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)
Unified Fund Services, Inc.
431 N. Pennsylvania Street
Indianapolis, IN 46204
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Freddie Jacobs, Jr.
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
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Date of reporting period: 10/31/04
-----------
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
================================================================================
ANNUAL REPORT
OCTOBER 31, 2004
FUND ADVISOR:
APPALACHIAN ASSET MANAGEMENT, INC.
1018 KANAWHA BOULEVARD EAST
SUITE 301
CHARLESTON, WEST VIRGINIA 25301
TOLL FREE (888) 905-2283
<page>
MANAGEMENT'S DISCUSSION AND ANALYSIS
Dear Shareholder:
In review of the last twelve months ended October 31, 2004, the AAM Equity
Fund was up 6.89% while the S&P 500 Index was up 9.41%. Your AAM Equity Fund
has continued to focus on a more evenly weighted industry sector approach and
has attempted to avoid chasing market trends. As such, the Fund has lagged
behind the market the last twelve months. The overall stock market has been
quite volatile over the last twelve months, and many investors are surprised
to learn the market is up almost 10%. The majority of the stocks in the Fund
have performed as expected over the last year, and the strengthening economy
and low interest rates should be a good environment for stocks in the near
future.
As I write this letter I have the pleasure of knowing the recent Presidential
results. I was optimistic for the stock market before the election, and with
the reelection of President Bush, I feel fairly confident that this
administration may be accommodative for the stock market. The AAM Equity Fund
is designed to provide long term value relative to the stock market, and in
this vain, I have made no substantive changes to our portfolio based on the
Presidential election results. I continue to be bullish on the tax law
changes that affect dividends and the lower capital gains rate.
Our largest sector weightings have been in health care and financial stocks
over the past year. The financial sector has done well for us but health care
has continued to lag the market. I am quite optimistic long term that health
care may begin to realize its value and the consumer sector may show added
strength in the coming months.
All eyes will now be focused on what policy changes Mr. Bush implements early
in his next administration, and what, if any, effect the coming elections in
Iraq will have on foreign policy and the reduction in terrorist concerns. As
your investment manager, I will continue to keep my eye on the current market
trends but manage the portfolio for long-term growth.
Thank you for your ownership of the AAM Equity Fund, and I look forward to
serving you in the future.
Sincerely,
/s/ Knox H. Fuqua
Knox H. Fuqua
President
Appalachian Asset Management, Inc.
1
<page>
INVESTMENT RESULTS
<table>
AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIODS ENDING OCTOBER 31, 2004)
SINCE INCEPTION
ONE YEAR FIVE YEAR JUNE 30, 1998
------------ ------------ ---------------------
AAM EQUITY FUND 6.89% -0.56% 1.08%
S&P 500 INDEX 9.41% -2.22% 1.43%
DOW JONES INDUSTRIAL AVERAGE 4.45% 0.59% 3.73%
</table>
THE PERFORMANCE QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE
FUTURE RESULTS. The investment return and principal value of an investment
will fluctuate so that an investor's shares, when redeemed, may be worth more
or less than their original cost. The returns shown do not reflect the
deduction of taxes that a shareholder would pay on fund distributions or the
redemption of fund shares. Current performance of the Fund may be lower or
higher than the performance quoted. The Fund's investment objectives, risks,
charges and expenses must be considered carefully before investing.
Performance data current to the most recent month end may be obtained by
calling 1-888-905-2283.
* Return figures reflect any change in price per share and assume the
reinvestment of all distributions.
** The Indexes are unmanaged benchmarks that assume reinvestment of all
distributions and exclude the effect of taxes and fees. The S&P 500 Index
and Dow Jones Industrial Average are widely recognized unmanaged indexes
representative of broader markets and ranges of securities than is found in
the Fund's portfolio. Individuals cannot invest directly in the Indexes;
however, an individual can invest in ETFs or other investment vehicles that
attempt to track the performance of a benchmark index.
The Fund is distributed by Unified Financial Securities, Inc.
