<page>
united states
securities and exchange commission
washington, d.c. 20549
form n-csr
certified shareholder report of registered management
investment companies
Investment Company Act file number 811-09541
---------------------------
Ameriprime Advisors Trust
- -------------------------------------------------------
(Exact name of registrant as specified in charter)
431 N. Pennsylvania St. Indianapolis, IN 46204
- ----------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Timothy Ashburn
Unified Fund Services, Inc.
431 N. Pennsylvania St.
Indianapolis, IN 46204
(Name and address of agent for service)
Registrant's telephone number, including area code: 317-917-7000
Date of fiscal year end: 09/30
----------
Date of reporting period: 09/30/03
----------
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
Item 1. Reports to Stockholders.
<page>
======================================
Iron Market Opportunity Fund
======================================
Annual Report
September 30, 2003
Fund Advisor:
Iron Financial Management, Inc.
Two Northfield Plaza
Suite 250
Northfield, IL 60093
Toll Free: (877) 322-0575
<page>
Management Discussion & Analysis:
Factors Affecting the Fund's Performance Over The Past Year
The largest factor affecting the Fund this year has been low short-term
interest rates. These low rates have caused us to focus on volatility and risk,
which we have tried to keep as low as possible. In order to do this, we have
chosen to keep the Fund's portfolio with a very short duration. We do not feel
that the extra yield that can be obtained further out along the yield curve
adequately compensates for the added risk inherent in this interest rate
environment. While no one can be certain if rates will increase, we feel it is
highly likely and that it would be highly damaging to a portfolio with a long
duration.
To protect capital against anticipated adverse market movement, we have
chosen to keep our portfolio focused around high quality debt. Our investment
selection has led us to securities with as minimal credit risk as possible. We
have chosen to stay away from lower quality debt for a number of reasons.
Besides the inherent increased credit risk associated with lower quality debt,
bonds have rallied recently, creating some of the narrowest credit spreads we
have seen in the last 5 years. This leads to a market place where taking on
added credit risk provides very little reward.
With these concepts in mind, we were able to beat our benchmark over
the last year because our portfolio was weighted towards high quality short
duration securities.
Due to recent scandals and market volatility, we feel that our management
style is becoming increasingly necessary for a portion of an investor's fixed
income portfolio. We believe our risk averse approach will enable us to achieve
our objective of maximizing long term total return.
<table>
<s> <c> <c>
Average Annual Total Returns
(for periods ended September 30, 2003)
Since Inception
1 Year (October 11, 2001)
-------------------------------------------------
Iron Market Opportunity Fund 4.95% 2.95%
Merrill Lynch 1-3 year US Treasury Bond Index 3.53% 4.23%
</table>
Comparison of the Growth of a $10,000 Investment in the Iron Market Opportunity
Fund and the Merrill Lynch 1-3 Year US Treasury Bond Index
Iron Market Merrill Lynch
10/11/01 10,000.00 10,000.00
12/31/01 10,100.50 10,065.50
3/31/02 10,223.53 10,070.83
9/30/02 10,090.38 10,558.85
12/31/02 10,337.75 10,657.78
3/31/03 10,435.77 10,725.42
9/30/03 10,590.24 10,851.01
The chart shows the value of a hypothetical initial investment of $10,000 in
IRONX and the Merrill Lynch 1-3 Year US Treasury Bond Index made on October 11,
2001 (commencement of operations). The Fund's return represents past performance
and does not predict future results. The graph and table do not reflect the
deduction of taxes that a shareholder would pay on Fund distributions or the
redemption of Fund shares. The Merrill Lynch 1-3 Year US Treasury Bond Index
does not reflect expenses, which have been deducted from the Fund's return.
Investing in the Fund involves certain risks that are discussed in the Fund's
prospectus. Please read the prospectus carefully before you invest or send
money.
