-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AxXjRswgj5dRDYwbt6MPDl+7Rd/C348jZmS45I++LAl/o/oAFyHlOGsapK7vw74/ gpn6FKl8qSbwy3QH/vWwSw== 0001035449-02-000231.txt : 20020517 0001035449-02-000231.hdr.sgml : 20020517 20020516174511 ACCESSION NUMBER: 0001035449-02-000231 CONFORMED SUBMISSION TYPE: N-30D/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020430 FILED AS OF DATE: 20020517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERIPRIME FUNDS CENTRAL INDEX KEY: 0001000579 IRS NUMBER: 752616671 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-30D/A SEC ACT: 1940 Act SEC FILE NUMBER: 811-09096 FILM NUMBER: 02655493 BUSINESS ADDRESS: STREET 1: 1793 KINGSWOOD DR STREET 2: STE 200 CITY: SOUTHLAKE STATE: TX ZIP: 76092 BUSINESS PHONE: 8174311297 MAIL ADDRESS: STREET 1: 1793 KINGSWOOD DRIVE STREET 2: SUITE 200 CITY: SOUTHLAKE STATE: TX ZIP: 76092 N-30D/A 1 westn30d.txt AMERIPRIME FUNDS TRUST Westcott Technology Fund Schedule of Investments March 31, 2002 (Unaudited) Common Stocks - 93.4% Shares Value Biological Products (No Diagnostic Substances) - 8.3% Amgen, Inc. (a) 700 $ 41,776 Biogen, Inc. (a) 800 39,248 Genzyme Corp. (a) 1,600 69,872 Medimmune, Inc. (a) 1,500 58,995 --------------------- --------------------- 209,891 --------------------- Cable & Other Pay Television Services - 1.9% Echostar Communications Corp. (a) 1,700 48,144 --------------------- Computer Communication Equipment - 2.0% Cisco Systems, Inc. (a) 3,000 50,790 --------------------- Computer Communications Equipment - 2.6% Juniper Networks, Inc. (a) 5,300 66,886 --------------------- Computer Storage Devices - 3.4% EMC Corp. (a) 7,200 85,824 --------------------- Computers & Office Equipment - 2.5% International Business Machines, Inc. 600 62,400 --------------------- Electromedical & Electrotherapeutic Apparatus - 1.8% Medtronic, Inc. 1,000 45,210 --------------------- Electronic Components - 4.0% Flextronics International LTD (a) 5,500 100,375 --------------------- Electronic Computers - 4.7% Dell Computer Corp. (a) 2,500 65,275 Sun Microsystems, Inc. (a) 6,200 54,684 --------------------- --------------------- 119,959 --------------------- Functions Related to Depository Banking - 2.6% Concord EFS, Inc. (a) 2,000 66,500 --------------------- Investors - 2.3% Electronic Data Systems Corp. 1,000 57,990 --------------------- Oil, Gas, Field Services - 2.3% Schlumberger LTD 1,000 58,820 --------------------- Optical Instruments & Lenses - 2.6% KLA-Tencor Corp. (a) 1,000 66,500 --------------------- Westcott Technology Fund Schedule of Investments March 31, 2002 (Unaudited) Common Stocks - 93.4% - continued Shares Value Search, Detection, Navigation, Guidance, Aeronautical Sys. - 2.3% Raytheon Co. 1,400 $ 57,470 --------------------- Security Brokers, Dealers & Flotation Companies - 2.1% Investment Technology Group, Inc. 1,000 52,740 --------------------- Semiconductors & Related Devices - 8.7% Analog Devices (a) 1,300 58,552 Intel Corp. 2,200 66,902 Nvidia Corp. (a) 1,200 53,232 Vitesse Semiconductor (a) 4,300 42,140 --------------------- --------------------- 220,826 --------------------- Services - Computer Processing & Data Preparation - 2.2% SunGard Data Systems, Inc. (a) 1,700 56,049 --------------------- Services-Business Services - 2.9% EBAY, Inc. (a) 1,300 73,632 --------------------- Services-Computer Integrated Systems Design - 2.6% Cerner Corp. (a) 1,400 66,794 --------------------- Services-Computer Processing & Data Preparation - 3.1% First Data Corp. 900 78,525 --------------------- Services-Prepackaged Software - 23.1% Borland Software Corp. (a) 5,600 72,856 Check Point Software Technologies LTD (a) 1,700 51,680 Computer Associates International, Inc. 2,800 61,292 Mercury Interactive Corp. (a) 1,800 67,770 Microsoft Corp. (a) 1,000 60,310 Oracle Corp. (a) 6,600 84,480 Siebel Systems, Inc. (a) 1,800 58,698 Symantec Corp. (a) 1,800 74,178 VERITAS Software Corp. (a) 1,200 52,596 --------------------- --------------------- 583,860 --------------------- Special Industry Machinery, - 5.2% Novellus Systems, Inc. (a) 1,200 64,956 Applied Materials, Inc. (a) 1,200 65,124 --------------------- 130,080 --------------------- Telephone & Telegraph Apparatus - 0.2% Corning, Inc. 600 4,572 --------------------- TOTAL COMMON STOCKS (Cost $2,288,916) 2,363,837 --------------------- Westcott Technology Fund Schedule of Investments March 31, 2002 (Unaudited) Convertible Corporate Bonds - 1.4% Juniper Networks, Inc., 4.75%, 03/15/07 50,000 TOTAL CONVERTIBLE CORPORATE BONDS (Cost $38,624) $ 35,750 --------------------- Corporate Bonds - 4.7% Checkpoint Systems, Inc., 5.25%, 11/01/05 50,000 50,313 Echostar Communication Corp., 4.875%, 01/01/07 50,000 45,562 Oak Industries, Inc., 4.875%, 03/01/08 25,000 21,156 --------------------- TOTAL CORPORATE BONDS (Cost $113,146) 117,031 --------------------- TOTAL INVESTMENTS (Cost $2,440,686) - 99.5% 2,516,618 --------------------- Cash and other assets less liabilities - 0.50% 13,526 --------------------- TOTAL NET ASSETS - 100.0% $ 2,530,144 ===================== (a) Non-income producing