2
<page>
GROWTH OF A $10,000 INVESTMENT IN THE AAM EQUITY FUND, S&P 500 INDEX AND THE DOW
JONES INDUSTRIAL AVERAGE
[GRAPHIC OMITTED]
AAM Equity Fund DJIA S&P 500 Index
6/30/1998 10,000.00 10,000.00 10,000.00
10/31/1998 9,430.00 9,650.96 9,739.10
4/30/1999 11,120.00 12,220.16 11,915.10
10/31/1999 11,008.58 12,248.75 12,241.50
4/30/2000 11,821.53 12,342.99 13,121.55
10/31/2000 11,590.33 12,716.06 12,986.08
4/30/2001 10,962.97 12,545.97 11,420.17
10/31/2001 9,703.43 10,701.96 9,753.89
4/30/2002 10,401.12 11,835.03 9,978.32
10/31/2002 8,588.27 10,105.91 8,280.52
4/30/2003 8,765.63 10,322.65 8,650.79
10/31/2003 10,012.02 12,074.02 10,000.89
4/30/2004 10,548.38 12,729.09 10,627.93
10/31/2004 10,702.15 12,611.50 10,941.54
The chart above assumes an initial investment of $10,000 made on June 30, 1998
(commencement of Fund operations) and held through October 31, 2004. THE
FUND'S RETURN REPRESENTS PAST PERFORMANCE AND DOES NOT GUARANTEE FUTURE
RESULTS. The returns shown do not reflect the deduction of taxes that a
shareholder would pay on fund distributions or the redemption of fund shares.
Investment returns and principal values will fluctuate so that your shares,
when redeemed, may be worth more or less than their original purchase price.
3
FUND HOLDINGS - (UNAUDITED)
- -------------
AAM EQUITY FUND HOLDINGS AS OF OCTOBER 31,20041
[GRAPHIC OMITTED]
DOMESTIC COMMON STOCKS 91.33%
AMERICAN DEPOSITARY RECEIPTS 6.22%
MONEY MARKET SECURITIES 1.44%
OTHER ASSETS IN EXCESS OF LIABILITIES 1.01%
1As a percentage of net assets.
AVAILABILITY OF PORTFOLIO SCHEDULE - (UNAUDITED)
- ----------------------------------
The Fund files its complete schedule of portfolio holdings with the Securities
and Exchange Commission ("SEC") for the first and third quarters of each
fiscal year on Form N-Q. The Fund's Form N-Qs are available at the SEC's
website at www.sec.gov. The Fund's Form N-Qs may be reviewed and copied at
the Public Reference Room in Washington DC. Information on the operation of
the Public Reference Room may be obtained by calling 1-800-SEC-0330.
4
SUMMARY OF FUND'S EXPENSES - (UNAUDITED)
- --------------------------
As a shareholder of the Fund, you incur ongoing costs, including management
fees and trustee expenses. This Example is intended to help you understand
your ongoing costs (in dollars) of investing in the Fund and to compare these
costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of
the period (May 1, 2004) and held for the entire period (through October 31,
2004).
Actual Expenses
- ---------------
The first line of the table below provides information about actual account
values and actual expenses. You may use the information in this line,
together with the amount you invested, to estimate the expenses that you paid
over the period. Simply divide your account value by $1,000 (for example, an
$8,600 account value divided by $1,000 = 8.60), then multiply the result by
the number in the first line under the heading entitled "Expenses Paid During
Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
- --------------------------------------------
The second line of the table below provides information about hypothetical
account values and hypothetical expenses based on the Fund's actual expense
ratios and an assumed rate of return of 5% per year before expenses, which are
not the Fund's actual returns. The hypothetical account values and expenses
may not be used to estimate the actual ending account balance or expenses you
paid for the period. You may use this information to compare the ongoing costs
of investing in the Fund and other funds. To do so, compare this 5%
hypothetical example with the 5% hypothetical examples that appear in the
shareholder reports of the other funds.
Expenses shown are meant to highlight your ongoing costs only and do not
reflect any transactional costs such as the redemption fee imposed on
short-term redemptions. The second line of the table below is useful in
comparing ongoing costs only and will not help you determine the relative
costs of owning different funds. If incurred, the short-term redemption fee
imposed by the Fund would increase your expenses.
