses, that correspond generally to the price and yield performance of its Underlying Index.
 
Principal Investment Strategies
 
The Adviser seeks to match the average dollar-weighted duration of each Fund closely to the duration of its Underlying Index (plus or minus a certain number of months, as described below). Each Fund generally will invest at least 90% of its total assets in debt securities issued by the U.S. Treasury and backed by the full faith and credit of the U.S. Government (“Treasury Securities”). The assets of a Fund not invested in Treasury Securities (up to 10% of total assets) will be invested in   futures contracts, options and other derivative instruments, and cash and cash items, including repurchase agreements.

Each Fund seeks investment results that correspond to those of its Underlying Index. Unlike many investment companies, the Funds do not try to “beat” the markets they track and do not seek temporary defensive positions when markets decline or appear overvalued. This indexing strategy may eliminate some of the risks of active management, such as poor security selection, and may involve lower fees and expenses than active management.

Each Underlying Index is comprised of only one or two Treasury Securities at a given time. The components of the Underlying Indices change whenever there is a new public sale by the U.S. Government (referred to as an “auction”) of an Index's underlying Treasury Security (or Securities). This periodic transition to the most-recently auctioned Treasury bill, note, or bond of a stated maturity, which is referred to as the “on-the-run” or “OTR” security of that maturity, occurs on one day.
 
 
 
 
 
4

 
 
 
These characteristics of the Underlying Indices make it impractical for each Fund to invest exclusively in the component securities of its Underlying Index. First, if a Fund were to invest only in the OTR Treasury Security (or Securities) in the Underlying Index, it would be required to sell all or a substantial portion of its portfolio securities and purchase new securities on each day that the component securities of the Underlying Index changed. These transactions would result in high transaction costs for the Funds. In addition, in light of demand for OTR Treasury Securities, the OTR Treasury tends to trade "special" or at a lower yield/higher price than off-the-run Treasury Securities of similar maturities. Therefore, in addition to OTR Treasury Securities, the Fund will also invest in or hold off-the-run Treasury Securities that the Adviser believes will help the Fund track its Underlying Index. These off-the-run securities will include Treasury Securities that were on-the-run when purchased but are now off-the-run because of a subsequent auction, and Treasury Securities that had longer maturities when initially issued but whose remaining maturities make them appropriate for investment by a particular Fund.

Unlike a more typical index, the Underlying Indices are made up of one or two securities at a given time, not a substantial number of securities. However, the price of the OTR Treasury Security of a given maturity serves as a commonly-used indicator of changes in the U.S. Government securities market (and, to a certain degree, changes in the market for other fixed income securities). Therefore, the Adviser believes that attempting to track the performance of the Underlying Indices is an appropriate strategy for investors wishing to gain exposure to U.S. Government securities of a given maturity range.

The Funds use “duration” rather than maturity as a measure of how much the Fund’s net asset value is likely to change as a result of a change in interest rates, and the Adviser attempts to match the average weighted duration of a Fund closely with that of its Underlying Index. Duration is generally superior to average weighted maturity, which takes into account only the stated maturity dates of the Fund's holdings, as a measure of this volatility, because duration takes into account the timing of the cash flows ( i.e. , interest and principal payments) from the bonds held by a Fund.

Each Fund may invest in futures contracts, options and other derivatives instruments only in furtherance of the objective of seeking results, before fees and expenses, that correspond generally to the total return of that Fund’s Underlying Index, and not for speculative purposes. These instruments will be used primarily as a means to gain exposure to a Fund’s Underlying Index with respect to cash that the Fund is otherwise unable to invest directly in Treasury Securities on a cost-effective basis ( e.g. , cash that remains after the Fund has acquired appropriate Treasury Securities in the principal amounts in which they are normally traded). In this way, the Adviser will attempt to minimize the amount of Fund assets held in cash or cash items. Derivative instruments may also be used to adjust the average duration for a Fund so that it more closely approximates the duration of its Underlying Index, to facilitate trading or to reduce transaction costs.
 
Correlation
 
An index is a theoretical financial calculation, while a Fund is an actual investment portfolio. The performance of a Fund and its Underlying Index will vary somewhat due to transaction costs, market impact and timing variances.
 
The Adviser expects that, over extended periods, the correlation between each Fund’s performance before fees and expenses and that of its Underlying Index will be 95% or better. A correlation of 100% would indicate perfect correlation, while a correlation of 0% would indicate no relationship between the performance of a Fund and its Underlying Index. The Adviser also expects that the performance of each Fund will have an annual tracking error of less than 5% relative to its Underlying Index.

