AMERIPRIME ADVISORS TRUST
AMERIPRIME FUNDS
UNIFIED SERIES TRUST
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
I. Covered Officers/Purpose of the Code
This code of ethics (this "Code") applies to the Principal Executive
Officer and Principal Financial Officer and those serving similar functions
(the "Covered Officers" each of whom is set forth in Exhibit A) of
AmeriPrime Advisors Trust, AmeriPrime Funds and Unified Series Trust (each
a "Company") for the purpose of promoting:
o honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o full, fair, accurate, timely and understandable disclosure in
reports and documents that a Company files with, or submits to, the
Securities and Exchange Commission ("SEC") and in other public
communications made by a Company;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting of violations of this Code to an
appropriate person or persons identified in this Code; and
o accountability for adherence to this Code.
Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise to actual
as well as apparent conflicts of interest.
II. Covered Officers Should Handle Ethically Actual and Apparent
Conflicts of Interest
Overview. A "conflict of interest" occurs when a Covered Officer's
private interests interfere with the interests of, or the Covered Officer's
service to, a Company. For example, a conflict of interest would arise if a
Covered Officer, or a member of the Covered Officer's family, receives
improper personal benefits as a result of the Covered Officer's position
with the Company.
Certain conflicts of interest arise out of the relationships between
Covered Officers and a Company and already are subject to conflict of
interest provisions in the Investment Company Act of 1940 ("Investment
Company Act") and the Investment Advisers Act of 1940 ("Investment Advisers
Act"). For example, Covered Officers may not individually engage in certain
transactions (such as the purchase or sale of securities or other property)
with a Company because of their status as "affiliated persons" of the
Company. This Code does not, and is not intended to, repeat or replace any
compliance programs and procedures of any Company or the investment adviser
designed to prevent, or identify and correct, violations of the Investment
Company Act and the Investment Advisers Act.
<page>
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual
relationship between a Company and an investment adviser or the
administrator of which a Covered Officer is also an officer or employee. As
a result, this Code recognizes that the Covered Officers will, in the
normal course of their duties, whether formally for a Company or the
administrator, be involved in establishing policies and implementing
decisions that will have different effects on the adviser or the
administrator and the Company. The participation of the Covered Officers in
such activities is inherent in the contractual relationship between a
Company and the administrator and is consistent with the performance by the
Covered Officers of their duties as officers of the Company. Thus, if
performed in conformity with the provisions of the Investment Company Act,
such activities will be deemed to have been handled ethically. In addition,
it is recognized by each Company's Board of Trustees ("Board") that the
Covered Officers may also be officers or employees of one or more
investment companies covered by other codes.
Other conflicts of interest are covered by this Code, even if such
conflicts of interest are not subject to provisions in the Investment
Company Act and the Investment Advisers Act. The following list provides
examples of conflicts of interest under this Code, but Covered Officers
should keep in mind that these examples are not exhaustive. The overarching
principle is that the personal interest of a Covered Officer should not be
placed improperly before the interest of any Company.
Each Covered Officer must:
o not use personal influence or personal relationships improperly to
influence investment decisions or financial reporting by a Company whereby
the Covered Officer would benefit personally to the detriment of the
Company;
o not cause a Company to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the benefit
of the Company;
o not use material non-public knowledge of portfolio transactions made
or contemplated for a Company to trade personally or cause others to trade
personally in contemplation of the market effect of such transactions;
o report at least annually any affiliations or other relationships
related to conflicts of interest that the Company's Trustees and Officers
Questionnaire covers.
The Secretary of each Company shall be designated the Compliance
Officer of the Company, solely for purposes of this Code of Ethics. There
are some conflict of interest situations that should always be discussed
with the Compliance Officer of a Company, if material. Examples of these
include:
<page>
o service as a director on the board of any public company;
o the receipt of any non-nominal gifts;
o the receipt of any entertainment from any company with which a
Company has current or prospective business dealings unless such
entertainment is business-related, reasonable in cost, appropriate as to
time and place, and not so frequent as to raise any questions of
impropriety;
o any ownership interest in, or any consulting or employment
relationship with, any Company's service providers, other than its
principal underwriter, administrator or any affiliated person thereof; and
o a direct or indirect financial interest in commissions, transaction
charges, soft dollar credits or spreads paid by a Company for effecting
portfolio transactions or for selling or redeeming shares other than an
interest arising from the Covered Officer's employment, such as
compensation or equity ownership.