--------------------------------- --------------------- -------------------------- --------------------------
BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING
AAM EQUITY FUND VALUE VALUE PERIOD* ENDED
MAY 1, 2004 OCTOBER 31, 2004 OCTOBER 31, 2004
--------------------------------- --------------------- -------------------------- --------------------------
Actual $1,000.00 $1,014.58 $5.81
--------------------------------- --------------------- -------------------------- --------------------------
Hypothetical $1,000.00 $1,019.36 $5.83
(5% return before expenses)
--------------------------------- --------------------- -------------------------- --------------------------
*Expenses are equal to the Fund's annualized expense ratio of 1.15%, multiplied
by the average account value over the period, multiplied by 184/366 (to reflect
the number of days in the period).
5
AAM EQUITY FUND
SCHEDULE OF INVESTMENTS
OCTOBER 31, 2004
COMMON STOCKS - 97.55% SHARES VALUE
---------- -------------
AIRCRAFT ENGINES & ENGINE PARTS - 1.93%
United Technologies Corp. 3,000 $ 278,460
-------------
BIOLOGICAL PRODUCTS - 2.37%
Amgen, Inc. (a) 6,000 340,800
-------------
CHEMICAL & ALLIED PRODUCTS - 2.19%
Dow Chemical Co. 7,000 314,580
-------------
COMPUTER COMMUNICATION EQUIPMENT - 2.27%
Cisco Systems, Inc. (a) 17,000 326,570
-------------
CRUDE PETROLEUM & NATURAL GAS - 1.85%
EOG Resources, Inc. 4,000 266,240
-------------
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS - 2.13%
Medtronic, Inc. 6,000 306,660
-------------
ELECTRONIC & OTHER ELECTRICAL EQUIPMENT - 2.37%
General Electric Co. 10,000 341,200
-------------
ELECTRONIC COMPUTERS - 1.95%
Dell, Inc. (a) 8,000 280,480
-------------
FARM MACHINERY & EQUIPMENT - 1.66%
Deere & Co. 4,000 239,120
-------------
FINANCE SERVICES - 3.67%
American Express Co. 4,500 238,815
First Data Corp. 7,000 288,960
-------------
527,775
-------------
FIRE, MARINE & CASUALTY INSURANCE - 4.16%
Berkshire Hathaway, Inc. - Class B (a) 100 280,400
Markel Corp. (a) 1,000 318,000
-------------
598,400
-------------
HOSPITAL & MEDICAL SERVICE PLANS - 1.68%
Anthem, Inc. (a) 3,000 241,200
-------------
INDUSTRIAL INORGANIC CHEMICALS - 1.76%
Praxair, Inc. 6,000 253,200
-------------
LIFE INSURANCE - 2.15%
Jefferson-Pilot Corp. 6,400 309,056
-------------
MALT BEVERAGES - 1.73%
Anheuser-Busch Co. 5,000 249,750
-------------
MISCELLANEOUS MANUFACTURING INDUSTRIES - 2.30%
International Game Technology 10,000 330,400
-------------
METAL MINING - 1.85%
Rio Tinto Plc. (b) 2,500 265,750
-------------
NATIONAL COMMERCIAL BANKS - 4.88%
Bank of America Corp. 8,000 358,320
Wachovia Corp. 7,000 344,470
-------------
702,790
-------------
See accompanying notes which are an integral part of the financial statements.