<page>
Iron Market Opportunity Fund
Schedule of Investments in Securities
September 30, 2003
<table>
<s> <c> <c>
Number of Market Value
Shares Value
-------------- -------------------
Corporate Bonds - 0.55%
Boeing Capital Corp., 5.650%, 5/15/2006 100,000 $ 107,475
General Motors Acceptance Corp., 6.750%, 1/15/2006 200,000 214,017
General Motors Acceptance Corp., 7.500%, 7/15/2005 100,000 107,586
-------------------
TOTAL CORPORATE BONDS (Cost $409,882) 429,078
-------------------
Mortgage Backed - 4.33%
FNMA, Series #2003-99, 6.000%, 12/25/2032 500,000 497,812
FHLMC, Series #2585, 5.500%, 9/15/2032 1,053,663 1,062,359
GNMA, Series #2003-77, 6.000%, 1/16/2033 1,000,000 1,012,477
GNMA, Series #2003-19, 4.500%, 11/16/2032 779,430 785,034
-------------------
TOTAL MORTGAGE BACKED (Cost $3,348,147) 3,357,682
-------------------
Common Stocks - 0.27%
TCW/DW Term Trust 2003 (Cost $214,400) 20,000 211,800
-------------------
Mutual Funds - 94.36%
Columbia High Yield Fund 1,883 16,250
Federated High Yield Trust Fund 2,627 15,366
Gartmore Morley Capital Accumulation Fund - Institutional 1,834,581 18,345,806
Legg Mason High Yield Portfolio Fund 1,517 13,368
Neuberger Berman High Income Bond Fund - Class I 1,569 14,417
Nicholas Applegate High Yield Bond Fund - Class I 1,088 11,139
One Group High Yield Bond Fund - Class I 440 3,513
PIMCO High Yield Fund - Institutional 631 5,942
Scudder Preservation Plus Income Fund 5,475,432 54,754,325
TIAA-CREF High Yield Bond Fund 893 8,016
Value Line Aggressive Income Trust 34 165
-------------------
TOTAL MUTUAL FUNDS (Cost $73,183,188) 73,188,307
-------------------
Money Market - 0.00%
Vanguard Reserve Prime Money Market Fund - Institutional Shares, 0.95% (cost $1,894) (a) 1,894 1,894
-------------------
TOTAL INVESTMENTS (Cost $77,157,333) - 99.51% $ 77,188,761
-------------------
Other assets less liabilities - 0.49% 379,257
-------------------
TOTAL NET ASSETS - 100.00% $ 77,568,018
===================
Federal Tax Information: At September 30, 2003, the net unrealized
appreciation based on cost for Federal income tax purposes of
$77,157,333 was as follows:
Aggregate gross unrealized appreciation for all investments
for which there was an excess of value over cost............... $ 45,678
Aggregate gross unrealized depreciation for all investments
for which there was an excess of cost over value............... (14,250)
-------------------
Net unrealized appreciation........................................... $ 31,428
===================
</table>
See accompanying notes which are an integral part of the financial statements.
<page>
Iron Market Opportunity Fund
Statement of Assets and Liabilities
September 30, 2003
ASSETS
Investments in securities, at value
(cost $77,157,333) (Note 2) $ 77,188,761
Dividends and interest receivable 266,568
Receivable for Fund shares sold 767,476
-------------
Total Assets 78,222,805
-------------
LIABILITIES
Payable for Fund shares repurchased 427,500
Payable to custodian 163,465
Accrued advisory fees 29,751
Accrued expenses and other liabilities 34,071
-------------
Total Liabilities 654,787
-------------
NET ASSETS
Net Assets (based on 7,794,703 shares of capital
stock outstanding) $ 77,568,018
=============
Composition of net assets:
Paid in surplus $ 78,048,407
Accumulated undistributed
net investment income 24,817
Accumulated net realized gain (loss) from
investment transactions (536,634)
Net unrealized appreciation (depreciation) on investments 31,428
-------------
Net Assets, for 7,794,703 shares $ 77,568,018
============
Net Asset Value, offering,
and redemption price per share $ 9.95
============
See accompanying notes which are an integral part of the financial statements.
<page>
Iron Market Opportunity Fund
Statement of Operations
For the Year Ended September 30, 2003
Investment Income:
Dividends $ 1,973,678
Interest 211,252
------------
Total investment income 2,184,930
------------
Expenses:
Advisory fees (Note 3) 547,178
Administration fees. 53,579
Custody fees 36,332
Shareholder services & fund accounting fees 25,895
Transfer agent fees 17,619
Audit fees 14,770
Legal fees 10,909
Insurance fees 6,870
Miscellaneous expense 4,399
Registration fees 3,525
Pricing expenses 3,140
Trustee fees 2,700
------------
Total expenses 726,916
Advisory fees waived (Note 3) . (236,568)
------------
Net Expenses 490,348
------------
Investment income - net 1,694,582
------------
Net Realized and Unrealized Losses
on Investments: (Note 2)
Net realized gain (loss) on securities transactions 235,840
Capital gain distributions from other investment
companies. 44,674 Net change in unrealized appreciation (depreciation)
on investments 29,948
-----------
Net realized and unrealized gain (loss) on investments 310,462
-----------
Net increase (decrease) in net assets resulting
from operations $ 2,005,044
============
See accompanying notes which are an integral part of the financial statements.