Westcott Technology Fund Statment of Assets & Liabilities March 31, 2002 (Unaudited) Assets Investments in securities, at value (cost $2,440,686) $ 2,516,618 Interest receivable 1,974 Dividends receivable 224 Receivable for investments sold 51,938 ----------------- Total assets 2,570,754 ----------------- Liabilities Payable to custodian 25,829 Accrued advisory fees 3,300 Accrued 12b-1 fees 163 Redemptions payable 11,318 ----------------- Total liabilities 40,610 ----------------- Net Assets $ 2,530,144 ================= Net Assets consist of: Paid in capital 4,750,035 Undistributed net investment income (loss) (10,313) Accumulated net realized gain (loss) on investments (2,285,510) Net unrealized appreciation (depreciation) on investments 75,932 ----------------- Net Assets $ 2,530,144 ================= Class A: Net Assets value, and redemption price per share ($59,943 / 25,940) $ 2.31 ================= Maximum offering price per share ($2.31 / 95%) $ 2.43 ================= Class I: Net Assets value, and redemption price per share ($2,470,201 / 1,074,494) $ 2.30 =================
Westcott Technology Fund Statement of Operations for the six months ended March 31, 2002 (Unaudited) Investment Income Dividend income $ 1,736 Interest income 8,219 -------------- Total Income 9,955 -------------- Expenses Investment adviser fee 20,186 12b-1 fee 82 Trustee expenses 1,174 -------------- Total Expenses 21,442 Expenses waived and reimbursed [Note 3] (1,174) -------------- -------------- Total operating expenses 20,268 -------------- -------------- Net Investment Income (Loss) (10,313) -------------- Realized & Unrealized Gain (Loss) Net realized gain (loss) on investment securities (224,055) Change in net unrealized appreciation (depreciation) on investment securities 178,481 -------------- -------------- Net realized and unrealized gain (loss) on investment securities (45,574) -------------- -------------- Net increase (decrease) in net assets resulting from operations $ (55,887) ==============
Westcott Technology Fund Statement of Changes Six months ended March 31, 2002 Year ended Increase (Decrease) in Net Assets (Unaudited) September 30, 2001 ------------------------ ---------------------------- Operations Net investment gain (loss) $ (10,313) $ (5,023) Net realized gain (loss) on investment securities (224,055) (642,446) Change in net unrealized appreciation (depreciation) 178,481 (191,992) ------------------------ ---------------------------- ------------------------ ---------------------------- Net increase (decrease) in net assets resulting from operations (55,887) (839,461) ------------------------ ---------------------------- Distributions From net investment income - - From net realized gain - - ------------------------ ---------------------------- ------------------------ ---------------------------- Total distributions - - ------------------------ ---------------------------- Share Transactions - net increase (decrease) Class A Net proceeds from sale of shares 47,750 - Shares issued in reinvestment of distributions - - Shares redeemed (45,560) (7,629) Total Class A share transactions ------------------------ ---------------------------- 2,190 (7,629) ------------------------ ---------------------------- Class I Net proceeds from sale of shares 2,038,686 280,247 Shares issued in reinvestment of distributions - - Shares redeemed (31,013) (420,864) Total Class I share transactions ------------------------ ---------------------------- 2,007,673 (140,617) ------------------------ ---------------------------- Net increase (decrease) in net assets resulting from share transactions 2,009,863 (148,246) ------------------------ ---------------------------- ------------------------ ---------------------------- Total Increase (Decrease) in Net Assets 1,953,976 (987,707) ------------------------ ---------------------------- Net Assets Beginning of period 576,168 1,563,875 ------------------------ ---------------------------- End of period [including accumulated net investment income (loss) of $(10,313) and $0, respectively] $ 2,530,144 $ 576,168 ======================== ============================ Capital Share Transactions - A Shares Shares sold 19,305 - Shares issued in reinvestment of distributions - - Shares repurchased (19,305) (3,012) ------------------------ ---------------------------- Net increase (decrease) from capital transactions - (3,012) ======================== ============================ Capital Share Transactions - I Shares Shares sold 861,581 112,214 Shares issued in reinvestment of distributions - - Shares repurchased (13,279) (127,625) ------------------------ ---------------------------- Net increase (decrease) from capital transactions 848,302 (15,411) ======================== ============================