6
<page>
AAM EQUITY FUND
SCHEDULE OF INVESTMENTS - CONTINUED
OCTOBER 31, 2004
COMMON STOCKS - 97.55% - CONTINUED SHARES VALUE
---------- -------------
OIL & GAS FIELD SERVICES - 1.31%
Schlumberger Ltd. 3,000 $ 188,820
-------------
ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES - 2.16%
Zimmer Holdings, Inc. (a) 4,000 310,360
-------------
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS - 4.41%
Colgate-Palmolive Co. 7,000 312,340
Estee Lauder Companies, Inc. - Class A 7,500 322,125
-------------
634,465
-------------
PERSONAL CREDIT INSTITUTIONS - 1.54%
Capital One Financial Corp. 3,000 221,280
-------------
PETROLEUM REFINING - 7.65%
BP Plc. (b) 4,000 233,000
Exxon Mobil Corp. 5,000 246,100
Murphy Oil Corp. 3,500 280,070
Suncor Energy, Inc. 10,000 341,000
-------------
1,100,170
-------------
PHARMACEUTICAL PREPARATIONS - 6.56%
Eli Lilly & Co. 5,000 274,550
Johnson & Johnson 6,000 350,280
Pfizer, Inc. 11,000 318,450
-------------
943,280
-------------
PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 1.89%
Eastman Kodak Co. 9,000 272,520
-------------
RADIOTELEPHONE COMMUNICATIONS - 1.81%
Dominion Resources, Inc. 4,050 260,496
-------------
RETAIL - AUTO DEALERS & GASOLINE STATIONS - 1.56%
Carmax, Inc. (a) 8,500 223,890
-------------
RETAIL - DRUG STORES & PROPRIETARY STORES - 1.99%
Walgreen Co. 8,000 287,120
-------------
RETAIL - LUMBER & OTHER BUILDING MATERIALS DEALERS - 2.35%
Lowe's Companies, Inc. 6,000 337,680
-------------
SEMICONDUCTORS & RELATED DEVICES - 2.63%
Intel Corp. 17,000 378,420
-------------
SERVICES - MISCELLANEOUS AMUSEMENT & RECREATION - 2.85%
Harrahs Entertainment, Inc. 7,000 409,640
-------------
SERVICES - PREPACKAGED SOFTWARE - 7.45%
Check Point Software Technologies Ltd. (a) 18,000 407,178
Electronic Arts, Inc. (a) 7,000 314,440
Microsoft Corp. 12,500 349,875
-------------
1,071,493
-------------
SHIP & BOAT BUILDING & PREPARING - 1.92%
General Dynamics Corp. 2,700 275,724
-------------
STATE COMMERCIAL BANKS - 2.26%
Bank of New York, Inc. 10,000 324,600
-------------
See accompanying notes which are an integral part of the financial statements.
7
<page>
AAM EQUITY FUND
SCHEDULE OF INVESTMENTS - CONTINUED
OCTOBER 31, 2004
COMMON STOCKS - 97.55% - CONTINUED SHARES VALUE
---------- -------------
TELEPHONE COMMUNICATIONS -2.75%
America Movil - Series L (b) 9,000 $ 396,000
-------------
WHOLESALE - GROCERIES & RELATED PRODUCTS - 1.56%
Sysco Corp. 7,000 225,890
-------------
TOTAL COMMON STOCKS (COST $12,380,788) 14,034,279
-------------
MONEY MARKET SECURITIES - 1.44%
Huntington Money Market Fund - Investment Shares, 0.69% (c) 207,986 207,986
-------------
TOTAL MONEY MARKET SECURITIES (COST $207,986) 207,986
-------------
TOTAL INVESTMENTS (COST $12,588,774) - 98.99% $ 14,242,265
-------------
OTHER ASSETS IN EXCESS OF LIABILITIES - 1.01% 144,904
-------------
TOTAL NET ASSETS - 100.00% $ 14,387,169
=============
(a) Non-income producing.
(b) American Depositary Receipts.
(c) Variable rate security; the coupon rate shown represents the rate at
October 31, 2004.
See accompanying notes which are an integral part of the financial statements.
8
<page>
AAM EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 2004
ASSETS
Investments in securities, at value (cost $12,588,774) $ 14,242,265
Receivable for fund shares sold 150,000
Dividends receivable 7,442
Interest receivable 442
-----------------
TOTAL ASSETS 14,400,149
-----------------
LIABILITIES
Payable to advisor 12,639
Trustee fees accrued 341
-----------------
TOTAL LIABILITIES 12,980
-----------------
NET ASSETS $ 14,387,169
=================
NET ASSETS CONSIST OF:
Paid in capital 12,158,377
Accumulated undistributed net investment income 23,785
Accumulated net realized gain from investment transactions 551,516
Net unrealized appreciation on investments 1,653,491
-----------------
NET ASSETS $ 14,387,169
=================
Shares outstanding (unlimited number of shares authorized) 1,378,354
-----------------
Net Asset Value,
offering and redemption price per share $ 10.44
=================
See accompanying notes which are an integral part of the financial statements.
9
<page>
AAM EQUITY FUND
STATEMENT OF OPERATIONS
FISCAL YEAR ENDED OCTOBER 31, 2004
INVESTMENT INCOME
Dividend income $ 204,189
Interest income 1,361
---------------
TOTAL INCOME 205,550
---------------
EXPENSES
Investment advisor fee 167,594
Trustee expenses 2,864
---------------
TOTAL EXPENSES 170,458
Less: Reimbursement by advisor (a) (2,864)
---------------
Net operating expenses 167,594
---------------
NET INVESTMENT INCOME 37,956
---------------
REALIZED & UNREALIZED GAIN (LOSS)
Net realized gain on investment securities 1,534,722
Change in net unrealized appreciation (depreciation)
on investment securities (375,538)
---------------
Net realized and unrealized gain on investment securities 1,159,184
---------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 1,197,140
===============
(a) See note 3 to the financial statements.
