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 811-10201
---------------------------------------------
The Appleton Funds
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
45 Milk Street, Boston, Massachusetts 02109
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
James I. Ladge, 45 Milk Street, Boston, Massachusetts 02109
- --------------------------------------------------------------------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: (513) 878-4000
-----------------------------
Date of fiscal year end: 12/31
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Date of reporting period: 06/30/08
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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.
================================================================================
APPLETON EQUITY GROWTH FUND
---------------------------
Semi-Annual Report
June 30, 2008
(Unaudited)
Investment Adviser Administrator
------------------ -------------
Appleton Partners, Inc. JPMorgan
45 Milk Street, Eighth Floor 303 Broadway
Boston, MA 02109 Suite 900
Cincinnati, OH 45202
1-877-712-7753
================================================================================
[LOGO] APPLETON FUNDS
Dear Shareholder,
Several themes dominated financial markets during the first half of 2008: the
continued sharp increases in oil, commodity, and food prices, the accelerating
deflation in home prices, and the longest Presidential primary in the history of
our country. Against this background, equity markets manifested substantial
volatility with the net result for the year to date, as measured by the S&P 500,
being a loss of 11.91%. The Fund showed strong relative performance, besting the
S&P by 3.77%. The Energy and Materials sectors were the only two sectors to
finish the first half in positive territory. The Fund capitalized on this as it
maintained a relative overweight in the Materials sector and benefited from
strong performance in Agrium (4.0%) and Praxair (2.8%). Apache (2.7%) and
Transocean (2.9%) were two energy holdings that aided the Fund in achieving its
relative outperformance. Finally, a relative underweight in the Financial sector
also benefitted relative performance.
The combination of rapidly rising food prices, primarily due to the emphasis on
bio-fuels as substitutes for oil-based products, and oil prices causes many
investors to wonder and question if this scenario is a replay of 1973/1974. It
is a reasonable question, though there are far greater differences than
similarities between the present environment and that particular era. Although
the topic could well be worthy of its own separate discussion, two examples of
the differences are worth noting.
The first difference is the level of Consumer Price Inflation itself. Back in
October 1973, when OPEC quadrupled the price of oil, the last reported Consumer
Price Index prior to the increase showed Consumer Price Inflation running at a
rate of about 8% on a year-over-year basis. This 8% rate was independent of the
impact from the increased price of oil. The current rate of Consumer Price
Inflation at 4.1% includes the full impact of the quintupling of the price of
oil over the last 5 years, as well as the substantial decline in the value of
the dollar over the last 2 1/2 years. The impact of the 1973 OPEC price increase
would ultimately bring Consumer Price Inflation to a rate of 12%. As can be
deducted by the above, however, the bulk of the inflation was due to the
unwinding of the price controls that had been put in place in August 1971.
A second difference is the massive change in the composition of our global
economy. In 1973/74, the economies of China and India specifically, and their
impact on the volume and prices of globally traded commodities, were but
rounding errors compared to the size of the developed countries of Europe, Asia,
and North America.
Looking more broadly, there is substantial concern by most global monetary
authorities about Consumer Price Inflation expectations, an appropriate fixation
for most countries. Fortunately, in this time when so many inflation protected
securities are available, such monitoring is quite a straightforward
undertaking.
At least as important for the United States, however, is the need for the
development of an equally systematic approach for monitoring home price
inflation/deflation expectations, since the monetization of this asset class has
been such an accelerant to the growth of consumer spending in recent years. Not
having such a mechanism in place increases the risk of a policy mistake, i.e.,
too much emphasis on the former could exacerbate the deflationary effects of the
latter. This is an important element in our still cautious view of the equity
markets.
An additional element supporting our cautious view of the stock market is the
uncertainty surrounding the role of "decoupling", which seems to be a new
buzzword of 2008. In the past, it was believed and valid, that when the United
States sneezed the rest of the world caught a cold. Today, there is a moderately
widespread belief that the rest of the world has "decoupled" from the United
States. The thought is, the countries from which we import so much have
sufficiently strong internal growth trends, that reduced level of exports to the
United States will not negatively affect their growth rate and therefore will
not have a negative impact on commodity prices.
Since "decoupling" is still an untested theory, it seems more likely that
commodity prices could well show uncomfortable declines in price over the short
to intermediate term before resuming their long-term strong up-trends. Adding to
this caution is that these same countries are tightening their domestic monetary
policies because of an unacceptable acceleration of their domestic inflation
rates. It is anything but certain that the rest of the world will truly be
immune to our "cold".