Because each Fund does not invest exclusively in the securities making up its Underlying Index, its correlation may be lower than and its tracking error may be greater than a fund that does invest exclusively in securities in its index.

 
Principal Risk Factors Common to All Funds
 
Each Fund is subject to the principal risks described below. Additional principal risks associated with a Fund are discussed under the description of that Fund in the Description of the Ameristock/Ryan Treasury Funds section. Some or all of these risks may adversely affect a Fund’s net asset value, trading price, yield, total return and/or its ability to meet its objectives.

 
 
 
 
5

 
 
 
Market Risk
 
Each Fund’s net asset value and share price will react to movements in the Treasury Securities market. You could lose money over short periods due to such market movements, and over longer periods during market downturns.
 
Asset Class Risk
 
Treasury Securities may underperform as compared to other bonds or to different asset classes, such as stocks. Different types of bonds tend to go through cycles of out-performance and underperformance in comparison to the general securities markets. Because Treasury Securities generally involve less risk than other bonds, they will generally pay lower interest rates than other bonds. The amount of this interest rate differential will vary over time.
 
Interest Rate Risk
 
As interest rates rise, the value of fixed income securities held by a Fund are likely to decrease. Securities with longer durations tend to be more sensitive to interest rate changes, usually making them more volatile than securities with shorter durations. To the extent a Fund invests a substantial portion of its assets in Treasury Securities with longer-term durations, rising interest rates may cause the value of the Fund’s investments to decline significantly.

Inflation Risk

Interest rates tend to rise, and the value of bonds held by a Fund will tend to fall, during periods of rising inflation. Furthermore, higher rates of inflation may result in the return on a Fund’s securities being lower than the inflation rate, meaning that an investor in the Fund could lose purchasing power even if the nominal value of the Fund shares owned by the investor increases.

Credit Risk
 
This is the chance that any of the Fund’s holdings will have their credit ratings downgraded or will default (fail to make scheduled interest or principal payments), potentially reducing a Fund’s income level and share price. Treasury Securities have virtually no credit risk.
 
Passive Investments
 
The Funds are not actively managed. As noted above, each Fund will be affected by a general decline in the Treasury Securities market. The Adviser does not attempt to outperform a Fund’s Underlying Index, and does not attempt to take defensive positions when the Treasury Securities market is declining or when the Adviser expects it to decline.
  
Tracking Error Risk
 
Imperfect correlation between a Fund’s securities and those in its Underlying Index, rounding of prices, changes to the Underlying Indices and regulatory policies may cause tracking error, where a Fund’s performance does not match the performance of its Underlying Index. Differences between the performance of a Fund and its Underlying Index may also result because the Fund incurs fees and expenses while its Underlying Index does not incur such expenses.
 
 
 
 
 
6

 
 
 
Management Risk
 
Because each Fund does not exactly replicate its Underlying Index and may hold securities not included in its Underlying Index, a Fund is subject to management risk. This is the risk that the Adviser’s investment strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. Because the Underlying Indices differ from more typical securities indices in that they include only one or two securities at any given time, the managerial expertise and effort required of the Adviser in order to track each Fund’s Underlying Index differs from the expertise and effort required of the managers of more typical ETFs and indexed mutual funds. The Funds’ portfolio managers do not have experience managing ETFs similar to the Funds or in attempting to track the performance of the Underlying Indices.
 
Market Trading Risks
 
Absence of Prior Active Market
 
Although shares of the Funds described in this Prospectus are listed for trading on a national securities exchange, there can be no assurance that an active trading market for such shares will develop or be maintained. There can be no assurance that the requirements necessary to maintain the listing of the shares of any Fund will continue to be met or will remain unchanged.
 
Lack of Market Liquidity
 
Secondary market trading in Fund shares may be halted by a national securities exchange because of market conditions or for other reasons. In addition, trading in Fund shares is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules.
 
Shares of the Funds May Trade at Prices Other Than Net Asset Value
 
Shares of the Funds may trade at, above or below their net asset value or “NAV.” The per share net asset value of each Fund will fluctuate with changes in the market value of such Fund’s holdings. The trading prices of a Fund’s shares will reflect market supply and demand for such shares, and therefore may not track net asset value closely. However, given that shares can be created and redeemed at net asset value in large “Creation Unit” aggregations, the Adviser believes that large discounts or premiums in the trading prices of the Fund’s shares as compared to their net asset value should not occur (unlike shares of many closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their net asset values).
 