See accompanying notes which are an integral part of the financial statements.
10
<page>
AAM EQUITY FUND
STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED YEAR ENDED
OCTOBER 31, 2004 OCTOBER 31, 2003
----------------------- ---------------------
OPERATIONS
Net investment income $ 37,956 $ 59,212
Net realized gain (loss) on investment securities 1,534,722 (393,606)
Change in net unrealized appreciation (depreciation) (375,538) 2,830,509
----------------------- ---------------------
Net increase in net assets resulting from operations 1,197,140 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 9,175,749 10,047,931
Reinvestment of distributions 3,501 5,718
Amount paid for shares repurchased (13,159,746) (3,105,260)
----------------------- ---------------------
Net increase (decrease) in net assets resulting
from capital share transactions (3,980,496) 6,948,389
----------------------- ---------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS (2,843,367) 9,373,813
----------------------- ---------------------
NET ASSETS
Beginning of year 17,230,536 7,856,723
----------------------- ---------------------
End of year $ 14,387,169 $ 17,230,536
======================= =====================
Accumulated undistributed net
investment income included
in net assets at end of period $ 23,785 $ 45,840
----------------------- ---------------------
CAPITAL SHARE TRANSACTIONS
Shares sold 887,602 1,173,999
Shares issued in reinvestment of distributions 340 664
Shares repurchased (1,267,027) (343,834)
----------------------- ---------------------
Net increase (decrease) from capital share transactions (379,085) 830,829
======================= =====================
See accompanying notes which are an integral part of the financial statements.
11
<page>
AAM EQUITY FUND
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)
YEARS ENDED OCTOBER 31
----------------------------------------------------------------
2004 2003 2002 2001 2000
---------- ---------- --------- ---------- ----------
SELECTED PER SHARE DATA:
Net asset value, beginning of period $ 9.80 $ 8.48 $ 9.63 $ 11.53 $ 10.99
---------- ---------- --------- ---------- ----------
Income from investment operations:
Net investment income 0.03 0.04 0.09 0.05 0.03
Net realized and unrealized gain (loss) 0.65 1.36 (1.19) (1.92) 0.55
---------- ---------- --------- ---------- ----------
Total from investment operations 0.68 1.40 (1.10) (1.87) 0.58
---------- ---------- --------- ---------- ----------
LESS DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income (0.04) (0.08) (0.05) (0.03) (0.04)
---------- ---------- --------- ---------- ----------
Total distributions (0.04) (0.08) (0.05) (0.03) (0.04)
---------- ---------- --------- ---------- ----------
Net asset value, end of period $ 10.44 $ 9.80 $ 8.48 $ 9.63 $ 11.53
========== ========== ========= ========== ==========
TOTAL RETURN 6.89% 16.58% -11.49% -16.28% 5.28%
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000) $ 14,387 $ 17,231 $ 7,857 $ 5,371 $ 5,295
Ratio of expenses to average net assets 1.15% 1.20% 1.33% 1.30% 1.35%
Ratio of expenses to average net assets
before reimbursement 1.17% 1.15% 1.20% 1.15% 1.15%
Ratio of net investment income to
average net assets 0.26% 0.41% 0.83% 0.30% 0.02%
Ratio of net investment income to
average net assets before reimbursement 0.24% 0.47% 0.95% 0.46% 0.22%
Portfolio turnover rate 49.76% 34.26% 20.06% 21.63% 32.79%
</table>
See accompanying notes which are an integral part of the financial statements.
12
<page>
AAM EQUITY FUND
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2004
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. 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. For
example, if trading in a stock is halted and does not resume before the Fund
calculates its NAV, the Advisor may need to price the security using the good
faith pricing guidelines. Without a fair value price, short-term traders could
take advantage of the arbitrage opportunity and dilute the NAV of long-term
investors. Fair valuation of the Fund's portfolio securities can serve to reduce
arbitrage opportunities available to short-term traders, but there is no
assurance that fair value pricing policies will prevent dilution of the Fund's
NAV by short-term traders.
