<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 811-09096
------------------
Ameriprime Funds
- ------------------------------------
(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
431 N. Pennsylvania Street
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: 8/31
--------------------
Date of reporting period: 2/29/04
-------------------
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>
================================================================================
IMS Strategic Income Fund
================================================================================
Semi-Annual Report
February 29, 2004
(Unaudited)
Fund Advisor:
IMS Capital Management, Inc.
8995 S.E. Otty Road
Portland, Oregon 97266
Toll Free (800) 934-5550
<page>
IMS Strategic Income Fund
Schedule of Investments
February 29, 2004 (Unaudited)
<table>
<s> <c> <c>
Common Stocks - 37.05% Shares Value
------------ ------------
Cigarettes - 2.01%
RJ Reynolds Tobacco Holdings, Inc. 14,700 $ 907,431
------------
Credit & Other Finance - 2.88%
Allied Capital Corp. 42,200 1,296,806
------------
Crude Petroleum & Natural Gas - 6.22%
Enterprise Products Partners LP 33,900 770,208
Kerr-McGee Corp. 18,100 945,725
Petrofund Energy Trust 83,000 1,083,150
------------
2,799,083
------------
Electric Services - 1.97%
UIL Holdings Corp. 18,400 885,224
------------
Investment Advice - 2.58%
Alliance Capital Management Holding LP 31,400 1,161,800
------------
National Commercial Banks - 4.63%
Bank of America Corp. 10,700 876,544
KeyCorp 13,400 434,428
Union Planters Corp. 25,800 773,484
------------
2,084,456
------------
Pharmaceutical Preparations - 1.73%
Merck & Co., Inc. 16,200 778,896
------------
Plastics Products - 3.20%
Tupperware Corp. 75,500 1,442,050
------------
Real Estate Investment Trusts - 9.88%
Friedman, Billings, Ramsey Group, Inc. 33,935 903,350
Gables Residential Trust 47,000 1,648,760
HRPT Properties Trust 171,100 1,895,788
------------
4,447,898
------------
Telephone Communications - 1.95%
Alltel Corp. 17,000 880,600
------------
TOTAL COMMON STOCKS (Cost $14,773,870) 16,684,244
------------
Preferred Securities - 15.77%
Ameren Corp., 9.750% 43,000 1,209,375
Centurytel, Inc., 6.875% 30,000 753,750
Electronic Data Systems Corp., 7.625% 55,400 997,200
Hillman Group Capital Trust, 11.600% 29,700 787,050
Host Marriott Financial, 6.750% 21,000 1,115,625
Metropolitan Mortgage & Securities, Inc., 9.9984% (b) 118,400 -
Motorola, Inc., 7.000% 13,900 710,637
Realty Income Corp., 9.500% 58,100 1,527,449
Western United Holding, 8.5008% (c) 26,804 -
------------
TOTAL PREFERRED SECURITIES (Cost $10,454,326) 7,101,086
------------
Convertible Preferred Securities - 5.24%
Capstead Mortgage Corp., $1.26 89,200 1,215,350
Cummins Capital Trust I, 7.000% 6,300 394,537
Ford Capital Trust II, 6.500% 14,200 750,825
------------
TOTAL CONVERTIBLE PREFERRED SECURITIES (Cost $1,900,640) 2,360,712
------------
</table>
See accompanying notes which are an integral part of the financial statements.