<page>
Iron Market Opportunity Fund
Statements of Changes in Net Assets
<table>
<s> <c> <c>
For the Year Ended For the Period Ended
September 30, 2003 September 30, 2002 (a)
--------------------- -----------------------
Operations:
Net investment income (loss) $ 1,694,582 $ 853,678
Net realized gain (loss) from investment transactions 235,840 (803,016)
Net realized gain (loss) on short sales 0 30,542
Capital gain distributions from other investment
companies 44,674 0
Net change in unrealized appreciation (depreciation)
on investments 29,948 1,480
Net increase (decrease) in net assets resulting
--------------------- -----------------------
from operations 2,005,044 82,684
--------------------- -----------------------
Dividends and Distributions to Shareholders From:
Net investment income (1,728,542) (839,575)
Net realized gain on investments 0 0
--------------------- -----------------------
Total dividends and distributions to shareholders (1,728,542) (839,575)
--------------------- -----------------------
Fund Share Transactions:
Proceeds from shares sold 139,347,296 30,725,618
Dividends reinvested 1,553,652 832,008
Cost of shares redeemed (89,967,329) (4,442,838)
--------------------- -----------------------
Net increase (decrease) in net assets derived from Fund
share transactions 50,933,619 27,114,788
--------------------- -----------------------
Net increase (decrease) in net assets 51,210,121 26,357,897
Net Assets, Beginning
of Year 26,357,897 0
--------------------- -----------------------
Net Assets, End of Year (including undistributed
investment income of $10,714 and
$14,103, respectively) $ 77,568,018 $ 26,357,897
===================== =======================
Capital Share Transactions:
Shares sold 13,963,230 3,064,221
Shares reinvested 158,225 84,132
Shares redeemed (9,029,317) (445,788)
--------------------- -----------------------
5,092,138 2,702,565
===================== =======================
</table>
(a) For the period October 11, 2001 (commencement of operations) to September
30, 2002.
See accompanying notes which are an integral part of the financial statements.
<page>
Iron Market Opportunity Fund
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout each year)
<table>
<s> <c> <c>
For the Year Ended For the Period Ended
September 30, 2003 September 30, 2002 (c)
---------------------- ----------------------
Net asset value, beginning of year $ 9.75 $ 10.00
Income (loss) from investment
operations:
Net investment income (loss) 0.28 0.38
Net gains or (losses) on securities
(both realized and unrealized) 0.20 (0.29)
---------------------- ----------------------
Total from investment operations 0.48 0.09
Less distributions
From net investment income (0.28) (0.34)
From capital gains - -
---------------------- ----------------------
Total dividend and distributions (0.28) (0.34)
---------------------- ----------------------
Net asset value, end of year $ 9.95 $ 9.75
====================== ======================
Total return 4.95% 0.90% (b)
Net assets, end of year (000) $ 77,568 $ 26,358
Ratio of expenses to average net assets 0.90% 1.45% (a)
Ratio of expenses to average net assets
before waiver 1.33% 1.45%
Ratio of net income (loss) to average
net assets 3.10% 3.94% (a)
Ratio of net income (loss) to average
net assets before waiver 2.67% 3.94%
Portfolio Turnover Rate 92.97% 626.51%
</table>
(a) Annualized.
(b) For periods of less than a full year, total return is not annualized. (c)
For the period October 11, 2001 (commencement of operations) to
September 30, 2002.
See accompanying notes which are an integral part of the financial statements.
<page>
Iron Market Opportunity Fund
Notes to Financial Statements
September 30, 2003
NOTE 1. ORGANIZATION
The Iron Market Opportunity Fund (the "Fund") was organized as a
diversified series of AmeriPrime Advisors Trust (the "Trust") on July 1, 2001
and commenced operations October 11, 2001. The Trust is an open-end investment
company established under the laws of Ohio by an Agreement and Declaration of
Trust dated August 3, 1999 (the "Trust Agreement"). The Trust Agreement permits
the Board of Trustees of the Trust (the "Board") to issue an unlimited number of
shares of beneficial interest of separate series without par value. The Fund is
one of a series of funds currently offered by the Trust. The Fund's investment
objective is to maximize long term total return. The Fund invests primarily in
shares of other mutual funds. The Investment Adviser to the Fund is Iron
Financial Management, Inc (the "Adviser").