Lack of Governmental Insurance or Guarantee
 
An investment in a Fund is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
 
Portfolio Holdings Information
 
A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio securities is available in the Funds’ Statement of Additional Information (“SAI”).
 
 
 
 
7

 
 
 
Description of the Ameristock/Ryan Treasury ETFs
 
 
n
 
Ameristock/Ryan 1 Year Treasury ETF
 
n
 
Ameristock/Ryan 2 Year Treasury ETF
 
n
 
Ameristock/Ryan 5 Year Treasury ETF
 
n
 
Ameristock/Ryan 10 Year Treasury ETF
 
n
 
Ameristock/Ryan 20 Year Treasury ETF
 
 
 
 
 
 
8

 
 
 
Ameristock/Ryan 1 Year Treasury ETF
 
Cusip: 03077A 109  
Trading Symbol: GKA  
Underlying Index: Ryan Adjusted 1 Year Treasury Index.  
 
Investment Objective
 
The Ameristock/Ryan 1 Year Treasury ETF seeks results, before fees and expense, that correspond generally to the price and yield performance of a particular Treasury Securities index called the Ryan Adjusted 1 Year Treasury Index (the “Underlying Index”).
 
Principal Investment Strategy
 
The Fund will invest at least 90% of its total assets in Treasury Securities and up to 10% in the aggregate in futures contracts, options and other derivative instruments (based on the “notional” or face amount of such instruments). The Adviser attempts to match the average dollar-weighted duration of the Fund to within one month of the duration of the Underlying Index.

The Underlying Index is based on the return of a portfolio with a 2/3 weighting in the most recently auctioned 6 month U.S. Treasury bill and a 1/3 weighting in the most recently auctioned 2 year U.S. Treasury note. The Index Provider determines the composition of the Index in accordance with its rules and procedures (which may change from time to time), and publishes information regarding the composition, investment characteristics and return of the index.

Because the Underlying Index is comprised of only two securities, and those securities change each time an auction of the relevant Treasury Securities occurs, it is not practicable for the Fund to invest exclusively in the component securities of the Underlying Index. Instead, the Fund invests in a limited number of (fewer than ten) Treasury Securities with an average duration similar to that of the securities in the Underlying Index. These Treasury Securities may include the OTR Treasury Securities that are the component securities of the Underlying Index, off-the-run Treasury Securities that were on-the-run when purchased by the Fund but became off-the-run because of a subsequent auction, and Treasury Securities that, irrespective of their maturities when issued, have remaining maturities that make them appropriate for investment by the Fund.

The Fund’s portfolio holdings can be found at www.Ameristock.com. Fund fact sheets provide information regarding the Fund’s holdings and may be requested by calling 1-866-821-5592.

Principal Risks
 
Since the Fund generally will invest essentially all of its assets in Treasury Securities, the risks associated with investing in Treasury Securities and bonds in general will affect the Fund and the value of its assets. As described above, some of the risks associated with investing in the Fund include:
 
n
 
Prices of bonds, including Treasury Securities, may fall because of a rise in interest rates, issuer quality considerations and other economic considerations.
 
n
 
Prices of bonds may fall in response to economic events or trends. The longer a bond’s duration, the greater the risk that its value may fall in response to economic events or trends.
 
n
 
The bonds in the Underlying Index may underperform equity investments, bonds issued by private entities, and U.S. government securities of different durations.

Because the Fund generally invests in shorter-term Treasury Securities than the other Funds described in this Prospectus, it can be expected to be subject to less risk and share price fluctuation than such other Funds, although it may also generate lower returns. Assuming that the average duration of the Fund exactly matches the maximum duration of its Underlying Index, and that the values of the securities held by the Fund change only in response to interest rate changes, the Fund’s net asset value would be expected to decline by approximately 0.94% when market interest rates increase by 1%, and to increase by approximately 0.96% when market interest rates decline by 1%.

 
 
 
 
9

 
 
 
Performance Information
 
Performance information is not available because the Fund is new.

Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Most investors will buy and sell shares of the Fund through brokers, and will pay brokerage commissions to their broker when buying or selling shares. No such commissions are reflected in the table below, although the transactions fees paid by large investors when purchasing or redeeming Creation Units are.  
 