<page>
IMS Strategic Income Fund
Schedule of Investments - Continued
February 29, 2004 (Unaudited)
<table>
<s> <c> <c>
Mutual Funds - 17.04% Shares Value
------------ ------------
ACM Income Fund, Inc. 126,100 $ 1,081,938
Alliance World Dollar Government Fund II, Inc. 79,400 1,002,028
American Strategic Income III Fund 54,000 723,060
Global High Income Dollar Fund 81,800 1,480,580
PIMCO Corporate Opportunity Fund 107,000 1,797,600
Pioneer High Yield Fund - Class A 131,417 1,590,140
------------
TOTAL MUTUAL FUNDS (Cost $7,330,948) 7,675,346
------------
Principal
Amount
------------
Corporate Bonds - 19.40%
Akamai Technologies Subordinated Convertible Notes, Inc.,
5.500%, 7/1/2007 $ 1,995,000 2,007,469
Goodyear Tire & Rubber Notes, 8.500%, 3/1/2007 580,000 556,800
Land O Lakes, Inc., 8.750%, 11/15/2011 500,000 436,250
Lucent Technologies, Inc., Medium Term Notes, 7.700%, 5/19/2010 1,060,000 991,100
Lucent Technologies, Inc., Medium Term Notes, 8.000%, 5/18/2015 165,000 154,275
Marvel Enterprises Senior Notes, 12.000%, 6/15/2009 1,400,000 1,526,000
NEXTEL Communication Senior Notes, 9.500%, 2/1/2011 600,000 676,500
Public Service Energy Senior Notes, 10.000%, 10/1/2009 660,000 768,075
Qwest Capital Funding Notes, 7.750%, 8/15/2006 340,000 343,400
Rite Aid Corp. Senior Notes, 11.250%, 7/1/2008 670,000 738,675
Service Corp. International Notes, 7.700%, 4/15/2009 500,000 537,500
------------
TOTAL CORPORATE BONDS (Cost $7,856,685) 8,736,044
------------
Certificates of Deposit - 0.00%
Summit Securities CD, 8.50%, 11/29/2007 (b) 250,000 -
Summit Securities CD, 8.50%, 12/26/2007 (b) 300,000 -
------------
TOTAL CERTIFICATES OF DEPOSIT (Cost $550,000) -
------------
Money Market Securities - 3.67%
Huntington Money Market Fund - Investment Shares, 0.20% (a) 1,650,739 1,650,739
------------
TOTAL MONEY MARKET SECURITIES (Cost $1,650,739) 1,650,739
------------
TOTAL INVESTMENTS (Cost $44,517,208) - 98.17% $ 44,208,171
------------
Other assets in excess of liabilities - 1.83% 825,228
------------
TOTAL NET ASSETS - 100.00% $ 45,033,399
============
</table>
(a) Variable rate security; the coupon rate shown represents the rate at
February 29, 2004.
(b) Company has filed Chapter 11. All interest and principal payments have been
halted.
(c) Subsidiary companies have filed Chapter 11.
See accompanying notes which are an integral part of the financial statements.
<page>
<table>
<s> <c> <c>
Options Written February 29, 2004
Shares
Subject
Common Stocks / Expiration Date @ Exercise Price to Call Value
- ----------------------------------------------------------------------------- ------------
Alliance Capital Management Holding LP / March 2004 @ 30 42,000 $ 35,700
</table>
See accompanying notes which are an integral part of the financial statements.
<page>
IMS Strategic Income Fund
Statement of Assets and Liabilities
February 29, 2004 (Unaudited)
<table>
<s> <c>
Assets
Investments in securities, at value (cost $44,517,208) $ 44,208,171
Interest receivable 210,649
Dividends receivable 7,553
Other assets 11,187
Receivable for fund shares sold 732,656
-----------------
Total assets 45,170,216
-----------------
Liabilities
Cost of call options written (Premiums received $20,160) 35,700
Accrued advisory fees 43,781
Redemptions payable 29,124
Accrued trustee fees 1,933
Accrued expenses 26,279
-----------------
Total liabilities 136,817
-----------------
Net Assets $ 45,033,399
=================
Net Assets consist of:
Paid in capital 44,941,009
Accumulated net investment income (loss) (97,948)
Accumulated net realized gain (loss) on investments 514,915
Net unrealized appreciation (depreciation):
On investments (309,037)
On written options (15,540)
-----------------
Net Assets $ 45,033,399
=================
Shares oustanding (unlimited number of shares issued with no par value) 4,089,189
-----------------
Net asset value and offering price per share ($45,033,399 / 4,089,189) $ 11.01
=================
Redemption price per share (a) $ 10.95
=================
</table>
(a) The redemption price per share reflects a redemption fee of 0.50% on
shares redeemed within 90 days of purchase.
