UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERITIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-09096
--------------------------------------------
AmeriPrime Funds
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Unified Fund Services, Inc.
431 N. Pennsylvania Street
Indianapolis, IN 46204
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Lynn E. Wood
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: 10/31
--------------------
Date of reporting period: 04/30/04
-----------
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>
================================================================================
AAM Equity Fund
================================================================================
Semi-Annual Report
April 30, 2004
(Unaudited)
Fund Advisor:
Appalachian Asset Management, Inc.
1018 Kanawha Boulevard East
Suite 301
Charleston, West Virginia 25301
Toll Free (888) 905-2283
<page>
AAM Equity Fund
Schedule of Investments
April 30, 2004 (Unaudited)
<table>
Common Stocks - 96.77% Shares Value
----------- --------------
Beverages - 1.67%
Coca-Cola Co. 4,725 $ 238,943
--------------
Biological Products - 1.57%
Amgen, Inc. (a) 4,000 225,080
--------------
Chemical & Allied Products - 2.21%
Dow Chemical Co. 8,000 317,520
--------------
Computer Communication Equipment - 1.38%
Cisco Systems, Inc. (a) 9,475 197,743
--------------
Crude Petroleum & Natural Gas - 2.40%
EOG Resourses, Inc. 7,000 344,750
--------------
Electromedical & Electrotherapeutic Apparatus - 1.58%
Medtronic, Inc. 4,500 227,070
--------------
Electronic & Other Electrical Equipment - 1.72%
General Electric Co. 8,225 246,339
--------------
Electronic Computers - 2.45%
Dell Computer Corp. (a) 10,100 350,571
--------------
Finance Services - 3.43%
American Express Co. 5,400 264,330
First Data Corp. 5,000 226,950
--------------
491,280
--------------
Fire, Marine & Casualty Insurance - 4.22%
Berkshire Hathaway, Inc. - Class B (a) 100 311,900
Markel Corp. (a) 1,000 293,010
--------------
604,910
--------------
Food & Kindred Products - 1.54%
Altria Group, Inc. 4,000 221,520
--------------
Hospital & Medical Service Plans - 2.08%
Anthem, Inc. (a) 3,375 298,958
--------------
Industrial Inorganic Chemicals - 2.55%
Praxair, Inc. 10,000 365,500
--------------
See accompanying notes which are an integral part of the financial statements.
1
<page>
AAM Equity Fund
Schedule of Investments - continued
April 30, 2004 (Unaudited)
Common Stocks - 96.77% - continued Shares Value
----------- --------------
Life Insurance - 1.87%
Jefferson-Pilot Corp. 5,400 $ 267,786
--------------
Malt Beverages - 2.86%
Anheuser-Busch Co. 8,000 409,920
--------------
Miscellaneous Manufacturing Industries - 1.84%
International Game Technology 7,000 264,180
--------------
National Commercial Banks - 3.95%
Citigroup, Inc. 7,000 336,630
SunTrust Banks, Inc. 3,375 229,669
--------------
566,299
--------------
Oil & Gas Field Services - 1.22%
Schlumberger Ltd. 3,000 175,590
--------------
Orthopedic, Prosthetic & Surgical Appliances & Supplies - 1.67%
Zimmer Holdings Inc. 3,000 239,550
--------------
Perfumes, Cosmetics & Other Toilet Preparations - 3.21%
Colgate-Palmolive Co. 4,000 231,520
Estee Lauder Companies, Inc. - Class A 5,000 228,550
--------------
460,070
--------------
Personal Credit Institutions - 1.83%
Capital One Financial Corp. 4,000 262,120
--------------
Petroleum Refining - 6.80%
BP Plc. (c) 5,000 264,500
Exxon Mobil Corp. 8,000 340,400
Murphy Oil Corp. 5,400 369,900
--------------
974,800
--------------
Pharmaceutical Preparations - 7.68%
Astrazenica PLC (c) 6,000 287,100
Eli Lilly & Co. 3,000 221,430
Johnson & Johnson 5,000 270,150
Pfizer, Inc. 9,000 321,840
--------------
1,100,520
--------------
Radio & TV Broadcasting & Communications Equipment - 2.20%
Nokia Corp. (c) 22,500 315,225
--------------
See accompanying notes which are an integral part of the financial statements.