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed by
the Fund in the preparation of its financial statements.
Securities Valuations - Investments in common stocks are valued at current
market values or, in their absence, at fair values determined in accordance with
procedures approved by the Board of Trustees. Securities that are traded on any
exchange or on the NASDAQ over-the-counter market are valued at the closing
price quoted by the exchange on which the securities are listed. Lacking a
closing price, a security is valued at its last bid price except when, in the
Advisor's opinion, the last bid price does not accurately reflect the current
value of the security.
Fixed income securities generally are valued by using market quotations
supplied by a pricing service. If the Advisor decides that a price provided by
the pricing service does not accurately reflect the fair market value of the
securities, when prices are not readily available from a pricing service or when
restricted or illiquid securities are being valued, securities are valued at
fair value as determined in good faith by the Advisor, in conformity with
guidelines adopted by and subject to review of the Board of Trustees. Short term
investments in fixed-income securities with maturities of less than 60 days when
acquired, or which subsequently are within 60 days of maturity, are valued by
using the amortized cost method of valuation.
Investments in mutual funds are valued at their net asset values as
reported by the underlying funds.
Federal Income Taxes- There is no provision for federal income tax. The
Fund intends to qualify each year as a "regulated investment company" under
Sub-Chapter M of the Internal Revenue Code of 1986, as amended, by distributing
substantially all of its net investment income and net realized capital gains.
Security Transactions and Related Income- The Fund follows industry
practice and records security transactions on the trade date. The specific
identification method is used for determining gains or losses for financial
statements and income tax purposes. Dividend income is recorded on the
ex-dividend date and interest income is recorded on an accrual basis. Discounts
and premiums on securities purchased are amortized over the life of the
respective securities.
Dividends and Distributions- The Fund intends to distribute substantially
all of its net investment income as dividends to its shareholders on at least an
annual basis. The Fund intends to distribute its net realized long term capital
gains and its net realized short term capital gains at least once a year. The
treatment for financial reporting purposes of distributions made to shareholders
during the year from net investment income or net realized capital gains may
differ from their ultimate treatment for federal income tax purposes. These
differences are caused by differences in the timing of the recognition of
certain components of income, expense or realized capital gain for federal
income tax purposes. Where such differences are permanent in nature, they are
reclassified in the components of the net assets based on their ultimate
characterization for federal income tax purposes. Any such reclassifications
will have no effect on net assets, results of operations or net asset values per
share of the Fund.
<page>
Iron Market Opportunity Fund
Notes to Financial Statements
September 30, 2003 - continued
NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Fund's investment adviser is Iron Financial Management, Inc. (the
"Adviser").
Under the terms of the management agreement, (the "Agreement"), the Adviser
manages the Fund's investments subject to approval of the Board. As compensation
for its management services, the Fund is obligated to pay the Adviser a fee
computed and accrued daily and paid monthly at an annual rate of 1.00% of the
average daily net assets of the Fund. For the year ended September 30, 2003, the
Adviser received fees of $547,178 from the Fund. Effective January 21, 2003, the
Adviser voluntarily agreed to waive one-half of its management fees. The Adviser
may terminate this fee waiver at any time. For the year ended September 30,
2003, the Adviser has waived $236,568.
The Trust retains Unified Fund Services, Inc. ("Unified"), a wholly owned
subsidiary of Unified Financial Services, Inc., to manage the Fund's business
affairs and provide the Fund with administrative services, including all
regulatory reporting and necessary office equipment and personnel. Unified
receives a monthly fee from the Fund equal to an annual rate of 0.10% of the
Fund's assets up to $50 million, 0.07% of the Fund's assets from $50 million to
$100 million, and 0.05% of the Fund's assets over $100 million (subject to a
minimum fee of $2,500 per month). For the year ended September 30, 2003, Unified
received fees of $53,579 for administrative services provided to the Fund.
Certain trustees and the officers of the Trust are members of management and
employees of Unified, and/or shareholders of Unified Financial Services, Inc.