See accompanying notes which are an integral part of the financial statements.
<page>
IMS Strategic Income Fund
Statement of Operations
Six months ended February 29, 2004 (Unaudited)
<table>
<s> <c>
Investment Income
Dividend income $ 1,143,739
Interest income 465,137
---------------
Total Income 1,608,876
---------------
Expenses
Investment advisor fee (See note 3) 242,781
Administration expenses 14,346
Transfer agent expenses 13,157
Fund accounting expenses 10,285
Registration expenses 8,424
Auditing expenses 5,641
Custodian expenses 4,925
Legal expenses 3,689
Trustee expenses 2,691
Printing expenses 2,103
Miscellaneous expenses 1,712
Insurance expenses 348
Pricing expenses 223
---------------
Total Expenses 310,325
---------------
Net Investment Income (Loss) 1,298,551
---------------
Realized & Unrealized Gain (Loss)
Net realized gain (loss) on investment securities 605,850
Capital gain income from investments 42,989
Change in net unrealized appreciation (depreciation):
on investment securities (768,032)
on written options (15,540)
---------------
Net realized and unrealized gain (loss) on investment securities (119,193)
---------------
Net increase (decrease) in net assets resulting from operations $ 1,179,358
===============
</table>
See accompanying notes which are an integral part of the financial statements.
<page>
IMS Strategic Income Fund
Statements of Changes In Net Assets
<table>
<s> <c> <c>
Six months ended
Feb. 29, 2004 Period ended
Increase (Decrease) in Net Assets (Unaudited) Aug. 31, 2003 (a)
----------------- --------------
Operations
Net investment income (loss) $ 1,298,551 $ 649,544
Net realized gain (loss) on investment securities 648,839 (60,457)
Change in net unrealized appreciation (depreciation) (768,032) 458,995
----------------- --------------
Net increase (decrease) in net assets resulting from operations 1,179,358 1,048,082
----------------- --------------
Distributions
From net investment income (1,413,431) (632,612)
From net realized gain (73,467) -
----------------- --------------
Total distributions (1,486,898) (632,612)
----------------- --------------
Capital Share Transactions
Proceeds from shares sold 24,302,965 28,991,779
Reinvestment of distributions 1,279,896 562,786
Amount paid for shares repurchased (7,806,830) (2,389,587)
----------------- --------------
Net increase (decrease) in net assets resulting
from share transactions 17,776,031 27,164,978
----------------- --------------
Total Increase (Decrease) in Net Assets 17,468,491 27,580,448
----------------- --------------
Net Assets
Beginning of period 27,580,448 -
----------------- --------------
End of period $ 45,048,939 $ 27,580,448
================= ==============
Accumulated net investment income (loss) $ (97,948) $ 16,932
----------------- --------------
Capital Share Transactions
Shares sold 2,194,467 2,651,244
Shares issued in reinvestment of distributions 116,244 51,196
Shares repurchased (706,525) (217,437)
----------------- --------------
Net increase (decrease) from capital transactions 1,604,186 2,485,003
================= ==============
</table>
(a) For the period of November 5, 2002 (commencement of operations) through
August 31, 2003.
See accompanying notes which are an integral part of the financial statements.
<page>
IMS Strategic Income Fund
Financial Highlights
<table>
<s> <c> <c>
Six months ended
Feb. 29, 2004 Period ended
(Unaudited) Aug. 31, 2003 (a)
-------------------- ----------------
Selected Per Share Data
Net asset value, beginning of period $ 11.10 $ 10.00
-------------------- ----------------
Income from investment operations
Net investment income (loss) 0.37 0.61
Net realized and unrealized gain (loss) (0.04) 1.00
-------------------- ----------------
Total from investment operations 0.33 1.61
-------------------- ----------------
Less Distributions to shareholders:
From net investment income (0.40) (0.51)
From net realized gain (0.02) -
-------------------- ----------------
Total distributions (0.42) (0.51)
-------------------- ----------------
Net asset value, end of period $ 11.01 $ 11.10
==================== ================
Total Return (b) 3.03% 16.31%
Ratios and Supplemental Data
Net assets, end of period (000) $ 45,033 $ 27,580
Ratio of expenses to average net assets (c) 1.61% 1.96%
Ratio of expenses to average net assets
before waiver & reimbursement (c) 1.61% 2.14%
Ratio of net investment income to
average net assets (c) 6.72% 6.77%
Ratio of net investment income to
average net assets before waiver & reimbursement (c) 6.72% 6.58%
Portfolio turnover rate 50.51% 18.01%
</table>
(a) For the period November 5, 2002 (commencement of operations) to August 31,
2003.