Westcott Technology Fund Class A Financial Highlights Six months ended March 31, 2002 Year ended Period ended (Unaudited) Sept. 30, 2001 Sept. 30, 2000 (a) ------------------------ ------------------ ----------------------- Selected Per Share Data Net asset value, beginning of period $ 2.30 $ 5.83 $ 10.00 ------------------------ ------------------ ----------------------- Income (loss) from investment operations Net investment income (loss) (0.01) (0.03) (0.10) Net realized and unrealized gain (loss) 0.02 (3.50) (4.07) ------------------------ ------------------ ----------------------- Total from investment operations 0.01 (3.53) (4.17) ------------------------ ------------------ ----------------------- Less distributions: Distributions from net investment income 0.00 0.00 0.00 Distributions from net realized gains 0.00 0.00 0.00 ------------------------ ------------------ ----------------------- Total distributions 0.00 0.00 0.00 ------------------------ ------------------ ----------------------- ------------------------ ------------------ ----------------------- Net asset value, end of period $ 2.31 $ 2.30 $ 5.83 ======================== ================== ======================= Total Return (d) 0.43% (b) (60.55)% (41.70)(b) Ratios and Supplemental Data Net assets, end of period (000) $60 $60 $169 Ratio of expenses to average net assets 1.95% (c) 1.95% 1.97% (c) Ratio of expenses to average net assets before reimbursement 2.06% (c) 2.24% 2.09% (c) Ratio of net investment income (loss) to average net assets (1.03)(c) (0.90)% (1.61)(c) Ratio of net investment income (loss) to average net assets before reimbursement (1.14)(c) (1.19)% (1.73)(c) Portfolio turnover rate 42.20% 48.57% 154.29% (a) For the period December 9, 1999 (Commencement of Operations) to September 30, 2000 (b) For periods of less than a full year, total return is not annualized (c) Annualized (d) Total return does not reflect any sales load
Westcott Technology Fund Class I Financial Highlights Six months ended March 31, 2002 Year ended Period ended (Unaudited) Sept. 30, 2001 Sept. 30, 2000 (a) ---------------------- ----------------- ------------------- Selected Per Share Data Net asset value, beginning of period $ 2.28 $ 5.77 $ 10.00 ---------------------- ----------------- ------------------- Income (loss) from investment operations Net investment income (loss) (0.01) (0.02) (0.08) Net realized and unrealized gain (loss) 0.03 (3.47) (4.15) ---------------------- ----------------- ------------------- Total from investment operations 0.02 (3.49) (4.23) ---------------------- ----------------- ------------------- Less distributions: Distributions from net investment income 0.00 0.00 0.00 Distributions from net realized gains 0.00 0.00 0.00 ---------------------- ----------------- ------------------- Total distributions 0.00 0.00 0.00 ---------------------- ----------------- ------------------- ---------------------- ----------------- ------------------- Net asset value, end of period $ 2.30 $ 2.28 $ 5.77 ====================== ================= =================== Total Return (d) 0.88% (b) (60.55)% (42.30)(b) Ratios and Supplemental Data Net assets, end of period (000) $2,470 $517 $1,395 Ratio of expenses to average net assets 1.70% (c) 1.70% 1.72% (c) Ratio of expenses to average net assets before reimbursement 1.79% (c) 1.98% 1.86% (c) Ratio of net investment income (loss) to average net assets (0.87)(c) (0.64)% (1.32)(c) Ratio of net investment income (loss) to average net assets before reimbursement (0.96)(c) (0.93)% (1.46)(c) Portfolio turnover rate 42.20% 48.57% 154.29% (a) For the period December 9, 1999 (Commencement of Operations) to September 30, 2000 (b) For periods of less than a full year, total return is not annualized (c) Annualized (d) Total return does not reflect any sales load