Shareholder Fees
(fees paid directly from an investment)
 
 
Creation Transaction Fee1
 
$1,000
Redemption Transaction Fee1
 
 $1,000
Annual Fund Operating Expenses
 
 
(expenses that are deducted from the Fund’s assets)2
 
 
Management Fees
 
0.15%
Distribution and Service (12b-1) Fees
 
None
Other Expenses3
 
0.03%
Total Annual Fund Operating Expenses
 
0.18%
Fee waiver and/or expense reimbursement4
 
0.03%
Net Annual Fund Operating Expenses
 
0.15%
  
 
1
 
Per day on which Creation Units are purchased or redeemed, regardless of the number of creation units. See the Transaction Fees section below.
       
 
2
 
Expressed as a percentage of average net assets on an annual basis.
 
 
3
 
Other Expenses are based on estimated amounts for the Fund’s current fiscal year. The Trust’s Investment Advisory Agreement provides that the Adviser will pay all operating expenses of the Trust, except interest expense and taxes (both expected to be de minimis ), independent trustee fees and expenses, any brokerage expenses, future distribution fees or expenses and extraordinary expenses.

 
4
 
The Adviser has agreed contractually to waive its management fees and/or make payments to limit Fund expenses in the amount of any independent trustee fees and expenses otherwise payable by the Fund, at least until June 30, 2008. As a result of such agreement, the Fund’s net expenses are expected to equal its management fee of 0.15%.
 
Examples
 
These Examples are intended to help you compare the cost of investing in shares of the Fund with the cost of investing in other funds.
 
The first Example assumes that you invest $10,000 in the Fund for the time periods indicated, while the second assumes a $2.5 million Creation Unit investment for the same time periods. Both examples assume that you sell all of your shares at the end of those periods. The Examples also assume that your investment has a 5% return each year and that the contractual waiver noted above remains in effect only until June 30, 2008, but that the Fund’s operating expenses otherwise remain the same. Although your actual costs may be higher or lower, based on the assumptions, your costs would be:

 
 
$10,000 Investment
 
 
1 Year
 
3 Years
$15
 
$55
 
$2,500,000 Investment
 
 
1 Year
 
3 Years
$5,839
 
$15,732

 
 
 
 
10

 
 
 
Creation Transaction Fees and Redemption Transaction Fees
 
The Fund issues and redeems shares at net asset value only in blocks of 100,000 shares or multiples of 100,000 shares. As a practical matter, only institutions or large investors purchase or redeem these Creation Units. The value of a Creation Unit as of _____, 2007, the date the Fund commenced operations, was $2,500,000. An investor who holds Creation Units will pay the annual fund operating expenses described in the table above, and an investor who wishes to redeem Creation Units at net asset value would also pay a standard transaction fee of $1,000 on the date of such redemption, regardless of the number of Creation Units redeemed that day. (See the Transaction Fees section below.) 

 
 
 
 
11

 
 
 
Ameristock/Ryan 2 Year Treasury ETF  
 
Cusip: 03077A 208  
Trading Symbol: GKB  
Underlying Index: Ryan 2 Year Treasury Index.  
 
Investment Objective
 
The Ameristock/Ryan 2 Year Treasury ETF seeks results, before fees and expenses, that correspond generally to the price and yield performance of a particular Treasury Securities index called the Ryan 2 Year Treasury Index (the “Index”).
 
Principal Investment Strategy
 
The Fund will invest at least 90% of its total assets in Treasury Securities and up to 10% in the aggregate in futures contracts, options and other derivative instruments (based on the “notional” or face amount of such instruments). The Adviser attempts to match the average dollar-weighted duration of the Fund to within two months of the duration of the Underlying Index.

The Underlying Index is based on the return of the most recently auctioned 2-year U.S. Treasury note. The Index Provider determines the composition of the Index in accordance with its rules and procedures (which may change from time to time), and publishes information regarding the composition, investment characteristics and return of the index.

Because the Underlying Index is comprised of only one security, and that security changes each time an auction of such security occurs, it is not practicable for the Fund to invest exclusively in the component securities of the Underlying Index. Instead, the Fund invests in a limited number of (fewer than ten) Treasury Securities with an average duration similar to the duration of the security in the Underlying Index. These Treasury Securities may include the OTR Treasury Security that is the component security of the Underlying Index, off-the-run Treasury Securities that were on-the-run when purchased by the Fund but became off-the-run because of a subsequent auction, and Treasury Securities that, irrespective of their maturities when issued, have remaining maturities that make them appropriate for investment by the Fund.
 
The Fund’s portfolio holdings can be found at www.Ameristock.com. Fund fact sheets provide information regarding the Fund’s holdings and may be requested by calling 1-866-821-5592.
 