(b) Not annualized.
(c) Annualized.
See accompanying notes which are an integral part of the financial statements.
<page>
IMS Strategic Income Fund
Notes to Financial Statements
February 29, 2004
(Unaudited)
NOTE 1. ORGANIZATION
The IMS Strategic Income Fund (the "Fund") was organized as a non-diversified
series of AmeriPrime Funds (the "Trust") on September 30, 2002 and commenced
operations on November 5, 2002. The Trust is an open-end investment company
established under the laws of Ohio by an Agreement and Declaration of Trust
dated August 8, 1995 (the "Trust Agreement"). The Trust Agreement permits the
Trustees 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 authorized by the Trustees. The investment objective of the Fund is to
provide current income. The investment advisor of the Fund is IMS Capital
Management, Inc. (the "Advisor").
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 - Equity securities generally are valued by using
market quotations, but may be valued on the basis of prices furnished by a
pricing service when the Advisor believes such prices accurately reflect the
fair market value of such securities. Securities that are traded on any stock
exchange are generally valued by the pricing service at the last quoted sale
price. Lacking a last sale price, an exchange traded security is generally
valued by the pricing service at its last bid price. Securities traded in the
NASDAQ over-the-counter market are generally valued by the pricing service at
the NASDAQ Official Closing Price. When market quotations are not readily
available, when the Advisor determines that the market quotation or the price
provided by the pricing service does not accurately reflect the current market
value or when restricted or illiquid securities are being valued, such
securities are valued as determined in good faith by the Advisor, in conformity
with guidelines adopted by and subject to review of the Board of Trustees of the
Trust.
Fixed income securities generally are valued by using market quotations,
but may be valued on the basis of prices furnished by a pricing service when the
Advisor believes such prices accurately reflect the fair market value of such
securities. A pricing service utilizes electronic data processing techniques
based on yield spreads relating to securities with similar characteristics to
determine prices for normal institutional-size trading units of debt securities
without regard to sale or bid prices. 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, 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, which the Board has determined will represent fair
value.
Option writing - When the Fund writes an option, an amount equal to the
premium received by the Fund is recorded as a liability and is subsequently
adjusted to the current fair value of the option written. Premiums received from
writing options that expire unexercised are treated by the Fund on the
expiration date as realized gains from investments. The difference between the
premium and the amount paid on effecting a closing purchase transaction,
including brokerage commissions, is also treated as a realized gain, or if the
premium is less than the amount paid for the closing purchase transaction, as a
realized loss. If a call option is exercised, the premium is added to the
proceeds from the sale of the underlying security or currency in determining
whether the Fund has realized a gain or loss. If a put option is exercised, the
premium reduces the cost basis of the securities purchased by the Fund. The Fund
as writer of an option bears the market risk of an unfavorable change in the
price of the security underlying the written option.
<page>
IMS Strategic Income Fund
Notes to Financial Statements
February 29, 2004 - continued
(Unaudited)
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - continued
Federal Income Taxes- There is no provision for federal income tax. The Fund
intends to continue to qualify each year as a "regulated investment company"
under subchapter 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.
NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Fund retains IMS Capital Management, Inc. to manage the Fund's
investments. Under the terms of the management agreement (the "Agreement"), the
Advisor manages the Fund's investments subject to approval of the Board of
Trustees. As compensation for its management services, the Fund is obligated to
pay the Advisor a fee computed and accrued daily and paid monthly at an annual
rate of 1.26% of the average daily net assets of the Fund. For the six months
ended February 29, 2004, the Advisor earned a fee of $242,781 from the Fund. At
February 29, 2004, the Fund owed the Advisor $43,781 for its advisory services.