Westcott Technology Fund Notes to Financial Statements March 31, 2002 (Unaudited) NOTE 1. ORGANIZATION The Westcott Technology Fund (the "Fund") was organized as a diversified series of AmeriPrime Funds (the "Trust") on September 29, 1999 and commenced operations on December 9, 1999. The Trust is 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 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 of Trustees. The Fund's investment objective is to provide long-term growth of capital. The Board of Trustees has authorized 3 classes of shares of the Fund: Class A shares, Class B shares and Class I shares. Each class is subject to different expenses and a different sales charge structure. The investment advisor to the Fund is Aegis Asset Management, Inc. (the "Adviser"). The Fund's adviser has entered into a sub-advisory agreement with Oxford Capital Management, Inc. ("Oxford Capital"), to serve as the sub-adviser of the Fund and manage the composition of the portfolio of securities and other investments belonging to the Fund. 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 Valuation - Securities that are traded on any exchange or on the NASDAQ over-the-counter market are valued at the last-quoted sale price. Lacking a last sale price, a security is valued at its last bid price except when, in the opinion of the Sub-Adviser, the last bid price does not accurately reflect the current value of the security. All other securities for which over-the-counter market quotations are readily available are valued at their last bid price. When market quotations are not readily available, when the Sub-Adviser determines the last bid price does not accurately reflect the current value, or when restricted securities are being valued, such securities are valued as determined in good faith by the Sub-Adviser, in conformity with guidelines adopted by and subject to review of the Board of Trustees. 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 Sub-Adviser believes such prices accurately reflect the fair market values 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 Sub-Adviser 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 Sub-Adviser, 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 of Trustees has determined will represent fair value. Federal Income Taxes - The Fund intends to qualify each year as a "regulated investment company" under the Internal Revenue Code of 1986, as amended. By so qualifying, the Fund will not be subject to federal income taxes to the extent that it distributes substantially all of its net investment income and any realized capital gains. Dividends and Distributions - The Fund intends to comply with federal tax rules regarding distribution of substantially all its net investment income and capital gains. These rules may cause multiple distributions during the course of the year. Westcott Technology Fund Notes to Financial Statements March 31, 2002 - continued (Unaudited) NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - continued Other - 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. Generally accepted accounting principles require that permanent financial reporting tax differences relating to shareholder distributions be reclassified to paid in capital. NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Aegis Asset Management, Inc., 230 Westcott St., Suite 1, Houston, Texas 77007, (the "Adviser") serves as investment adviser to the Fund. The Adviser was organized as a Texas corporation in 1933. The Adviser manages large capitalization equity, medium capitalization equity, balanced and fixed income portfolios for a variety of tax-exempt and taxable clients. The investment decisions for the Fund are made by a committee of the Adviser, which is primarily responsible for the day-to-day management of the Fund's portfolio. Under the terms of the management agreement (the "Agreement"), the Adviser 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), 12b-1 expenses, fees and expenses of the non-interested person Trustees and extraordinary expenses. As compensation for its management services and agreement to pay the Fund's expenses, the Fund is obligated to pay the Adviser a fee (based on average daily net assets) of 1.70% computed and accrued daily and paid monthly. For the six months ended March 31, 2002, the Adviser received a fee of $20,186 from the Fund. The Adviser has voluntarily agreed to reimburse the Fund for the fees and expenses of the non-interested person Trustees incurred by the Fund for the period ended March 31, 2002. These expense reimbursements are voluntary and can end at any time. For the six months ended March 31, 2002, the Adviser reimbursed expenses of $1,174. The sub-adviser to the Fund is Oxford Capital Management, Inc., 606 Baltimore Avenue, Suite 300, Townson, Maryland 21204 (the "Sub-Adviser"). Under the terms of the sub-advisory agreement, the Sub-Adviser receives a fee from the Adviser computed and accrued daily and paid monthly at an annual rate