Principal Risks
 
Since the Fund generally will invest essentially all of its assets in Treasury Securities, the risks associated with investing in Treasury Securities and bonds in general will affect the Fund and the value of its assets. As described above, some of the risks associated with investing in the Fund include:
 
n
 
Prices of bonds, including Treasury Securities, may fall because of a rise in interest rates, issuer quality considerations and other economic considerations.
 
n
 
Prices of bonds may fall in response to economic events or trends. The longer a bond’s duration, the greater the risk that its value may fall in response to economic events or trends.
 
n
 
The bond in the Underlying Index may underperform equity investments, bonds issued by private entities, and U.S. government securities of different durations.

Because the Fund invests in shorter-term Government Securities as compared to the other Funds described in this prospectus (except the Ameristock/Ryan 1-Year Treasury Fund), it can be expected to be subject to less risk and share price fluctuation than such other Funds, but it may also generate lower returns. Assuming that the average duration of the Fund exactly matches the maximum duration of its Underlying Index, and that the values of the securities held by the Fund change only in response to interest rate changes, the Fund’s net asset value would be expected to decline by approximately 1.86% when market interest rates increase by 1%, and to increase by approximately 1.90% when market interest rates decline by 1%.

 
 
 
 
12

 
 
 
Performance Information
 
Performance information is not available because the Fund is new.
 
Fees and Expenses
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Most investors will buy and sell shares of the Fund through brokers, and will pay brokerage commissions to their broker when buying or selling shares. No such commissions are reflected in the table below, although the transaction fees paid by large investors when purchasing or redeeming Creation Units are.

  
Shareholder Fees
(fees paid directly from an investment)
 
 
Creation Transaction Fee1
 
$1,000
Redemption Transaction Fee1
 
 $1,000
Annual Fund Operating Expenses
 
 
(expenses that are deducted from the Fund’s assets)2
 
 
Management Fees
 
0.15%
Distribution and Service (12b-1) Fees
 
None
Other Expenses3
 
0.03%
Total Annual Fund Operating Expenses
 
0.18%
Fee waiver and/or expense reimbursement4
 
0.03%
Net Annual Fund Operating Expenses
 
0.15%
  
 
1
 
Per day on which Creation Units are purchased or redeemed, regardless of the number of creation units. See the Transaction Fees section below.
       
 
2
 
Expressed as a percentage of average net assets on an annual basis.
 
 
3
 
Other Expenses are based on estimated amounts for the Fund’s current fiscal year. The Trust’s Investment Advisory Agreement provides that the Adviser will pay all operating expenses of the Trust, except interest expense and taxes (both expected to be de minimis ), independent trustee fees and expenses, any brokerage expenses, future distribution fees or expenses and extraordinary expenses.

 
4
 
The Adviser has agreed contractually to waive its management fees and/or make payments to limit Fund expenses in the amount of any independent trustee fees and expenses otherwise payable by the Fund, at least until June 30, 2008. As a result of such agreement, the Fund’s net expenses are expected to equal its management fee of 0.15%.
 
     
 Examples
 
These Examples are intended to help you compare the cost of investing in shares of the Fund with the cost of investing in other funds.
 
The first Example assumes that you invest $10,000 in the Fund for the time periods indicated, while the second assumes a $2.5 million Creation Unit investment for the same time periods. Both examples assume that you sell all of your shares at the end of those periods. The Examples also assume that your investment has a 5% return each year and that the contractual waiver noted above remains in effect only until June 30, 2008, but that the Fund’s operating expenses otherwise remain the same. Although your actual costs may be higher or lower, based on the assumptions, your costs would be:
 
$10,000 Investment
 
 
1 Year
 
3 Years
$15
 
$55
 
$2,500,000 Investment
 
 
1 Year
 
3 Years
$5,839
 
$15,732
 
 
 
 
 
13

 
 
 
Creation Transaction Fees and Redemption Transaction Fees
 
The Fund issues and redeems shares at net asset value only in blocks of 100,000 shares or multiples of 100,000 shares. As a practical matter, only institutions or large investors purchase or redeem these Creation Units. The value of a Creation Unit as of _____, 2007, the date the Fund commenced operations, was $2,500,000. An investor who holds Creation Units will pay the annual fund operating expenses described in the table above, and an investor who wishes to redeem Creation Units at net asset value would also pay a standard transaction fee of $1,000 on the date of such redemption, regardless of the number of Creation Units redeemed that day. 
 