In spite of the unusually high levels of economic uncertainly which warrant
higher than normal levels of cash in portfolios, we continue focusing our
portfolios and research on securities showing above average profit gains that
are reasonably priced relative to the market and their historic trends. We
believe it is also worth remembering that in financial markets, as problem
stocks suffer, other stocks with better prospects gain visibility, thus forcing
evolution of portfolios to those equities showing the most improvement in
profitability and the best prospects for future profit growth.
Sincerely,
/s/ James I. Ladge
James I. Ladge, CFA
President
Tabular Presentation of Portfolio of Investments
As of June 30, 2008
(Unaudited)
Sector (% of Net Assets)
Consumer, Cyclical 4.7%
Consumer, Non-Cyclical 9.8%
Energy 13.9%
Financial Services 9.3%
Healthcare 11.5%
Industrial 11.2%
Materials 9.1%
Technology 18.4%
Money Markets 10.8%
Liabilities in Excess of Other Assets 1.3%
--------------------
100.0%
====================
APPLETON EQUITY GROWTH FUND
PORTFOLIO OF INVESTMENTS
June 30, 2008 (Unaudited)
Market
Shares Value
COMMON STOCKS -- 87.9%
CONSUMER, CYCLICAL -- 4.7%
5,200 McDonald's Corp. $ 292,344
8,000 The Walt Disney Co. 249,600
------------
541,944
------------
CONSUMER, NON-CYCLICAL -- 9.8%
7,500 CVS Caremark Corp. 296,775
5,750 Kellogg Co. 276,115
4,000 PepsiCo, Inc. 254,360
4,987 Procter & Gamble Co. 303,259
------------
1,130,509
------------
ENERGY -- 13.9%
2,250 Apache Corp. 312,750
4,400 Exxon Mobil Corp. 387,772
2,500 Schlumberger Ltd. 268,575
3,650 Smith International, Inc. 303,461
2,200 Transocean, Inc.* 335,258
------------
1,607,816
------------
FINANCIAL SERVICES -- 9.3%
4,525 Aflac, Inc. 284,170
6,500 Bank of America Corp. 155,155
1,200 Goldman Sachs Group 209,880
4,500 MetLife, Inc. 237,465
8,000 Wells Fargo & Co. 190,000
------------
1,076,670
------------
HEALTHCARE -- 11.5%
5,400 Baxter International, Inc. 345,276
4,000 Becton, Dickinson & Co. 325,200
7,000 Gilead Sciences, Inc.* 370,650
4,700 Stryker Corp. 295,536
------------
1,336,662
------------
INDUSTRIAL -- 11.2%
7,000 AMETEK, Inc. 330,540
3,750 Caterpillar, Inc. 276,825
3,300 Deere & Co. 238,029
8,850 General Electric Co. 236,207
3,525 McDermott International, Inc.* 218,162
------------
1,299,763
------------
APPLETON EQUITY GROWTH FUND
PORTFOLIO OF INVESTMENTS, Continued
June 30, 2008 (Unaudited)
Market
Shares Value
COMMON STOCKS -- 87.9%, Continued
MATERIALS -- 9.1%
4,300 Agrium, Inc. $ 462,422
5,950 Ecolab, Inc. 255,791
3,500 Praxair, Inc. 329,840
------------
1,048,053
------------
TECHNOLOGY -- 18.4%
7,750 Amphenol Corp. 347,820
8,500 ANSYS, Inc.* 400,520
1,550 Apple Computer, Inc.* 259,532
10,000 Cisco Systems* 232,600
2,400 International Business Machines Corp. 284,472
3,000 MEMC Electronic Materials, Inc.* 184,620
6,000 Microsoft Corp. 165,060
152 Nortel Networks Corp.* 1,249
12,500 Oracle Corp.* 262,500
------------
2,138,373
------------
TOTAL COMMON STOCKS $ 10,179,790
------------
MONEY MARKETS -- 10.8%
1,247,899 Fidelity Money Market Fund 1,247,899
------------
TOTAL INVESTMENT SECURITIES -- 98.7% (Cost $9,833,209) $ 11,427,689
OTHER ASSETS IN EXCESS OF LIABILITES-- 1.3% 151,433
------------
NET ASSETS -- 100.0% $ 11,579,122
============
*Non-income producing security
See accompanying notes to financial statements.