2
<page>
AAM Equity Fund
Schedule of Investments - continued
April 30, 2004 (Unaudited)
Common Stocks - 96.77% - continued Shares Value
----------- --------------
Radiotelephone Communications - 3.51%
Dominion Resouces, Inc. 4,050 $ 258,430
Vodafone Group Plc. (c) 10,000 245,400
--------------
503,830
--------------
Retail - Auto Dealers & Gasoline Stations - 1.54%
Carmax, Inc. (a) 8,500 220,320
--------------
Retail - Drug Stores & Proprietary Stores - 1.92%
Walgreen Co. 8,000 275,840
--------------
Retail - Lumber & Other Building Materials Dealers - 1.45%
Lowe's Companies Inc. 4,000 208,240
--------------
Rolling Drawing & Extruding of Nonferrous Metals - 2.78%
Tredegar Corp. 30,000 398,700
--------------
Savings Institutions, Not Federally Chartered - 1.65%
Washington Mutual, Inc. 6,000 236,340
--------------
Security Brokers, Dealers & Flotation Companies - 2.02%
Goldman Sachs Group, Inc. 3,000 289,500
--------------
Semiconductors & Related Devices - 1.79%
Intel Corp. 10,000 257,300
--------------
Services - Miscellaneous Amusement & Recreation - 1.85%
Harrahs Entertainment, Inc. 5,000 265,900
--------------
Services - Motion Picture & Video Tape Production - 2.43%
Fox Entertainment Group, Inc. - Class A (a) 12,500 348,125
--------------
Services - Prepackaged Software - 3.74%
Microsoft Corp. 16,000 415,520
VERITAS Software Corp. (a) 4,500 120,015
--------------
535,535
--------------
Ship & Boat Building & Preparing - 2.42%
General Dynamics Corp. 3,700 346,394
--------------
State Commercial Banks - 1.63%
Bank of New York, Inc. 8,000 233,120
--------------
See accompanying notes which are an integral part of the financial statements.
3
<page>
AAM Equity Fund
Schedule of Investments - continued
April 30, 2004 (Unaudited)
Common Stocks - 96.77% - continued Shares Value
----------- --------------
Transportation Services - 1.44%
InteractiveCorp (a) 6,500 $ 207,155
--------------
Wholesale - Groceries & Related Products - 2.67%
Sysco Corp. 10,000 382,500
--------------
TOTAL COMMON STOCKS (Cost $12,015,861) 13,875,043
--------------
Money Market Securities - 3.46%
Huntington Money Market Fund - Investment Shares, 0.20% (b) 496,560 $ 496,560
--------------
TOTAL MONEY MARKET SECURITIES (Cost $496,560) 496,560
--------------
TOTAL INVESTMENTS (Cost $12,512,421) - 100.23% $ 14,371,603
--------------
Liabilities in excess of other assets - (0.23)% (33,727)
--------------
TOTAL NET ASSETS - 100.00% $ 14,337,876
==============
(a) Non-income producing.
(b) Variable rate security; the coupon rate shown represents the rate at April
30, 2004.
(c) American Depositary Receipts.
See accompanying notes which are an integral part of the financial statements.
4
<page>
AAM Equity Fund
Statement of Assets and Liablilites
April 30, 2004 (Unaudited)
Assets
Investments in securities, at value (cost $12,512,421) $ 14,371,603
Dividends receivable 10,562
Receivable for fund shares sold 3,658
Interest receivable 106
------------------
Total assets 14,385,929
------------------
Liabilities
Payable for fund shares redeemed 33,053
Payable to advisor 14,405
Trustee fees accrued 595
------------------
Total liabilities 48,053
------------------
Net Assets $ 14,337,876
==================
Net Assets consist of:
Paid in capital 12,318,664
Accumulated undistributed net investment income 13,095
Accumulated net realized gain from investment transactions 146,935
Net unrealized appreciation on investments 1,859,182
------------------
Net Assets $ 14,337,876
==================
Shares outstanding (unlimited number of shares authorized) 1,393,629
------------------
Net Asset Value,
offering price and redemption price per share $ 10.29
==================
See accompanying notes which are an integral part of the financial statements.