of 0.50% of the average daily net assets of the Fund. The Fund retain 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, transfer agency, and fund accounting 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 management agreement. A Trustee and the officers of the Trust are members of management and/or employees of Unified. The Fund retains Unified Financial Securities, Inc., a wholly owned subsidiary of Unified Financial Securities, Inc., to act as the principal distributor of the Fund's shares. On behalf of the Class A shares, the Fund has adopted a distribution plan (the "Distribution Plan") under Rule 12b-1 of the Investment Company Act of 1940, as amended. Under the Distribution Plan, the Fund is authorized to pay a fee in an amount not to exceed on an annual basis 0.25% of the average daily net asset value of the Class A shares. Of these expenses, the Fund paid $3 to Westcott Securities LLC, a related broker/dealer under common control, which is registered with the Securities & Exchange Commission, for expenses related to the sale of Class A shares. Westcott Technology Fund Notes to Financial Statements March 31, 2002 - continued (Unaudited) NOTE 4. INVESTMENTS For the six months ended March 31, 2002, purchases and sales of investment securities, other than short-term investments, aggregated $3,366,842 and $7863,631, respectively. At March 31, 2002, the unrealized appreciation for all securities totaled $197,696 and the unrealized depreciation for all securities totaled $121,764 for a net unrealized depreciation of $75,932. The aggregate cost of securities for federal income tax purposes at March 31, 2002 was $2,440,686. NOTE 5. ESTIMATES Preparation of financial statements in accordance with generally accepted accounting principles 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 Adviser is not a registered broker-dealer of securities, but is affiliated with Westcott Securities, LLC. Westcott Securities, LLC may receive commissions on trades made on behalf of the Fund. For the period ended March 31, 2002, Westcott Securities LLC received no brokerage fees and commissions from the Fund. 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 March 31, 2002, Donaldson, Lufkin and Jenrette beneficially owned in aggregate more than 97% of Class A shares of the Fund and Donaldson, Lufkin and Jenrette owned in aggregate more than 97% of Class I shares of the Fund. Westcott Large Cap Fund Schedule of Investments March 31, 2002 (Unaudited) Common Stocks - 77.7% Shares Value Air Transportation, Scheduled - 3.4% Southwest Airlines Co. 10,800 $ 208,980 -------------------- Crude Petroleum & Natural Gas - 3.7% Burlington Resources, Inc. 5,700 228,513 -------------------- Department Stores - 4.0% May Department Stores Co. 7,200 250,920 -------------------- Electric & Other Services Combined - 3.7% Exelon Corp. 4,300 227,771 -------------------- Finance Services - 3.8% American Express Co. 5,700 233,472 -------------------- Fire, Marine, Casualty Insurance - 3.8% Allstate Corp. 6,200 234,174 -------------------- Investors - 3.2% Electronic Data Systems Corp. 3,400 197,166 -------------------- Motor Vehicle Parts & Accessories - 3.8% Delphi Automotive Systems, Inc. (a) 14,600 233,454 -------------------- National Commercial Banks - 11.4% J.P. Morgan Chase & Co. 7,200 256,680 Bank of America Corp. 3,300 224,466 Wells Fargo & Co. 4,600 227,240 -------------------- -------------------- 708,386 -------------------- Newspapers: Publishing or Publishing & Printing - 4.1% Dow Jones & Co., Inc. 4,400 256,168 -------------------- Oil, Gas, Field Services - 3.5% Schlumberger LTD 3,700 217,634 -------------------- Petroleum Refining - 4.0% ChevronTexaco Corp. 2,750 248,243 -------------------- Pharmaceutical Preparations - 3.3% Bristol-Myers Squibb, Inc. 5,000 202,450 -------------------- Plastic Mail, Synth Resin/Rubber, Cellulose (No Glass) - 3.7% DuPont (EI) de NeMours 4,800 226,320 -------------------- Westcott Large Cap Fund Schedule of Investments March 31, 2002 (Unaudited) Common Stocks - 77.7% - continued Shares Value Primary Production of Aluminum - 3.5% Alcoa, Inc. 5,700 $ 215,118 -------------------- Radio Telephone Communications - 2.3% AT&T Wireless Services, Inc. 15,800 141,410 -------------------- Retail-Grocery Stores - 4.2% Albertson's, Inc. 7,850 260,149 -------------------- Telephone Communications (No Radio Telephone) - 8.3% AT&T Corp. 10,600 166,420 SBC Communications, Inc. 4,700 175,968 Verizon Communications, Inc. 3,800 173,470 -------------------- -------------------- 515,858 -------------------- TOTAL COMMON STOCKS (Cost $4,631,037) 4,806,186 -------------------- U. S. Government Notes - 