APPLETON EQUITY GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2008
(Unaudited)
ASSETS
Investment securities:
At acquisition cost $ 9,833,209
============
At market value $ 11,427,689
Divends receivable 9,309
Receivable for securities sold 198,037
Other assets 2,347
------------
TOTAL ASSETS 11,637,382
------------
LIABILITIES
Payable for capital shares purchased 3,000
Payable to other affiliates 23,598
Payable to Trustees 10,687
Other accrued expenses and liabilities 20,975
------------
TOTAL LIABILITIES 58,260
------------
NET ASSETS $ 11,579,122
============
NET ASSETS CONSIST OF
Paid-in capital $ 11,640,643
Accumulated net investment loss (805)
Accumulated net realized losses from security transactions (1,655,196)
Net unrealized appreciation on investments 1,594,480
------------
NET ASSETS $ 11,579,122
============
Shares of beneficial interest outstanding (unlimited number
of shares authorized, no par value) 1,406,075
============
Net asset value, offering price and redemption price per share $ 8.24
============
See accompanying notes to financial statements.
APPLETON EQUITY GROWTH FUND
STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2008
(Unaudited)
INVESTMENT INCOME
Dividends $ 85,264
-----------
EXPENSES
Investment advisory fees 57,603
Accounting services fees 15,000
Distribution expenses 14,401
Administration fees 12,000
Transfer agent fees 12,000
Professional fees 9,928
Compliance fees and expenses 7,642
Trustees' fees and expenses 7,404
Postage and supplies 3,670
Custodian fees 3,501
Reports to shareholders 1,570
Insurance expense 1,153
Registration fees 812
Pricing expense 678
-----------
TOTAL EXPENSES 147,362
Fees waived and expenses reimbursed by Adviser (61,293)
-----------
NET EXPENSES 86,069
-----------
NET INVESTMENT LOSS (805)
-----------
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Net realized gains from security transactions 238,509
Net change in unrealized appreciation/depreciation on investments (1,220,728)
-----------
NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS (982,219)
-----------
NET DECREASE IN NET ASSETS FROM OPERATIONS $ (983,024)
===========
See accompanying notes to financial statements.
APPLETON EQUITY GROWTH FUND
STATEMENTS OF CHANGES IN NET ASSETS
For the
Six Months
Ended For the
June 30, Year Ended
2008 December 31,
(Unaudited) 2007
-------------- --------------
FROM OPERATIONS
Net investment income (loss) $ (805) $ 49,877
Net realized gains from security transactions 238,509 317,877
Net change in unrealized appreciation/depreciation on investments (1,220,728) 1,360,795
-------------- --------------
Net increase (decrease) in net assets from operations (983,024) 1,728,549
-------------- --------------
DISTRIBUTIONS TO SHAREHOLDERS
From investment income -- (49,877)
-------------- --------------
FROM CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold 1,061,730 2,717,575
Reinvestment of distributions -- 19,533
Payments for shares redeemed (341,526) (997,175)
-------------- --------------
Net increase in net assets from capital share transactions 720,204 1,739,933
-------------- --------------
TOTAL INCREASE (DECREASE) IN NET ASSETS (262,820) 3,418,605
NET ASSETS
Beginning of period 11,841,942 8,423,337
-------------- --------------
End of period $ 11,579,122 $ 11,841,942
============== ==============
ACCUMULATED NET INVESTMENT LOSS $ (805) $ --
-------------- --------------
CAPITAL SHARE ACTIVITY
Sold 125,989 326,730
Reinvested -- 2,178
Redeemed (40,486) (122,190)
-------------- --------------
Net increase in shares outstanding 85,503 206,718
Shares outstanding, beginning of period 1,320,572 1,113,854
-------------- --------------
Shares outstanding, end of period 1,406,075 1,320,572
============== ==============
See accompanying notes to financial statements.