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.
13
<page>
AAM EQUITY FUND
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2004
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
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 typically distributes substantially all
of its net investment income in the form of dividends and taxable capital gains
to its shareholders. These distributions, which are recorded on the ex-dividend
date, 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. 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 primarily 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.
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 disinterested 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 year ended October
31, 2004, the Advisor was contractually entitled to receive fees of $167,594
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 year ended October 31, 2004, the
Advisor reimbursed trustee fees of $2,864. As of October 31, 2004, the Fund owed
the Advisor $12,639.
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. A
Trustee and the officers of the Trust are members of management and/or employees
of Unified and/or officers 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 year ended October 31, 2004. A Trustee of the Trust is a
shareholder of Unified Financial Services, Inc. (the parent company of the
Distributor), and certain officers of the Trust are a director and/or officers
of the Distributor. As a result, those persons may be deemed to be affiliates of
the Distributor.
14
<page>
AAM EQUITY FUND
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2004
NOTE 4. INVESTMENTS
For the year ended October 31, 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 7,137,295
SALES
U.S. Government Obligations $ -
Other 10,491,075
As of October 31, 2004, the net unrealized appreciation of investments for tax
purposes was as follows:
Gross Appreciation $ 1,886,380
Gross (Depreciation) (232,889)
----------------
Net Appreciation
on Investments $ 1,653,491
================
At October 31, 2004, the aggregate cost of securities for federal income tax
purposes was $12,588,774.
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. BENEFICIAL OWNERSHIP
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 October 31, 2004,
RSBCO was the record owner of 79.64% of the outstanding shares of the Fund.
Shares held by RSBCO are beneficially owned by discretionary investment advisory
clients of AAM Investments, LLC. As a result, AAM Investments, LLC, which is a
related party of the Advisor, may be deemed to beneficially own these shares and
may be deemed to control the Fund.
NOTE 7. DISTRIBUTION TO SHAREHOLDERS
On December 29, 2003, the Fund paid an investment income dividend of $0.0351 per
share to shareholders of record on December 26, 2003.
15
<page>
AAM EQUITY FUND
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2004
The tax character of distributions paid during fiscal years 2004 and 2003 were
as follows:
2004 2003
------------- ---------------
Ordinary income $ 60,011 $ 70,691
Long-term Capital Gain - -
------------- ---------------
Total distributions paid $ 60,011 $ 70,691
============= ===============
As of October 31, 2004, the components of distributable earnings on a tax basis
were as follows:
Undistributed ordinary income/(accumulated losses) $ 23,785
Undistributed long-term capital gain/(accumulated losses) 551,516
Unrealized appreciation/(depreciation) 1,653,491
---------------
$2,228,792
===============
NOTE 8. 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 Board and the Fund's Audit Committee 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 year ended October 31, 2003
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
fiscal period stated above and through the term of engagement with McCurdy,
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 the
Advisor to make reference to the subject matter of the disagreements in
connection with its report on the Fund's financial statements for such period.
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).
16
<page>
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To The Shareholders and
Board of Trustees
AAM Equity Fund
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of the AAM Equity Fund as of October 31, 2004, and
the related statement of operations, the statement of changes in net assets and
the financial highlights for the fiscal year then ended. 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 audit. The statement of changes
in net assets for the year ended October 31, 2003 and the financial highlights
for the periods indicated prior to October 31, 2004 were audited by McCurdy &
Associates CPA's, Inc., whose audit practice was acquired by Cohen McCurdy, Ltd.
McCurdy & Associates CPA's, Inc. expressed unqualified opinions on those
statements.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). 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
securities and cash held as of October 31, 2004 by correspondence with the
Fund's 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 provides 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 AAM
Equity Fund as of October 31, 2004, the results of operations, changes in net
assets and the financial highlights for the year then ended, in conformity with
accounting principles generally accepted in the United States of America.
/s/ Cohen McCurdy
Cohen McCurdy, Ltd.