2.3% U. S. Treasury Notes, 9/30/02, 6.00% (Cost $142,784) 140,000 142,701 -------------------- U. S. Treasury Bills - 15.7% U. S. Treasury Bills, 1.75%, 4/4/02 175,000 174,913 U. S. Treasury Notes, 1.75%, 5/2/02 175,000 174,748 U. S. Treasury Bills, 1.76%, 6/2/02 175,000 174,490 U. S. Treasury Bills, 1.79%, 7/5/02 175,000 174,272 U. S. Treasury Bills, 1.89%, 9/5/02 140,000 138,933 U. S. Treasury Bills, 1.83%, 8/8/02 131,000 130,230 -------------------- TOTAL U. S. TREASURY BILLS (Cost $792,839) 967,587 -------------------- Money Market Funds - 9.1% Huntington Investment A, 0.74%, (b) 280,000 280,000 U.S. Bank, 1.27%, (b) 280,625 280,625 -------------------- TOTAL MONEY MARKET SECURITIES (Cost $560,625) 560,625 -------------------- TOTAL INVESTMENTS (Cost $6,301,977) - 104.8% 6,477,099 -------------------- Liabilities in excess of cash and other assets -(4.8)% (294,426) -------------------- TOTAL NET ASSETS - 100.0% $ 6,182,673 -------------------- (a) Non-income producing (b) Variable rate security; the coupon rate shown represents the rate at March 31, 2002.
Statement of Assets & Liabilities March 31, 2002 (Unaudited) Assets Investment in securities (cost $6,301,977) $ 6,477,099 Cash 51,853 Interest receivable 4,679 Dividends receivable 4,199 Receivable for fund shares sold 2,750 ------------------- Total assets 6,540,580 ------------------- Liabilities Accrued advisory fees 6,261 Accrued 12b-1 fees 540 Payable for fund shares purchased 96,525 Payable for investments purchased 254,581 ------------------- Total liabilities 357,907 ------------------- Net Assets $ 6,182,673 =================== Net Assets consist of: Paid in capital 5,999,867 Undistributed net investment income (loss) 7,684 Net unrealized appreciation (depreciation) on investments 175,122 ------------------- Net Assets $ 6,182,673 =================== Class A: Net Asset Value, and redemption price per share ($1,274,724 / 124,075 shares) $ 10.27 =================== Maximum offering price per share ($10.27 / 95%) $ 10.81 =================== Class I: Net Asset Value, offering price and redemption price per share ($4,907,949 / 477,042 shares) $ 10.29 ===================
Westcott Large Cap Fund Statement of Operations for the period December 24, 2001 (commencement of operations) through March 31, 2002 (Unaudited) Investment Income Interest income $ 3,726 Dividend income 18,791 --------------- Total Income 22,517 --------------- Expenses 12b-1 fee - Class A 540 Investment advisor fee 14,293 Trustee's fees 625 --------------- Total expenses 15,458 Expenses reimbursed [Note 3] (625) --------------- --------------- Total operating expenses 14,833 --------------- --------------- Net Investment Income (Loss) 7,684 --------------- Realized & Unrealized Gain (Loss) Change in net unrealized appreciation (depreciation) on investment securities 175,122 --------------- Net realized and unrealized gain (loss) on investment securities 175,122 --------------- --------------- Net increase (decrease) in net assets resulting from operations $ 182,806 ===============
Westcott Large Cap Fund Statement of Changes in Net Assets Six Months ended March 31, 2002 (Unaudited) (a) ---------------------------- Increase (Decrease) in Net Assets Operations Net investment income (loss) $ 7,684 Change in net unrealized appreciation (depreciation) 175,122 ---------------------------- ---------------------------- Net increase (decrease) in net assets resulting from operations 182,806 ---------------------------- Distributions to shareholders From net investment income - From net realized gain - ---------------------------- Total distributions - Share Transactions Class A Net proceeds from sale of shares 2,229,527 Shares issued in reinvestment of distributions - Shares redeemed (1,005,081) ---------------------------- Total Class A share transactions 1,224,446 ---------------------------- Class I Net proceeds from sale of shares 4,970,354 Shares issued in reinvestment of distributions - Shares redeemed (194,933) ---------------------------- Total Class I share transactions 4,775,421 ---------------------------- Net increase (decrease) in net assets resulting from share transactions 5,999,867 ---------------------------- ---------------------------- Total increase (decrease) in net assets 6,182,673 ---------------------------- Net Assets Beginning of period - ---------------------------- End of period [Including undistributed net investment income of $7,684] $ 6,182,673 ============================ Capital Share Transactions - A Shares Shares sold 225,701 Shares issued in reinvestment of distributions - Shares repurchased (101,626) ---------------------------- Net increase (decrease) from capital transactions 124,075 ============================ Capital Share Transactions - I Shares Shares sold 496,272 Shares issued in reinvestment of distributions - Shares repurchased (19,230) ---------------------------- Net increase (decrease) from capital transactions 477,042 ============================ (a) For the period December 24, 2001 (Commencement of Operations) to March 31, 2002