APPLETON EQUITY GROWTH FUND
FINANCIAL HIGHLIGHTS
Selected Per Share Data and Ratios for a Share Outstanding Throughout Each Period
For the
Six Months
Ended For the For the For the For the For the
June 30, Year Ended Year Ended Year Ended Year Ended Year Ended
2008 December 31, December 31, December 31, December 31, December 31,
(Unaudited) 2007 2006 2005 2004 2003
------------ ------------ ------------ ------------- ------------- -------------
Net asset value at beginning of period $ 8.97 $ 7.56 $ 7.00 $ 6.83 $ 6.40 $ 5.16
------------ ------------ ------------ ------------ ------------ ------------
Income (loss) from investment
operations:
Net investment income (loss) (0.00)(a) 0.04 (0.00)(a) (0.01) 0.02 (0.01)
Net realized and unrealized gains
(losses) on investments (0.73) 1.41 0.56 0.18 0.43 1.25
------------ ------------ ------------ ------------ ------------ ------------
Total from investment operations (0.73) 1.45 0.56 0.17 0.45 1.24
------------ ------------ ------------ ------------ ------------ ------------
Less distributions:
Dividends from net investment
income -- (0.04) -- -- (0.02) --
------------ ------------ ------------ ------------ ------------ ------------
Net asset value at end of period $ 8.24 $ 8.97 $ 7.56 $ 7.00 $ 6.83 $ 6.40
============ ============ ============ ============ ============ ============
Total return (8.14%)(b) 19.15% 8.00% 2.49% 7.04% 24.03%
============ ============ ============ ============ ============ ============
Net assets at end of period $ 11,579,122 $ 11,841,942 $ 8,423,337 $ 6,863,687 $ 6,625,594 $ 5,544,031
============ ============ ============ ============ ============ ============
Ratio of net expenses to average
net assets 1.50%(c) 1.50% 1.50% 1.50% 1.50% 1.50%
Ratio of net investment income (loss)
to average net assets (0.01%)(c) 0.50% (0.06%) (0.11%) 0.33% (0.22%)
Portfolio turnover rate 53%(c) 36% 50% 85% 40% 58%
(a) Amount rounds to less than $0.01.
(b) Not annualized.
(c) Annualized.
See accompanying notes to financial statements.
APPLETON EQUITY GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
June 30, 2008 (Unaudited)
1. Significant Accounting Policies
The Appleton Funds (the Trust) is registered under the Investment Company Act of
1940, as amended, (the 1940 Act), as a diversified, no-load, open-end management
investment company. The Trust was organized as an Ohio business trust on October
31, 2000. The Trust currently offers one series of shares to investors: the
Appleton Equity Growth Fund (the Fund). The Trust was capitalized on December
29, 2000, when the initial shares of the Fund were purchased at $10 per share.
The Fund commenced operations on December 31, 2000.
The Fund seeks long-term growth of capital by investing primarily in common
stocks.
The following is a summary of the Fund's significant accounting policies:
Securities valuation - The Fund's portfolio securities are valued as of the
close of business of the regular session of the New York Stock Exchange
(normally 4:00 p.m., Eastern time). Portfolio securities traded on stock
exchanges are valued at their last sales price as of the close of the regular
session of trading on the day the securities are being valued. Securities quoted
by NASDAQ are valued at the NASDAQ Official Closing Price. Securities for which
market quotations are not readily available are valued at their fair value as
determined in good faith in accordance with consistently applied procedures
established by and under the general supervision of the Board of Trustees. Money
market instruments are valued at amortized cost, which approximates market
value.
In September 2006, the Financial Accounting Standards Board (FASB) issued
Statement on Financial Accounting Standards (SFAS) No. 157, "Fair Value
Measurements." This standard establishes a single authoritative definition of
fair value, sets out a framework for measuring fair value and requires
additional disclosures about fair value measurements. SFAS No. 157 applies to
fair value measurements already required or permitted by existing standards.
SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007 and interim periods within those fiscal years.
The changes to current generally accepted accounting principles from the
application of this Statement relate to the definition of fair value, the
methods used to measure fair value, and the expanded disclosures about fair
value measurements.
Various inputs are used in determining the value of the Fund's investments.
These inputs are summarized in the three broad levels listed below:
o Level 1 - quoted prices in active markets for identical securities
o Level 2 - other significant observable inputs (including quoted
prices for similar securities, interest rates, prepayment speeds,
credit risk, etc.)
o Level 3 - significant unobservable inputs (including the Fund's own
assumptions in determining the fair value of investments)
The inputs or methodology used for valuing securities are not necessarily an
indication of the risk associated with investing in those securities. For
example, money market securities are valued using amortized cost, in accordance
with rules under the Investment Company Act of 1940. Generally, amortized cost
approximates the current fair value of a security, but since the value is not
obtained from a quoted price in an active market, such securities are reflected
as Level 2.