Westlake, Ohio
December 21, 2004
<page>
TRUSTEES AND OFFICERS (UNAUDITED)
- ---------------------------------
INDEPENDENT TRUSTEES
<table>
- ----------------------------------------------------- ----------------------------------------------------------------
NAME, ADDRESS*, (DATE OF BIRTH), POSITION WITH FUND PRINCIPAL OCCUPATION DURING PAST 5 YEARS AND OTHER
COMPLEX,** TERM OF POSITION WITH TRUST DIRECTORSHIPS
- ----------------------------------------------------- ----------------------------------------------------------------
Gary E. Hippenstiel (1947) Director, Vice President and Chief Investment Officer of
Legacy Trust Company, N.A. since 1992. Trustee of AmeriPrime
Trustee, 1995 to present Advisors Trust since July 2002 and Unified Series Trust since
December 2002. Trustee of CCMI Funds since June 2003. Trustee
of Access Variable Insurance Trust, since April 2003.
- ----------------------------------------------------- ----------------------------------------------------------------
Stephen A. Little (1946) President and founder, The Rose, Inc., a registered investment
advisor, since April 1993. Trustee of AmeriPrime Advisors
Trustee, December 2002 to present Trust since November 2002 and Unified Series Trust since
December 2002. Trustee of CCMI Funds since June 2003.
- ----------------------------------------------------- ----------------------------------------------------------------
Daniel J. Condon (1950) President, 2004 to present, Vice President and General
Manager, 1990 to 2003, International Crankshaft Inc., an
Trustee, December 2002 to present automotive equipment manufacturing company; Trustee, The
Unified Funds, from 1994 to 2002; Trustee, Firstar Select
Funds, a REIT mutual fund, from 1997 to 2000. Trustee of
AmeriPrime Advisors Trust since November 2002 and Unified
Series Trust since December 2002. Trustee of CCMI Funds since
June 2003.
- ----------------------------------------------------- ----------------------------------------------------------------
INTERESTED TRUSTEES AND PRINCIPAL OFFICERS
- --------------------------------------------------- ------------------------------------------------------------------
NAME, ADDRESS*, (DATE OF BIRTH), POSITION WITH PRINCIPAL OCCUPATION DURING PAST 5 YEARS
FUND COMPLEX,** TERM OF POSITION WITH TRUST AND OTHER DIRECTORSHIPS
- --------------------------------------------------- ------------------------------------------------------------------
Ronald C. Tritschler (1952)*** Chief Executive Officer, Director and legal counsel of The Webb
Companies, a national real estate company, from 2001 to present;
Trustee, December 2002 to present Executive Vice President and Director of The Webb Companies from
1990 to 2000; Director, First State Financial, 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. Trustee of AmeriPrime Advisors Trust since
November 2002 and Unified Series Trust since December 2002.
Trustee of CCMI Funds since June 2003.
- --------------------------------------------------- ------------------------------------------------------------------
Anthony J. Ghoston (1959) Executive Vice President of Unified Fund Services, Inc. since
June 2004; Senior Vice President of Unified Fund Services, Inc.
President, July 2004 to present April 2003 to June 2004; Senior Vice President and Chief
Information Officer of Unified Financial Services, Inc. since
1997.
- --------------------------------------------------- ------------------------------------------------------------------
Thomas G. Napurano (1941) Director and Officer, Unified Financial Securities, Inc.,
December 2004 to present; Chief Financial Officer and Executive
Chief Financial Officer and Treasurer, October Vice President of Unified Financial Services, Inc., the parent
2002 to present company of the Trust's administrator and Distributor; Director,
Unified Financial Services, Inc., from 1989 to March 2002. CFO
of AmeriPrime Advisors Trust since October 2002 and Unified
Series Trust since December 2002. CFO of CCMI Funds since June
2003.
- --------------------------------------------------- ------------------------------------------------------------------
Freddie Jacobs, Jr., CPA (1970) Vice President Fund Administration, Unified Fund Services, Inc.,
December 2003 to present; Assistant Vice President, U.S. Bancorp
Secretary, September 2004 to present Fund Services LLC, 2000 to December 2003, Trust Officer 1998 to
2000. Principal Accounting Officer Lindbergh Funds since 2004.
- --------------------------------------------------- ------------------------------------------------------------------
Lynn E. Wood (1946) Chairman, Unified Financial Securities, Inc. 1997 to December 2004,
President and Chief Compliance Officer, 1997 to 2000; Chief
Chief Compliance Officer, September 2004 to Compliance Officer, Unified Financial Services, Inc. 2000 to
present September 2004; Director of Compliance, Unified Fund Services, Inc.