The Trust retains Unified to act as the Fund's transfer agent and to
provide fund accounting services. For its services as transfer agent, Unified
receives a monthly fee from the Fund of $1.25 per shareholder (subject to a
minimum monthly fee of $1,250). For the year ended September 30, 2003, Unified
received fees of $15,180 from the Fund for transfer agent services provided to
the Fund and $2,439 in reimbursement for out-of-pocket expenses incurred in
providing transfer agent services to the Fund. For its services as fund
accountant, Unified receives an annual fee from the Fund equal to 0.05% of the
Fund's assets up to $50 million, 0.04% of the Fund's assets from $50 million to
$100 million, and 0.03% of the Fund's assets over $100 million (subject to
various monthly minimum fees, the maximum being $1,667 per month for assets of
$10 million or more). For the year ended September 30, 2003, Unified received
fees of $25,895 from the Fund for fund accounting services provided to the Fund.
Unified Financial Securities, Inc. (the "Distributor") acts as the
principal distributor of the Fund's shares. There were no payments made to the
Distributor by the Fund during the year ended September 30, 2003. The Fund has
adopted a plan, pursuant to Rule 12b-1 under the Investment Company Act of 1940,
which permits the Fund to pay directly, or reimburse the Fund's Adviser and
Distributor, for certain distribution and promotion expenses related to
marketing its shares, in an amount not to exceed 0.25% of the average daily net
assets of the Fund. This plan was never activated and as a result there were no
12b-1 payments made to the Distributor for the period ended September 30, 2003.
A Trustee and certain officers of the Trust are a director and/or officers of
the Distributor and of Unified Financial Services, Inc. (the parent company of
the Distributor and Unified), and may be deemed to be affiliates of the
Distributor.
NOTE 4. INVESTMENT TRANSACTIONS
For the year ended September 30, 2003, purchases and sales of investment
securities, excluding short-term investments and U.S. government obligations,
aggregated $98,543,695 and $43,431,056, respectively. Purchases and sales for
U.S. government obligations were $7,859,468 and $4,507,657, respectively.
NOTE 5. ESTIMATES
Preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
<page>
Iron Market Opportunity Fund
Notes to Financial Statements
September 30, 2003 - continued
NOTE 6. BENEFICIAL OWNERS
The beneficial ownership, either directly or indirectly, of more than 25%
of the voting securities of a fund creates a presumption of control of the fund,
under Section 2(a)(9) of the Investment Company Act of 1940. As of September 30,
2003, ABN AMRO Incorporated owned 50.20% of the Fund, for the benefit of others,
and National Investors Securities Corp. owned 28.75% of the Fund, for the
benefit of others.
NOTE 7. CAPITAL LOSS CARRYFORWARD
At September 30, 2003, the Fund had available for federal tax purposes an
unused capital loss carryforward of $536,634, expiring in 2011. Capital loss
carryforwards are available to offset future realized capital gains. To the
extent that these carryforwards are used to offset future capital gains, it is
probable that the amount offset will not be distributed to shareholders.
NOTE 8. DISTRIBUTIONS TO SHAREHOLDERS
The Fund paid quarterly distributions of net investment income totaling
$0.28 per share.
The tax character of distributions paid during fiscal years 2003 and 2002
were as follows:
2003 2002
---- ----
Distributions paid from
Ordinary Income $ 1,728,542 $ 839,575
Short-term Capital Gain - -
Long-term Capital Gain - -
--------------- -------------
$ 1,728,542 $ 839,575
=============== =============
As of September 30, 2003, the components of distributable earnings on a tax
basis were as follows:
Undistributed ordinary income / (accumulated losses) $ 24,817
Undistributed long-term capital gain / (accumulated losses) (536,634)
Unrealized appreciation / (depreciation) 31,428
----------
$(480,389)
==========
<page>
ELECTION OF TRUSTEES (Unaudited)
At a special meeting of the shareholders, held on December 18, 2002, a vote
was held to elect members to serve on the Board of Trustees. The vote tally for
each Trustee is as follows:
<table>
<s> <c> <c> <c> <c>
For Against Withheld Total
Timothy L. Ashburn 20,758,655.572 12,686.845 15,821,784.991 36,593,127.408
Ronald C. Tritschler 20,758,655.572 12,686.845 15,821,784.991 36,593,127.408
Gary E. Hippenstiel 20,758,655.572 12,686.845 15,821,784.991 36,593,127.408
Stephen A. Little 20,758,655.572 12,686.845 15,821,784.991 36,593,127.408
Daniel Condon 20,758,655.572 12,686.845 15,821,784.991 36,593,127.408
</table>
<page>
TRUSTEES AND OFFICERS (Unaudited)
The Board of Trustees supervises the business activities of the Trust.