The following is a summary of the inputs used to value the Fund's net assets as
of June 30, 2008:
- --------------------------------------------------------------------------------
Level 1 - Level 2 - Level 3 - Significant
Quoted Other Unobservable Inputs
Prices Significant
Observable
Inputs
- --------------------------------------------------------------------------------
Investments in Securities $ 11,427,689 $ - $ -
- --------------------------------------------------------------------------------
Share valuation - The net asset value per share of the Fund is calculated daily
by dividing the total value of the Fund's assets, less liabilities, by the
number of shares outstanding, rounded to the nearest cent. The offering and
redemption price per share are equal to the net asset value per share.
Investment income and distributions to shareholders - Interest income is accrued
as earned. Dividend income is recorded on the ex-dividend date. Dividends
arising from net investment income are declared and paid annually. Net realized
short-term capital gains, if any, may be distributed throughout the year and net
realized long-term capital gains, if any, are distributed at least once each
year. Income dividends and capital gain distributions are determined in
accordance with income tax regulations. Differences between book and tax
distributions are considered temporary or permanent in nature. To the extent
these differences are permanent in nature, such amounts are reclassified within
the composition of net assets based on their federal tax basis treatment;
temporary differences do not require reclassifications.
Security transactions - Security transactions are accounted for on trade date.
Securities sold are determined on a specific identification basis.
Estimates - The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates.
Federal income tax - It is the Fund's policy to continue to comply with the
special provisions of the Internal Revenue Code applicable to regulated
investment companies. As provided therein, in any fiscal year in which the Fund
so qualifies and distributes at least 90% of its taxable net income, the Fund
(but not the shareholders) will be relieved of federal income tax on the income
distributed. Accordingly, no provision for income taxes has been made.
In order to avoid imposition of the excise tax applicable to regulated
investment companies, it is also the Fund's intention to declare and pay as
dividends in each calendar year at least 98% of its net investment income
(earned during the calendar year) and 98% of its net realized capital gains
(earned during the twelve months ended October 31) plus undistributed amounts
from prior years.
The tax character of distributions paid for the years ended December 31, 2007
and 2006 was as follows:
2007 2006
---- ----
From ordinary income $49,877 $ --
The following information is computed on a tax basis as of December 31, 2007:
Cost of portfolio investments $ 9,101,170
==================
Gross unrealized appreciation on investments $ 2,891,015
Gross unrealized depreciation on investments (75,807)
------------------
Net unrealized appreciation on investments $ 2,815,208
Post-October losses (88,351)
Capital loss carryforwards (1,805,354)
------------------
Total accumulated earnings $ 921,503
==================
During the year ended December 31, 2007, the Fund utilized $406,228 of capital
loss carryforwards. The remaining capital loss carryforwards in the above table
expire as follows:
Amount December 31,
-------------- -------------------
$ 1,438,233 2010
367,121 2011
--------------
$ 1,805,354
==============
These capital loss carryforwards may be utilized in the current and future years
to offset gains, if any, prior to distributing such gains to shareholders.
As of June 30, 2008, the Fund's Federal tax cost of investment securities was
$9,833,209 resulting in net unrealized appreciation of $1,594,480 derived from
$2,066,786 of unrealized gross appreciation less $472,306 gross unrealized
depreciation.
On July 13, 2006, the Financial Accounting Standards Board (FASB) released FASB
Interpretation No. 48 "Accounting for Uncertainty in Income Taxes" (FIN 48). FIN
48 provides guidance for how uncertain tax positions should be recognized,
measured, presented and disclosed in the financial statements. FIN 48 requires
the evaluation of tax positions taken or expected to be taken in the course of
preparing the Fund's tax returns to determine whether the tax positions are
"more-likely-than-not" of being sustained by the applicable tax authority. Tax
positions not deemed to meet the more-likely-than-not threshold would be
recorded as a tax benefit or expense in the current year. Adoption of FIN 48 was
required for fiscal years beginning after December 15, 2006 and was to be
applied to all open tax years as of the effective date. The Fund has analyzed
its tax positions taken on Federal income tax returns for all open tax years
(tax years ended December 31, 2004 through 2007) for purposes of implementing
FIN 48 and has concluded that no provision for income tax is required in the
financial statements.