Westcott Large Cap Fund Class A Financial Highlights Period ended March 31, 2002 (Unaudited) (a) -------------------- Selected Per Share Data Net asset value, beginning of period 9.93 -------------------- Income (loss) from investment operations Net investment income (loss) 0.02 Net realized and unrealized gain (loss) 0.32 -------------------- Total from investment operations 0.34 -------------------- Less distributions: Distributions from net investment income - Distributions from net realized gains - -------------------- Total distributions - -------------------- -------------------- Net asset value, end of period $ 10.27 ==================== Total Return (d) 3.42% (b) Ratios and Supplemental Data Net assets, end of period (000) $1,275 Ratio of expenses to average net assets 1.35% (c) Ratio of expenses to average net assets before reimbursement 1.39% (c) Ratio of net investment income (loss) to average net assets 0.75% (c) Ratio of net investment income (loss) to average net assets before reimbursement 0.71% (c) Portfolio turnover rate 0.00% (a) For the period January 10, 2002 (Commencement of Operations) to March 31, 2002 (b) For periods of less than a full year, total return is not annualized (c) Annualized (d) Total return does not reflect any sales load
Westcott Large Cap Fund Class I Financial Highlights Period ended March 31, 2002 (Unaudited) (a) ----------------------- Selected Per Share Data Net asset value, beginning of period 10.00 ----------------------- Income (loss) from investment operations Net investment income (loss) 0.01 Net realized and unrealized gain (loss) 0.28 ----------------------- Total from investment operations 0.29 ----------------------- Less distributions: Distributions from net investment income 0.00 Distributions from net realized gains 0.00 ----------------------- Total distributions 0.00 ----------------------- ----------------------- Net asset value, end of period $ 10.29 ======================= Total Return (d) 2.90% (b) Ratios and Supplemental Data Net assets, end of period (000) $4,908 Ratio of expenses to average net assets 1.10% (c) Ratio of expenses to average net assets before reimbursement 1.15% (c) Ratio of net investment income (loss) to average net assets 0.54% (c) Ratio of net investment income (loss) to average net assets before reimbursement 0.49% (c) Portfolio turnover rate 0.00% (a) For the period December 24, 2001 (Commencement of Operations) to March 31, 2002 (b) For periods of less than a full year, total return is not annualized (c) Annualized (d) Total return does not reflect any sales load
Westcott Large Cap Fund Notes to Financial Statements March 31, 2002 (Unaudited) NOTE 1. ORGANIZATION The Westcott Large Cap Fund (the "Fund") was organized as a diversified series of AmeriPrime Funds (the "Trust") on September 29, 1999 and commenced operations on December 24, 2001. The Trust is 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 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 of Trustees. The Fund's investment objective is to provide long term growth of capital. The Board of Trustees has authorized 3 classes of shares of the Fund: Class A shares, Class B shares, and Class I shares. Each class is subject to different expenses and a different sales charge structure. The investment advisor to the Fund is Aegis Asset Management, Inc. (the "Adviser"). The Adviser has entered into a Sub-Advisory Agreement with Oxford Capital Management, Inc. (the "Sub-Adviser") to serve as the sub-adviser of the Fund and manage the Fund's investments. 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 Valuation - Securities that are traded on any exchange or on the NASDAQ over-the-counter market are valued at the last-quoted sale price. Lacking a last sale price, a security is valued at its last bid price except when, in the opinion of the Sub-Adviser, the last bid price does not accurately reflect the current value of the security. All other securities for which over-the-counter market quotations are readily available are valued at their last bid price. When market quotations are not readily available, when the Sub-Adviser determines the last bid price does not accurately reflect the current value, or when restricted securities are being valued, such securities are valued as determined in good faith by the Sub-Adviser, in conformity with guidelines adopted by and subject to review of the Board of Trustees. 