Each Trustee serves as a trustee until termination of the Trust unless the
Trustee dies, resigns, retires, or is removed.
The following table provides information regarding each Trustee who is
an "interested person" of the Trust, as defined in the Investment Company
Act of 1940, and each officer of the Trust.
<table>
<s> <c> <c> <c>
- ---------------------------- ----------------------------------------- ------------------------------- ---------------------
Number of
Name, Age and Address Position(s) Held with the Fund Complex1 Length of Time Served Portfolios in Fund
Complex1 Overseen
by Trustee
- ---------------------------- ----------------------------------------- ------------------------------- ---------------------
Timothy Ashburn(2) President, Secretary and Trustee President and Secretary since 28
October 2002; Trustee of
c/o Unified Fund Services, AmeriPrime Advisors Trust
Inc. since November 2002,
431 N. Pennsylvania St. AmeriPrime Funds since
Indianapolis, IN 46204 December 2002, and Unified
Series Trust since October
Year of Birth: 1950 2002
- ---------------------------- ----------------------------------------- ------------------------------- ---------------------
</table>
<table>
<s> <c>
Principal Occupations During Past 5 Years Other Directorships Held by Trustee
- ---------------------------------------------------------------------- -----------------------------------------------------
Chairman of Unified Financial Services, Inc. since 1989 and Chief Unified Financial Services, Inc. since 1989; CCMI
Executive Officer from 1989 to 1992 and 1994 to April 2002; Funds since July 2003
President of Unified Financial Services from November 1997 to April
2000.
- ---------------------------- ----------------------------------------- ------------------------------- ---------------------
</table>
<table>
<s> <c> <c> <c>
Number of
Name, Age and Address Position(s) Held with the Fund Complex1 Length of Time Served Portfolios in Fund
Complex1 Overseen
by Trustee
- ---------------------------- ----------------------------------------- ------------------------------- ---------------------
Ronald C. Tritschler(3) Trustee Trustee of AmeriPrime Funds 28
and Unified Series Trust
c/o Unified Fund Services, since December 2002 and
Inc. AmeriPrime Advisors Trust
431 N. Pennsylvania St. since November 2002
Indianapolis, IN 46204
Year of Birth: 1952
- ---------------------------- ----------------------------------------- ------------------------------- ---------------------
</table>
<table>
<s> <c>
Principal Occupations During Past 5 Years Other Directorships Held by Trustee
- ---------------------------------------------------------------------- -----------------------------------------------------
Chief Executive Officer, Director and legal counsel of The Webb CCMI Funds since July 2003
Companies, a national real estate company, from 2001 to present;
Executive Vice President and Director of The Webb Companies from
1990 to 2000; Director, The Lexington Bank, from 1998 to present;
Director, Vice President and legal counsel for The Traxx Companies, an owner and
operator of convenience stores, from 1989 to present.
- ---------------------------- ----------------------------------------- ------------------------------- ---------------------
</table>
<table>
<s> <c> <c> <c>
Position(s) Held with the Fund Complex1 Length of Time Served Number of
Name, Age and Address Portfolios in Fund
Complex1 Overseen
by Trustee
- ---------------------------- ----------------------------------------- ------------------------------- ---------------------
Thomas G. Napurano Treasurer and Chief Financial Officer Since October 2002 for N/A
AmeriPrime Funds and
c/o Unified Fund Services, AmeriPrime Advisors Trust;
Inc. since December 2002 for
431 N. Pennsylvania St. Unified Series Trust
Indianapolis, IN 46204
Year of Birth: 1941
- ---------------------------- ----------------------------------------- ------------------------------- ---------------------
</table>
<table>
<s> <c>
Principal Occupations During Past 5 Years Other Directorships Held by Trustee
- ---------------------------------------------------------------------- -----------------------------------------------------
Chief Financial Officer and Executive Vice President of Unified N/A
Financial Services, Inc., the parent company of the Trust's
administrator and principal distributor; Director of Unified
Financial Services, Inc. from 1989 to March 2002; Chief Financial
Officer of CCMI Funds since July 2003.