5
<page>
AAM Equity Fund
Statement of Operations
Six months ended April 30, 2004 (Unaudited)
Investment Income
Dividend income $ 121,866
Interest income 506
---------------
Total Income 122,372
---------------
Expenses
Investment advisor fee 95,106
Trustee expenses 1,074
---------------
Total Expenses 96,180
Less: Reimbursement by advisor (a) (1,074)
---------------
Net operating expenses 95,106
---------------
Net Investment Income 27,266
---------------
Realized & Unrealized Gain (Loss)
Net realized gain on investment securities 1,130,141
Change in net unrealized appreciation (depreciation)
on investment securities (169,847)
---------------
Net realized and unrealized gain on investment securities 960,294
---------------
Net increase in net assets resulting from operations $ 987,560
===============
(a) See note 3 to the financial statements.
See accompanying notes which are an integral part of the financial statements.
6
<page>
AAM Equity Fund
Statements of Changes In Net Assets
Six months ended
April 30, 2004 Year ended
(Unaudited) October 31, 2003
----------------------- ---------------------
Operations
Net investment income $ 27,266 $ 59,212
Net realized gain (loss) on investment securities 1,130,141 (393,606)
Change in net unrealized appreciation (depreciation) (169,847) 2,830,509
----------------------- ---------------------
Net increase in net assets resulting from operations 987,560 2,496,115
----------------------- ---------------------
Distributions
From net investment income (60,011) (70,691)
----------------------- ---------------------
Total distributions (60,011) (70,691)
----------------------- ---------------------
Capital Share Transactions
Proceeds from shares sold 3,255,037 10,047,931
Reinvestment of distributions 3,501 5,718
Amount paid for shares repurchased (7,078,747) (3,105,260)
----------------------- ---------------------
Net increase (decrease) in net assets resulting
from capital share transactions (3,820,209) 6,948,389
----------------------- ---------------------
Total Increase (Decrease) in Net Assets (2,892,660) 9,373,813
----------------------- ---------------------
Net Assets
Beginning of period 17,230,536 7,856,723
----------------------- ---------------------
End of period $ 14,337,876 $ 17,230,536
======================= =====================
Accumulated undistributed net investment income $ 13,095 $ 45,840
----------------------- ---------------------
Capital Share Transactions
Shares sold 312,106 1,173,999
Shares issued in reinvestment of distributions 339 664
Shares repurchased (676,255) (343,834)
----------------------- ---------------------
Net increase (decrease) from capital share transactions (363,810) 830,829
======================= =====================
See accompanying notes which are an integral part of the financial statements.
7
<page>
AAM Equity Fund
Financial Highlights
(For a share outstanding throughout each year)
Year Ended October 31
Six months ended -----------------------------------------------------
April 30, 2004
(Unaudited) 2003 2002 2001 2000 1999
---------------- -------- -------- --------- -------- --------
Selected Per Share Data
Net asset value, beginning of period $ 9.80 $ 8.48 $ 9.63 $ 11.53 $ 10.99 $ 9.43
---------------- -------- -------- --------- -------- --------
Income from investment operations
Net investment income 0.02 0.04 0.09 0.05 0.03 0.05
Net realized and unrealized gain (loss) 0.51 1.36 (1.19) (1.92) 0.55 1.53
---------------- -------- -------- --------- -------- --------
Total from investment operations 0.53 1.40 (1.10) (1.87) 0.58 1.58
---------------- -------- -------- --------- -------- --------
Less Distributions to shareholders:
From net investment income (0.04) (0.08) (0.05) (0.03) (0.04) (0.02)
---------------- -------- -------- --------- -------- --------
Total distributions (0.04) (0.08) (0.05) (0.03) (0.04) (0.02)
---------------- -------- -------- --------- -------- --------
Net asset value, end of period $ 10.29 $ 9.80 $ 8.48 $ 9.63 $ 11.53 $ 10.99
================ ======== ======== ========= ======== ========
Total Return 5.36% (a) 16.58% -11.49% -16.28% 5.28% 16.74%
Ratios and Supplemental Data
Net assets, end of period (000) $ 14,338 $17,231 $ 7,857 $ 5,371 $ 5,295 $ 4,337
Ratio of expenses to average net assets 1.15% (b) 1.20% 1.33% 1.30% 1.35% 1.35%
Ratio of expenses to average net assets
before waiver & reimbursement 1.16% (b) 1.15% 1.20% 1.15% 1.15% 1.15%
Ratio of net investment income to
average net assets 0.33% (b) 0.41% 0.83% 0.30% 0.02% 0.23%
Ratio of net investment income to
average net assets before waiver & reimbursement 0.32% (b) 0.47% 0.95% 0.46% 0.22% 0.43%
Portfolio turnover rate 13.92% 34.26% 20.06% 21.63% 32.79% 27.34%
</table>
(a) Not annualized.