 
 
 
 
14

 
 
 
Ameristock/Ryan 5 Year Treasury ETF  
 
Cusip: 03077A 307
Trading Symbol: GKC  
Underlying Index: Ryan 5 Year Treasury Index.  
 
Investment Objective
 
The Ameristock/Ryan 5 Year Treasury ETF seeks results, before fees and expenses, that correspond generally to the price and yield performance of a particular Treasury Securities index called the Ryan 5 Year Treasury Index (the “Index”).
 
Principal Investment Strategy
 
The Fund will invest at least 90% of its total assets in Treasury Securities and up to 10% in the aggregate in futures contracts, options and other derivative instruments (based on the “notional” or face amount of such instruments). The Adviser attempts to match the average dollar-weighted duration of the Fund to within six months of the duration of the Underlying Index.

The Underlying Index is based on the return of the most recently auctioned 5- year U.S. Treasury note. The Index Provider determines the composition of the Index in accordance with its rules and procedures (which may change from time to time), and publishes information regarding the composition, investment characteristics and return of the index.

Because the Underlying Index is comprised of only one security, and that security changes each time an auction of such security occurs, it is not practicable for the Fund to invest exclusively in the component securities of the Underlying Index. Instead, the Fund invests in a limited number of (fewer than ten) Treasury Securities with an average duration similar to the duration of the security in the Underlying Index. These Treasury Securities may include the OTR Treasury Security that is the component security of the Underlying Index, off-the-run Treasury Securities that were on-the-run when purchased by the Fund but became off-the-run because of a subsequent auction, and Treasury Securities that, irrespective of their maturities when issued, have remaining maturities that make them appropriate for investment by the Fund.

The Fund’s top portfolio holdings can be found at www.Ameristock.com. Fund fact sheets provide information regarding the Fund’s top holdings and may be requested by calling 1-866-821-5592.
 
Principal Risks

Since the Fund generally will invest essentially all of its assets in Treasury Securities, the risks associated with investing in Treasury Securities and bonds in general will affect the Fund and the value of its assets. As described above, some of the risks associated with investing in the Fund include:
 
n
 
Prices of bonds, including Treasury Securities, may fall because of a rise in interest rates, issuer quality considerations and other economic considerations.
 
n
 
Prices of bonds may fall in response to economic events or trends. The longer a bond’s duration, the greater the risk that its value may fall in response to economic events or trends.
 
n
 
The bond in the Underlying Index may underperform equity investments, bonds issued by private entities, and U.S. government securities of different durations.

The Fund invests in medium-term Treasury Securities as compared to the other Funds described in this Prospectus, and can be expected to be subject to higher risk and share price fluctuation (and may generate higher returns) than those Funds investing in shorter-term securities, and lower risk and share price fluctuation (and may generate lower returns) than those Funds investing in longer-term securities. Assuming that the average duration of the Fund exactly matches the maximum duration of its Underlying Index, and that the values of the securities held by the Fund change only in response to interest rate changes, the Fund’s net asset value would be expected to decline by approximately 4.30% when market interest rates increase by 1%, and to increase by approximately 4.53% when market interest rates decline by 1%.
 
 
 
 
 
15

 
 
 
Performance Information

Performance information is not available because the Fund is new.

Fees and Expenses
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Most investors will buy and sell shares of the Fund through brokers, and will pay brokerage commissions to their broker when buying or selling shares. No such commissions are reflected in the table below, although the transaction fees paid by large investors when purchasing or redeeming Creation Units are..
  

Shareholder Fees
(fees paid directly from an investment)
 
 
Creation Transaction Fee1
 
$1,000
Redemption Transaction Fee1
 
 $1,000
Annual Fund Operating Expenses
 
 
(expenses that are deducted from the Fund’s assets)2
 
 
Management Fees
 
0.15%
Distribution and Service (12b-1) Fees
 
None
Other Expenses3
 
0.03%
Total Annual Fund Operating Expenses
 
0.18%
Fee waiver and/or expense reimbursement4
 
0.03%
Net Annual Fund Operating Expenses
 
0.15%
  
 
1
 
Per day on which Creation Units are purchased or redeemed, regardless of the number of creation units. See the Transaction Fees section below.
       
 
2
 
Expressed as a percentage of average net assets on an annual basis.
 
 
3
 
Other Expenses are based on estimated amounts for the Fund’s current fiscal year. The Trust’s Investment Advisory Agreement provides that the Adviser will pay all operating expenses of the Trust, except interest expense and taxes (both expected to be de minimis ), independent trustee fees and expenses, any brokerage expenses, future distribution fees or expenses and extr