- ---------------------------- ----------------------------------------- ------------------------------- ---------------------
</table>
<table>
<s> <c> <c> <c>
Number of Portfolios
Name, Age and Address Position(s) Held Length of Time Served in Fund Complex(1)
with Trust Overseen by Trustee
- ---------------------------- ----------------------------------------- ------------------------------- ---------------------
Carol Highsmith Assistant Secretary Since October 2002 for N/A
AmeriPrime Funds and
c/o Unified Fund Services, Ameriprime Advisors Trust;
Inc. since December 2002 for
431 N. Pennsylvania St. Unified Series Trust
Indianapolis, IN 46204
Year of Birth: 1964
- ---------------------------------------------------------------------- -----------------------------------------------------
</table>
<table>
<s> <c>
Principal Occupations During Past 5 Years
Other Directorships Held by Trustee
- ---------------------------------------------------------------------- -----------------------------------------------------
Employed by Unified Fund Services, Inc. (November 1994 to present) N/A
- ---------------------------------------------------------------------- -----------------------------------------------------
</table>
(1) The term "Fund Complex" refers to AmeriPrime Funds, AmeriPrime
Advisors Trust, and Unified Series Trust.
(2) Mr. Ashburn is an "interested person" of the Trust because he is
an officer of the Trust. In addition, he may be deemed to be an "interested
person" of the Trust because he is Chairman and a director of Unified
Financial Securities, Inc., the principal underwriter for certain funds in
the Fund Complex.
(3) Mr. Tritschler may be deemed to be an "interested person" of the
Trust because he has an ownership interest in Unified Financial Services,
Inc., the parent of the principal underwriter for certain funds in the Fund
Complex.
<page>
The following table provides information regarding each Trustee who is
not an "interested person" of the Trust, as defined in the Investment
Company Act of 1940.
<table>
<s> <c> <c> <c>
- ------------------------------ ---------------------------------- ----------------------- -------------------------
Number of Portfolios in
Name, Age and Address Position(s) Held with the Fund Fund Complex1 Overseen
Complex1 Length of Time Served by Trustee
- ------------------------------ ---------------------------------- ----------------------- -------------------------
Gary E. Hippenstiel Trustee Trustee of AmeriPrime 28
Funds since 1995,
c/o Unified Fund Services, AmeriPrime Advisors
Inc. Trust since July 2002
431 N. Pennsylvania St. and Unified Series
Indianapolis, IN 46204 Trust since December
2002
Year of Birth: 1947
- ------------------------------ ---------------------------------- ----------------------- -------------------------
</table>
<table>
<s> <c>
Principal Occupations During Past 5 Years Other Directorships Held by Trustee
- ----------------------------------------------------------------- -------------------------------------------------
Director, Vice President and Chief Investment Officer of Legacy CCMI Funds since July 2003
Trust Company, N.A. since 1992.
- ----------------------------------------------------------------- -------------------------------------------------
</table>
<table>
<s> <c> <c> <c>
Position(s) Held Length of Time Served Number of Portfolios in
Name, Age and Address with the Fund Complex1 Fund Complex1
Overseen by Trustee
- ------------------------------ ---------------------------------- ----------------------- -------------------------
Stephen A. Little Trustee Trustee of AmeriPrime 28
Funds and Unified
c/o Unified Fund Services, Series Trust since
Inc. December 2002 and
431 N. Pennsylvania St. AmeriPrime Advisors
Indianapolis, IN 46204 Trust since November
2002
Year of Birth: 1946
- ------------------------------ ---------------------------------- ----------------------- -------------------------
</table>
<table>
<s> <c>
Principal Occupations During Past 5 Years Other Directorships Held by Trustee
- ----------------------------------------------------------------- -------------------------------------------------
President and founder, The Rose, Inc., a registered investment CCMI Funds since July 2003
advisor, since April 1993.
- ------------------------------ ---------------------------------- ----------------------- -------------------------
</table>
<table>
<s> <c> <c> <c>
Position(s) Held with the Fund Number of Portfolios in
Name, Age and Address Complex1 Length of Time Served Fund Complex1 Overseen
by Trustee
- ------------------------------ ---------------------------------- ----------------------- -------------------------
Daniel Condon Trustee Trustee of AmeriPrime 28
Funds and Unified
c/o Unified Fund Services, Series Trust since
Inc. December 2002 and
431 N. Pennsylvania St. AmeriPrime Advisors
Indianapolis, IN 46204 Trust since November
2002
Year of Birth: 1950
- ----------------------------------------------------------------- -------------------------------------------------
</table>
<table>
<s> <c>
Principal Occupations During Past 5 Years Other Directorships Held by Trustee
- ----------------------------------------------------------------- -------------------------------------------------
Vice President and General Manager, International Crankshaft CCMI Funds since July 2003
Inc., an automotive equipment manufacturing company, 1990 to present; Trustee,
The Unified Funds, from 1994 to 2002; Trustee, Star Select Funds, a REIT mutual
fund, from 1997 to 2000.