(b) Annualized.
See accompanying notes which are an integral part of the financial statements.
8
<page>
AAM Equity Fund
Notes to the Financial Statements
April 30, 2004
(Unaudited)
NOTE 1. ORGANIZATION
AAM Equity Fund (the "Fund") was organized as a diversified series of the
AmeriPrime Funds (the "Trust") on June 30, 1998. The Trust is a registered
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 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 authorized by the Board.
The Fund's investment objective is to provide long-term capital appreciation.
The Fund's advisor is Appalachian Asset 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, 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, which the
Board has determined will represent fair value.
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
9
AAM Equity Fund
Notes to the Financial Statements
April 30, 2004 - continued
(Unaudited)
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - continued
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 typically distributes substantially all
of its net investment income in the form of dividends and taxable capital gains
to its shareholders. These distributions are automatically reinvested in the
Fund unless shareholders request cash distributions on their application or
through a written request. The Fund expects that its distributions will consist
primarily of capital gains and will be made at least annually.
NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Fund's investment advisor is Appalachian Asset Management, Inc. Under the
terms of the management agreement (the "Agreement"), the Advisor manages the
Fund's investments subject to approval of the Board of Trustees and pays all of
the expenses of the Fund except brokerage fees and commissions, taxes, borrowing
costs (such as (a) interest and (b) dividend expenses on securities sold short),
fees and expenses of non-interested person trustees and extraordinary expenses
(including organizational expenses). As compensation for its management services
and agreement to pay the Fund's expenses, the Fund is obligated to pay the
Advisor a fee computed and accrued daily and paid monthly at an annual rate of
1.15% of the average daily net assets of the Fund. For the six months ended
April 30, 2004, the Advisor was contractually entitled to receive fees of
$95,106 from the Fund. The Advisor has contractually agreed through February 28,
2005 to reimburse the Fund for the fees and expenses of the disinterested
Trustees to the extent necessary to maintain the Fund's total annual operating
expenses at 1.15% of average daily net assets. For the six months ended April
30, 2004, the Advisor has waived fees of $1,074. As of April 30, 2004, the Fund
owed the Advisor $14,405.
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, fund accounting and
transfer agency services, including all regulatory reporting and necessary
office equipment and personnel. The Advisor paid all administrative, transfer
agency and fund accounting fees on behalf of the Fund per the Agreement. Certain
Trustees and the officers of the Trust are employees of Unified and/or
shareholders of Unified Financial Services, Inc. (the parent of Unified).
Unified Financial Securities, Inc. (the "Distributor") acts as the principal
distributor of the Fund's shares. There were no payments made by the Fund to the
Distributor during the six months ended April 30, 2004. 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 April 30, 2004, purchases and sales of investment
securities, other than short-term investments and short-term U.S. government
obligations were as follows:
10
AAM Equity Fund
Notes to the Financial Statements
April 30, 2004 - continued
(Unaudited)
NOTE 4. INVESTMENTS - continued
Purchases
U.S. Government Obligations $ -
Other 2,206,930
Sales
U.S. Government Obligations $ -
Other 4,390,915
As of April 30, 2004, the net unrealized appreciation of investments for tax
purposes was as follows:
Gross Appreciation $ 2,051,281
Gross (Depreciation) (192,099)
---------------
Net Appreciation
on Investments $ 1,859,182
===============
At April 30, 2004, the aggregate cost of securities for federal income tax
purposes was $12,512,421.
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.
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 April 30, 2004,
RSBCO was the record owner of 90.71% of the outstanding shares of the Fund.
Shares held by RSBCO are beneficially owned by discretionary investment advisory
clients of KI&T Holdings, Inc. and Argent Advisors, Inc. (a subsidiary of Argent
Financial Group, Inc.). As a result, KI&T and Argent may be deemed to
beneficially own these shares and may be deemed to control the Fund.