III. Disclosure and Compliance
o Each Covered Officer should familiarize himself with the disclosure
requirements generally applicable to each Company.
o Each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about a Company to others, whether within or
outside the Company, including to the Company's directors and auditors, and
to governmental regulators and self-regulatory organizations.
o Each Covered Officer should, to the extent appropriate within the
Covered Officer's area of responsibility, consult with other officers and
employees of each Company and of the advisers or the administrator with the
goal of promoting full, fair, accurate, timely and understandable
disclosure in the reports and documents the Company files with, or submits
to, the SEC and in other public communications made by the Company.
o It is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by applicable laws,
rules and regulations.
IV. Reporting and Accountability
Each Covered Officer must:
o upon adoption of this Code (or thereafter as applicable, upon
becoming a Covered Officer), affirm in writing to the Board that the
Covered Officer has received, read, and understands this Code;
o annually thereafter affirm to the Board that the Covered Officer has
complied with the requirements of this Code;
<page>
o not retaliate against any other Covered Officer or any employee of a
Company or their affiliated persons for reports of potential violations
that are made in good faith; and
o notify the Compliance Officer promptly if the Covered Officer knows
of any violation of this Code. Failure to do so is itself a violation of
this Code.
The Compliance Officer is responsible for applying this Code to
specific situations in which questions are presented under it and has the
authority to interpret this Code in any particular situation. However, any
approvals or waivers sought by a Covered Officer will be considered by the
Audit Committee (the "Committee"), which will make recommendations to the
Board.
Each Company will follow these procedures in investigating and
enforcing this Code:
o the Compliance Officer for the Company will take all appropriate
action to investigate any potential violations reported to the Compliance
Officer;
o the Compliance Officer will review with the outside legal counsel to
the Company the findings and conclusions of such investigation;
o if, after such investigation and review, the Compliance Officer
believes that no violation has occurred, the Compliance Officer is not
required to take any further action;
o any matter that the Compliance Officer believes is a violation will
be reported to the Committee;
o if the Committee concurs that a violation has occurred, it will
inform and make a recommendation to the Board, which will consider
appropriate action, which may include review of, and appropriate
modifications to, applicable policies and procedures (including changes to
this Code); notification of the violation to appropriate personnel of the
investment adviser or the administrator or its board; or a recommendation
to take disciplinary action against the Covered Officer, which may include,
without limitation, dismissal;
o the Board will be responsible for granting waivers, as appropriate;
and
o any changes to or waivers of this Code will, to the extent required,
be disclosed as provided by SEC rules on Form N-CSR.
V. Other Policies and Procedures
This Code shall be the sole code of ethics adopted by each Company for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Each Company's
and its investment advisers' and underwriters codes of ethics under Rule
17j-1 under the Investment Company Act are separate requirements applying
to the Covered Officers and others, and are not part of this Code.
<page>
VI. Amendments
Any amendments to this Code, other than amendments to Exhibit A, must
be approved or ratified by a majority vote of the Board, including a
majority of independent trustees.
VII. Confidentiality
To the extent possible, all records, reports and other information
prepared, maintained or acquired pursuant to this Code will be treated as
confidential, it being understood that it may be necessary or advisable,
that certain matters be disclosed to third parties (e.g., to the board of
directors or officers of the adviser or the administrator).
VIII. Internal Use
This Code is intended solely for the internal use by each Company and
does not constitute an admission, by or on behalf of the Company, as to any
fact, circumstance, or legal conclusion.
Adopted July 21, 2003
<page>
Exhibit A
Persons Covered by this Code of Ethics
Timothy Ashburn
Thomas Napurano
Anthony Ghoston
Carol Highsmith
<page>