- ----------------------------------------------------------------- -------------------------------------------------
</table>
1 The term "Fund Complex" refers to AmeriPrime Funds, AmeriPrime
Advisors Trust and Unified Series Trust.
PROXY VOTING
A description of the policies and procedures that the Fund uses to
determine how to vote proxies relating to portfolio securities is available
without charge, upon request: (1) by calling the Fund (877) 322-0575; (2)
on the Fund's website at www.ameriprime.com ; and (3) on the SEC's website
at www.sec.gov.
<page>
INDEPENDENT AUDITOR'S REPORT
To The Shareholders and
Board of Trustees
Iron Market Opportunity Fund
(a series of the AmeriPrime Advisors Trust)
We have audited the accompanying statement of assets and liabilities
of the Iron Market Opportunity Fund, including the schedule of portfolio
investments, as of September 30, 2003, and the related statement of
operations for the year then ended, and the statements of changes in net
assets, and the financial highlights for the year then ended and for the
period from October 11, 2001 (commencement of operations) to September 30,
2002. 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 audits.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. 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 investments and cash held as of
September 30, 2003 by correspondence with the custodian. 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 provide 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 Iron Market Opportunity Fund as of September 30, 2003, the
results of its operations for the year then ended, and the changes in its
net assets and the financial highlights for the year then ended and for the
period from October 11, 2001 (commencement of operations) to September 30,
2002, in conformity with accounting principles generally accepted in the
United States of America.
/s/ McCurdy & Associates CPA's, Inc.
McCurdy & Associates CPA's, Inc.
Westlake, Ohio
October 15, 2003
<page>
Item 2. Code of Ethics.
(a) As of the end of the period covered by this report, the registrant
has adopted a code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless
of whether these individuals are employed by the registrant or a third
party.
(b) For purposes of this item, "code of ethics" means written
standards that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) Amendments:
During the period covered by the report, there have not been any
amendments to the provisions of the code of ethics.
See Item 10(a) for a copy of all described amendments.
(d) Waivers:
During the period covered by the report, the registrant has not
granted any express or implicit waivers from the provisions of the code of
ethics.
Item 3. Audit Committee Financial Expert.
(a) The registrant's Board of Trustees has determined that the
registrant does not have an audit committee financial expert. The committee
members and the full Board considered the possibility of adding a member
that would qualify as an expert. The audit committee determined that,
although none of its members meet the technical definition of an audit
committee financial expert, the committee has sufficient financial
expertise to adequately perform its duties under the Audit Committee
Charter without the addition of a qualified expert.
<page>
Item 4. Principal Accountant Fees and Services. Not applicable
Item 5. Audit Committee of Listed Companies. Not applicable.
Item 6. Reserved.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.
Not applicable.
Item 8. Reserved.
Item 9. Controls and Procedures.
(a) Based on an evaluation of the registrant's disclosure controls and
procedures as of September 30, 2003, the disclosure controls and procedures
are reasonably designed to ensure that the information required in filings
on Forms N-CSR is recorded, processed, summarized, and reported on a timely
basis.
(b) There were no significant changes in the registrant's internal
control over financial reporting that occurred during the registrant's last
fiscal half-year that have materially affected, or are reasonably likely to
materially affect, the registrant's internal control over financial
reporting.
Item 10. Exhibits.
(a)(1) Code is filed herewith
(a)(2) Certifications required by Item 10(a)(2) of Form N-CSR are filed
herewith.
(b) Certification required by Item 10(b) of Form N-CSR is filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934
and the Investment Company Act of 1940, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
(Registrant) Ameriprime Advisors Trust
By /s/ Timothy Ashburn
Timothy Ashburn, President
Date 12/1/03
Pursuant to the requirements of the Securities Exchange Act of 1934
and the Investment Company Act of 1940, this report has been signed below
by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
By /s/ Timothy Ashburn
Timothy Ashburn, President
Date 12/1/03
-------------------------------------------
By /s/ Thomas G. Napurano
Thomas Napurano, Treasurer and Chief Financial Officer
Date 12/3/03
-------------------------------------------
<page>