2. Investment Transactions
For the six months ended June 30, 2008, the cost of purchases and proceeds from
sales of portfolio securities, other than short-term investments, amounted to
$3,015,620 and $2,723,756, respectively.
3. Transactions with Affiliates
Certain trustees and officers of the Trust are also officers of Appleton
Partners, Inc. (the Adviser), JPMorgan Chase Bank, N.A. (JPMorgan) the
administrative services agent, shareholder servicing and transfer agent, and
accounting services agent for the Trust, and/or of IFS Fund Distributors, Inc.
(the Distributor), the Trust's principal underwriter.
Investment Advisory Agreement
Pursuant to an Investment Advisory Agreement between the Trust and the Adviser,
the Adviser manages the Fund's investments. For these services, the Fund pays
the Adviser an advisory fee, which is computed and accrued daily and paid
monthly, at an annual rate of 1.00% of its average daily net assets.
Pursuant to a written contract between the Adviser and the Fund, the Adviser has
agreed to waive a portion of its advisory fees and/or assume certain expenses of
the Fund, other than brokerage commissions, extraordinary items, interest and
taxes, to the extent annual Fund operating expenses exceed 1.50% of the Fund's
average daily net assets. The Adviser has agreed to maintain these expense
limitations with regard to the Fund through December 31, 2008. For the six
months ended June 30, 2008, the Adviser waived $46,892 of advisory fees.
Administration, Accounting And Transfer Agency Agreement
Under the terms of an Administration, Accounting and Transfer Agency Agreement
between the Trust and JPMorgan, JPMorgan supplies non-investment related
statistical and research data, internal regulatory compliance services and
executive and administrative services for the Fund. JPMorgan supervises the
preparation of tax returns, reports to shareholders of the Fund, reports to and
filings with the Securities and Exchange Commission and state securities
commissions, and materials for meetings of the Board of Trustees. For these
administrative services, JPMorgan receives a monthly fee based on the Fund's
average daily net assets, subject to a monthly minimum fee.
JPMorgan maintains the records of each shareholder's account, answers
shareholders' inquiries concerning their accounts, processes purchases and
redemptions of the Fund's shares, acts as dividend and distribution disbursing
agent and performs other shareholder service functions. For these transfer
agency and shareholder services, JPMorgan receives a monthly fee per shareholder
account, subject to a monthly minimum fee. In addition, the Fund pays JPMorgan
out-of-pocket expenses including, but not limited to, postage and supplies.
JPMorgan also calculates the daily net asset value per share and maintains the
financial books and records of the Fund. For these accounting services, JPMorgan
receives a monthly fee, based on average daily net assets, from the Fund. In
addition, the Fund pays JPMorgan certain out-of-pocket expenses incurred by
JPMorgan in obtaining valuations of the Fund's portfolio securities.
Distribution Plan
The Fund has adopted a plan of distribution (the Plan) pursuant to Rule 12b-1
under the 1940 Act. The Plan permits the Fund to pay for expenses incurred in
the distribution and promotion of the Fund's shares including but not limited
to, the printing of prospectuses, statements of additional information and
reports used for sales purposes, advertisements, expenses of preparation and
printing of sales literature, promotion, marketing and sales expenses and other
distribution-related expenses, including any distribution fees paid to
securities dealers or other firms who have executed a distribution or service
agreement with the Trust.
The Plan limits payment of distribution expenses in any fiscal year to a maximum
of 0.25% of the Fund's average daily net assets. For the six months ended June
30, 2008, the Fund accrued and the Adviser subsequently reimbursed $14,401 of
distribution expenses under the Plan.
Underwriting Agreement
The Trust has entered into an Underwriting Agreement on behalf of the Fund with
the Distributor. Pursuant to the Underwriting Agreement, the Distributor acts as
principal underwriter and, as such, is the exclusive agent for distribution of
shares of the Fund. The Distributor receives no compensation for its services.
Compliance Services Agreement
Under the terms of the Compliance Services Agreement between the Trust and
JPMorgan, JPMorgan provides certain compliance services to the Trust, including
developing and assisting in implementing a compliance program for JPMorgan on
behalf of the funds and providing administrative support services to the Funds'
Compliance Program and Chief Compliance Officer.
In addition, the Trust has contracted with JPMorgan to provide certain
compliance services on behalf of the Trust. Subject to the direction of the
Trustees of the Trust, JPMorgan developed and assisted in implementing a
compliance program for JPMorgan on behalf of the Fund and; provides
administrative support services to the Fund's Compliance Program and Chief
Compliance Officer. For these services, JPMorgan receives a quarterly fee from
the Trust.