October 2003 to November 2004.
- --------------------------------------------------- ------------------------------------------------------------------
</table>
* The address for each of the trustees and officers is 431 N. Pennsylvania
St., Indianapolis, IN 46204.
** Fund Complex refers to AmeriPrime Advisors Trust, AmeriPrime Funds and
Unified Series Trust. The Fund Complex consists of 31 series.
*** 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 distributor of certain series in the Fund Complex.
The Fund's Statement of Additional Information ("SAI") includes additional
information about the trustees and is available, without charge, upon request.
You may call toll-free (888) 905-2283 to request a copy of the SAI or to make
shareholder inquiries.
<page>
PROXY VOTING
A description of the policies and procedures that the Fund uses to determine how
to vote proxies relating to portfolio securities and information regarding how
the Fund voted those proxies during the twelve month period ended June 30, 2004
are 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
Gary E. Hippenstiel
Stephen A. Little
Daniel J. Condon
Ronald C. Tritschler
OFFICERS
Anthony J. Ghoston, President
Thomas G. Napurano, Chief Financial Officer and Treasurer
Freddie Jacobs, Jr., Secretary
Lynn Wood, Chief Compliance Officer
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, IN 46204
INDEPENDENT ACCOUNTANTS
Cohen McCurdy Ltd.
826 Westpoint Parkway, Suite 1250
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, IN 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.
(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.
(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.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) AUDIT FEES
FY 2003 $ 9,500
FY 2004 $ 9,800
(b) AUDIT-RELATED FEES
Registrant
FY 2003 $ 0
FY 2004 $ 0
Nature of the fees:
(c) TAX FEES
Registrant
FY 2003 $ 650
FY 2004 $ 675
Nature of the fees: preparation of 1120-RIC
(d) ALL OTHER FEES
Registrant
FY 2003 $ 1,022
FY 2004 $ 1,015
Nature of the fees: consents, out-of-pockets
(e) (1) AUDIT COMMITTEE'S PRE-APPROVAL POLICIES
The Audit Committee Charter requires the Audit Committee to be responsible
for the selection, retention or termination of auditors and, in connection
therewith, to (i) evaluate the proposed fees and other compensation, if
any, to be paid to the auditors, (ii) evaluate the independence of the
auditors, (iii) pre-approve all audit services and, when appropriate, any
non-audit services provided by the independent auditors to the Trust, (iv)
pre-approve, when appropriate, any non-audit services provided by the
independent auditors to the Trust's investment adviser, or any entity
controlling, controlled by, or under common control with the investment
adviser and that provides ongoing services to the Trust if the engagement
relates directly to the operations and financial reporting of the Trust,
and (v) receive the auditors' specific representations as to their
independence;
(2) PERCENTAGES OF SERVICES APPROVED BY THE AUDIT COMMITTEE
Registrant
Audit-Related Fees: 100%
Tax Fees: 100%
All Other Fees: 100%
None of the services described in paragraph (b) through (d) of this Item
were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of
Rule 2-01 of Regulation S-X.
(f) During the audit of registrant's financial statements for the most recent
fiscal year, less than 50 percent of the hours expended on the principal
accountant's engagement were attributed to work performed by persons other
than the principal accountant's full-time, permanent employees.
(g) The aggregate non-audit fees billed by the registrant's accountant for
services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under
common control with the adviser that provides ongoing services to the
registrant:
Registrant
FY 2003 $ 1,672
FY 2004 $ 1,690
(h) Not applicable. The auditor performed no services for the registrant's
investment adviser or any entity controlling, controlled by, or under
common control with the investment adviser that provides ongoing services
to the registrant.
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 December 22, 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 second 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) Code is filed herewith
(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/ Anthony J. Ghoston
-------------------------------------------------------------------------------
Anthony J. Ghoston, President
Date 12/29/04
----------------------------------------------------------------------------
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/ Anthony J. Ghoston
-------------------------------------------------------------------------------
Anthony J. Ghoston, President
Date 12/29/04
----------------------------------------------------------------------------
By
* /s/ Thomas G. Napurano
-------------------------------------------------------------------------------
Thomas G. Napurano, Chief Financial Officer and Treasurer
Date 12/29/04
----------------------------------------------------------------------------