The Advisor has contractually agreed to waive all or a portion of its fees
and/or reimburse expenses of the Fund, but only to the extent necessary to
maintain total operating expenses (excluding brokerage costs, borrowing costs,
taxes and extraordinary expenses) at 1.96% of average daily net assets of the
Fund, through October 31, 2006. For the six months ended February 29, 2004, the
Advisor did not have to waive fees or reimburse the Fund for expenses. Any
waiver or reimbursement of organizational or operating expenses by the Advisor
is subject to repayment by the Fund within the three fiscal years following the
year ending August 31, 2003, if the Fund is able to make the payment without
exceeding the above described expense limitations.
The Fund 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. For those
services Unified receives a monthly fee from the Fund equal to an annual rate of
0.10% of the Fund's average daily net assets under $50 million, 0.07% of the
Fund's average daily net assets from $50 million to $100 million, and 0.05% of
the Fund's average daily net assets over $100 million (subject to a minimum fee
of $2,500 per month). For the six months ended February 29, 2004, Unified earned
$14,346 from the Fund.
The Fund also retains Unified to act as the Fund's transfer agent and fund
accountant. 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 these transfer agency services. For the six months ended February
29, 2004, Unified received fees of $8,041 from the Fund for transfer agent
services provided to the Fund and $5,116 from the Fund in reimbursement for
out-of-pocket expenses incurred in providing transfer agent Fund
<page>
IMS Strategic Income Fund
Notes to Financial Statements
February 29, 2004 - continued
(Unaudited)
NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - continued
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, 0.03% of the
Fund's assets from $100 million to $150 million, and 0.02% of the Fund's net
assets over $150 million (subject to a monthly minimum fee of $1,667). For the
six months ended February 29, 2004, Unified earned $10,285 from the Fund.
Certain Trustees and the officers of the Trust are employees of Unified and/or
shareholders of Unified Financial Services, Inc. (the parent company of
Unified).
The Fund retains Unified Financial Securities, Inc., (the "Distributor") a
wholly owned subsidiary of Unified Financial Services, Inc., to act as the
principal distributor of its shares. There were no payments made to the
Distributor for the six months ended February 29, 2004 from the Fund. Certain
Trustees have an ownership interest in Unified Financial Services, Inc. (the
parent company of the Distributor), and an officer of the Trust is an officer of
the Distributor. As a result, those persons may be deemed to be affiliates of
the Distributor.
NOTE 4. INVESTMENTS
For the six months ended February 29, 2004, purchases and sales of investment
securities, other than short-term investments and short-term U.S. government
obligations were as follows:
Purchases
U.S. Government Obligations $ -
Other 35,714,106
Sales
U.S. Government Obligations $ -
Other 18,465,307
As of February 29, 2004, the net unrealized depreciation of investments for tax
purposes was as follows:
Gross Appreciation $ 4,152,749
Gross (Depreciation) (4,477,326)
---------------
Net Depreciation
on Investments $ (324,577)
===============
At February 29, 2004, the aggregate cost of securities for federal income tax
purposes was $44,517,208.
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>
IMS Strategic Income Fund
Notes to Financial Statements
February 29, 2004 - continued
(Unaudited)
NOTE 6. RELATED PARTY TRANSACTIONS
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 February 29, 2004,
National Financial Securities Corp. held 53.92% of the Fund in an omnibus
account for the benefit of others.
NOTE 7. CALL OPTIONS WRITTEN
Transactions in options written during the six months ended February 29, 2004
for the Fund was as follows:
Number
of Premiums
Contracts Received
------------- -----------
Options outstanding at August 31, 2003 - $ -
Options written 420 20,160
Options terminated in closing purchase transactions - -
Options expired - -
Options exercised - -
------------- -----------
Options outstanding at February 29, 2004 420 $ 20,160
============= ===========
NOTE 8. DISTRIBUTIONS TO SHAREHOLDERS
The Fund distributions for the period ended August 31, 2003 was as follows:
Distributions paid from: 2003
-------------
Ordinary income $ 632,612
Short-term Capital Gain -
Long-term Capital Gain -
-------------
$ 632,612
=============
For the six months ended February 29, 2004, the Fund paid monthly income
distributions totaling $0.3999 per share. On December 18, 2003, the Fund paid a
short-term capital gain distribution of $0.0196 per share to shareholders of
record on December 17, 2003. The Fund paid ordinary income dividends of
$1,413,431 and short-term capital gains of $73,467.