4. Commitments and Contingencies
The Fund indemnifies the Trust's officers and Trustees for certain liabilities
that might arise from the performance of their duties to the Fund. Additionally,
in the normal course of business, the Fund enters into contracts that contain a
variety of representations and warranties and which provide general
indemnifications. The Fund's maximum exposure under these arrangements is
unknown, as this would involve future claims that may be made against the Fund
that have not yet occurred. However, based on experience, the Fund expects the
risks of loss to be remote.
APPLETON EQUITY GROWTH FUND
OTHER ITEMS
June 30, 2008 (Unaudited)
PROXY VOTING POLICIES AND PROCEDURES
The Adviser is responsible for exercising the voting rights associated with the
securities purchased and held by the Fund. A description of the policies and
procedures the Adviser uses in fulfilling this responsibility and information
regarding how those proxies were voted during the twelve month period ended June
30 are available without charge, upon request, by calling 1-617-338-0700. They
are also available on the Securities and Exchange Commission's website at
http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The Trust files a complete listing of portfolio holdings for the Fund as of the
end of the first and third quarters of each fiscal year on Form N-Q. The
complete listing (i) is available on the Commission's website; (ii) may be
reviewed and copied at the Commission's Public Reference Room in Washington, DC;
and (iii) will be made available to shareholders upon request by calling
1-800-543-0407. Information on the operation of the Public Reference Room may be
obtained by calling 1-800-SEC-0330.
SCHEDULE OF SHAREHOLDER EXPENSES
As a shareholder of the Fund, you incur ongoing costs, including investment
advisory fees; distribution (12b-1) fees; and other Fund 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 and held for the entire period (January 1, 2008 through June 30, 2008).
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 = 8.6), then multiply the result by the number
in the first line under the heading entitled "Expenses Paid During the Six
Months Ended June 30, 2008" 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
ratio and an assumed rate of return of 5% per year before expenses, which is not
the Fund's actual return. 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's 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.
Net Expense Expenses Paid
Ratio Annualized Beginning Ending During the Six
June 30, Account Value Account Value Months Ended
2008 January 1, 2008 June 30, 2008 June 30, 2008 *
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Appleton Equity
Growth Fund
Actual 1.50% $ 1,000.00 $ 918.60 $ 7.13
Hypothetical 1.50% $ 1,000.00 $ 1,017.43 $ 7.50
* Expenses are equal to the Fund's annualized expense ratio, multiplied by the
average account value over the period, multiplied by [number of days in most
recent fiscal half-year/366] (to reflect the one-half year period).
Item 2. Code of Ethics.
Not required in semi-annual report filing.
Item 3. Audit Committee Financial Expert.
Not required in semi-annual report filing.
Item 4. Principal Accountant Fees and Services.
Not required in semi-annual report filing.
Item 5. Audit Committee of Listed Companies.
Not applicable.
Item 6. Schedule of Investments.
The schedule is included as part of the report to shareholders filed under Item
1 of this Form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.
Not applicable.
Item 8. Portfolio Managers of Closed-End Funds.
Not Applicable.
Item 9. Purchases of Equity Securities by Closed-End Funds.
Not Applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not Applicable.
Item 11. Controls and Procedures.
(a) The registrant's principal executive and principal financial officers, or
persons performing similar functions, have concluded that the registrant's
disclosure controls and procedures (as defined in Rule 30a-3(c) under the
Investment Company Act of 1940, as amended (the "1940 Act")) are effective as of
a date within 90 days of the filing date of this report.
(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.
-2-
Item 12. Exhibits.
(a) (1) Code of Ethics. Not required in semi-annual report filing.
(a) (2) The certification required by Rule 30a-2 of the Investment Company
Act of 1940, as amended (the "1940 Act") is attached hereto.
(b) The certification required by Rule 30a-2(b) of the 1940 Act and Section
906 of the Sarbanes-Oxley Act of 2002 is attached hereto.
-3-
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) The Appleton Funds
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By (Signature and Title)
/s/ James I. Ladge
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James I. Ladge
President and Treasurer
Date: August 29, 2008
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 (Signature and Title)
/s/ James I. Ladge
- ------------------------------------------
James I. Ladge
President and Treasurer
Date: August 29, 2008