NOTE 7. CAPITAL LOSS CARRYFORWARDS
At October 31, 2003, the Fund had available for federal tax purposes an unused
capital loss carryforward of $983,206, which is available for offset against
future taxable net capital gains. These loss carryforwards expire as follows:
Year of Expiration Amount
- --------------------- -------------
2006 $ 15,559
2007 74,070
2009 117,061
2011 776,516
11
<page>
AAM Equity Fund
Notes to the Financial Statements
April 30, 2004 - continued
(Unaudited)
NOTE 8. DISTRIBUTION TO SHAREHOLDERS
The tax character of distributions paid during fiscal years 2003 and 2002 were
as follows.
2003 2002
------------- ---------------
Ordinary income $ 70,691 $ 28,581
Long-term Capital Gain - -
------------- ---------------
Total distributions paid $ 70,691 $ 28,581
============= ===============
As of October 31, 2003, the components of distributable earnings/(accumulated
losses) on a tax basis were as follows:
Undistributed ordinaryincome/(accumulated losses) $ 45,840
Undistributed long-term capital gain/(accumulated losses) (983,206)
Unrealized appreciation/(depreciation) 2,029,029
---------------
$ 1,091,663
===============
On December 29, 2003, the Fund paid an investment income dividend of $.0351 per
share to shareholders of record on December 26, 2003. The total amount of the
income dividend paid was $60,011.
NOTE 9. CHANGE OF AUDITORS
On March 3, 2004, McCurdy & Associates CPA's, Inc. ("McCurdy") notified the Fund
of its intention to resign as the Fund's independent auditors upon selection of
replacement auditors.
On March 14, 2004, the Fund's Audit Committee and Board selected Cohen McCurdy,
Ltd. ("Cohen") to replace McCurdy as the Fund's auditors for the fiscal year
ending October 31, 2004 to be effective upon the resignation of McCurdy.
On March 14, 2004, upon receipt of notice that Cohen was selected as the Fund's
auditor, McCurdy resigned as independent auditors to the Fund. McCurdy's reports
on the Fund's financial statements for the fiscal years ended October 31, 2003
and 2002 contained no adverse opinion or a disclaimer of opinion nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.
During the two-year period ended October 31, 2003 through the date of engagement
of Cohen, there were no disagreements with McCurdy on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to the satisfaction of McCurdy, would have
caused McCurdy to make reference to the subject matter of the disagreements in
connection with its reports on the Fund's financial statements for such periods.
Neither the Fund nor anyone on its behalf consulted with Cohen on items which
(i) concerned the application of accounting principles to a specified
transaction, either completed or proposed or the type of audit opinion that
might be rendered on the Fund's financial statements as a result of such
consultations or (ii) concerned the subject of a disagreement (as defined in
paragraph (a)(1)(iv) of Item 304 of Regulation S-K) or a reportable event (as
described in paragraph (a)(1)(v) of said Item 304).
12
AAM Equity Fund
Notes to the Financial Statements
April 30, 2004 - continued
(Unaudited)
NOTE 10. SUBSEQUENT EVENT
As of May 17, 2004, AAM Investments, LLC acquired all of the outstanding shares
of the Advisor from KI&T Holdings, Inc. and Argent Financial Group, Inc. The
transition resulted in a change of control of the Advisor, which terminated the
management agreement between the Advisor and the Fund. An interim management
agreement approved by the Board of Trustees in advance of the termination took
effect on May 17, 2004 following the change of control. Subject to shareholder
approval, the Board of Trustees on June 7, 2004 approved a new management
agreement for the Fund.
13
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 1-888-905-2283 and in documents filed with
the SEC on the SEC's website at www.sec.gov.
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
Appalachian Asset Management
1018 Kanawha Boulevard East
Suite 301
Charleston, West Virginia 25301
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
14
<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. Schedule of Investments. Not Applicable - schedule filed with Item 1.
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. The registrant has
not adopted procedures by which shareholders may recommend nominees to the
registrant's board of trustees.
Item 10. Controls and Procedures.
(a) Based on an evaluation of the registrant's disclosure controls and
procedures as of June 24, 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.
<page>
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
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Timothy Ashburn, President
Date 7/1/04
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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
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Timothy Ashburn, President
Date 7/1/04
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By
* /s/ Thomas G. Napurano
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Thomas Napurano, Chief Financial Officer and Treasurer
Date 7/1/04
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