NOTE 9. CHANGE IN ACCOUNTANTS
On March 14, 2004, Cohen McCurdy, Ltd. ("Cohen") was selected to replace McCurdy
& Associates CPA's, Inc. ("McCurdy") as the Fund's independent auditor for the
2004 fiscal year. The Trust's selection of Cohen was approved by both the Audit
Committee and the Board of Trustees.
<page>
IMS Strategic Income Fund
Notes to Financial Statements
February 29, 2004 - continued
(Unaudited)
NOTE 9. CHANGE IN ACCOUNTANTS - continued
McCurdy's report on the Fund's financial statements as of August 31, 2003 did
not contain an adverse opinion or a disclaimer of opinion and was not qualified
or modified as to uncertainty, audit scope or accounting principles. At the
financial statements date and through the date of the engagement of Cohen, there
were no disagreements between the Fund and McCurdy on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, that, if not resolved to the satisfaction of McCurdy, would have
caused it to make reference to the subject matter of the disagreement in
connection with its reports on the financial statements for such years.
<page>
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 by calling the Fund at (800) 934-5550.
TRUSTEES
Timothy L. Ashburn, Chairman
Gary E. Hippenstiel
Stephen A. Little
Daniel J. Condon
Ronald C. Tritschler
OFFICERS
Timothy L. Ashburn, President and Asst. Secretary
Thomas G. Napurano, Chief Financial Officer and Treasurer
Carol J. Highsmith, Secretary
INVESTMENT ADVISOR
IMS Capital Management, Inc.
8995 S.E. Otty Road
Portland, OR 97266
DISTRIBUTOR
Unified Financial Securities, Inc.
431 N. Pennsylvania Street
Indianapolis, Indiana 46204
INDEPENDENT ACCOUNTANTS
Cohen McCurdy, Ltd.
27955 Clemens Rd.
Westlake, OH 44145
LEGAL COUNSEL
Thompson Hine, LLP
312 Walnut St., Suite 1400
Cincinnati, OH 45202
CUSTODIAN
U.S. Bank, N.A.
425 Walnut St.
Cincinnati, OH 45202
ADMINISTRATOR, TRANSFER AGENT
AND FUND ACCOUNTANT
Unified Fund Services, Inc.
431 N. Pennsylvania Street
Indianapolis, Indiana 46204
This report is intended only for the information of shareholders or those who
have received the Fund's prospectus which contains information about the Fund's
management fee and expenses. Please read the prospectus carefully before
investing.
Distributed by Unified Financial Securities, Inc.
Member NASD/SIPC
<page>
Item 2. Code of Ethics. Not Applicable
Item 3. Audit Committee Financial Expert. Not Applicable
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. Purchases of Equity Securities by Closed-End Funds. Not applicable.
Item 9. Submission of Matters to a Vote of Security Holders. Not Required
Item 10. Controls and Procedures.
(a) Based on an evaluation of the registrant's disclosure controls and
procedures as of April 7, 2004, 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 11. Exhibits.
(a)(1) Not Applicable
(a)(2) Certifications by the registrant's principal executive officer and
principal financial officer, pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002 and required by Rule 30a-2under the Investment
Company Act of 1940 are filed herewith.
(a)(3) Not Applicable
(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 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 Funds
By
* /s/ Timothy Ashburn
------------------------------------
Timothy Ashburn, President
Date May 10, 2004
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 May 10, 2004
By
* /s/ Thomas Napurano
--------------------------------------------------------------
Thomas Napurano, Chief Financial Officer and Treasurer
Date May 10, 2004
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