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 Sub-Adviser believes such prices accurately reflect the fair market values 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 Sub-Adviser 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 Sub-Adviser, 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 of Trustees has determined will represent fair value. Federal Income Taxes - The Fund intends to qualify each year as a "regulated investment company" under the Internal Revenue Code of 1986, as amended. By so qualifying, the Fund will not be subject to federal income taxes to the extent that it distributes substantially all of its net investment income and any realized capital gains. Dividends and Distributions - The Fund intends to comply with federal tax rules regarding distribution of substantially all its net investment income and capital gains. These rules may cause multiple distributions during the course of the year. Westcott Large Cap Fund Notes to Financial Statements March 31, 2002 - continued (Unaudited) NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - continued Other - 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. Generally accepted accounting principles require that permanent financial reporting tax differences relating to shareholder distributions be reclassified to paid in capital. NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Aegis Asset Management, Inc., 230 Westcott St., Suite 1, Houston, Texas 77007, (the "Adviser") serves as investment adviser to the Fund. The Adviser was organized as a Texas corporation in 1933. William S. Kilroy Jr. is the controlling shareholder of the Adviser. The Adviser manages large capitalization equity, medium capitalization equity, balanced and fixed income portfolios for a variety of tax-exempt and taxable clients. Under the terms of the management agreement (the "Agreement"), the Adviser 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), 12b-1 expenses, fees and expenses of the non-interested person Trustees and extraordinary expenses. As compensation for its management services and agreement to pay the Fund's expenses, the Fund is obligated to pay the Adviser a fee (based on average daily net assets) of 1.10% computed and accrued daily and paid monthly. For the period December 24, 2001 (commencement of operations) through March 31, 2002, the Adviser received a fee of $14,293 from the Fund. The Adviser has contractually agreed to reimburse the Fund for the fees and expenses of the non-interested person Trustees incurred by the Fund through January 31, 2003. For the period December 24, 2001 (commencement of operations) through March 31, 2002, the Adviser reimbursed expenses of $625. The sub-adviser to the Fund is Gulf Investment Management, Inc., Three Memorial City Plaza, 840 Gessner, Suite 500, Houston, TX, 77024-4258, (the "Sub-Adviser"). Thomas G. Macrini, Managing Director and CIO of the Sub-Adviser, may be deemed to control the Sub-Adviser as a result of his beneficial ownership of shares of the Sub-Adviser. Under the terms of the sub-advisory agreement, the Sub-Adviser receives a fee from the Adviser computed and accrued daily and paid monthly at an annual rate of 0.50% of the average daily net assets of the Fund. The Fund retain 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, transfer agency, and fund accounting 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 management agreement. A Trustee and the officers of the Trust are members of management and/or employees of Unified. The Fund retains Unified Financial Securities, Inc., a wholly owned subsidiary of Unified Financial Securities, Inc., to act as the principal distributor of the Fund's shares. On behalf of the Class A shares, the Fund has adopted a distribution plan (the "Distribution Plan") under Rule 12b-1 of the Investment Company Act of 1940, as amended. Under the Distribution Plan, the Fund is authorized to pay a fee in an amount not to exceed on an annual basis 0.25% of the average daily net asset value of the Class A shares. For the period December 24, 2001 (commencement of operations) through March 31, 2002, the Fund incurred distribution expenses of $540 for Class A shares. Westcott Large Cap Fund Notes to Financial Statements March 31, 2002 - continued (Unaudited) NOTE 4. INVESTMENTS For the period December 24, 2001 (commencement of operations) through March 31, 2002, purchases of investment securities, other than short term investments, aggregated $4,631,037 and there were no sales. At March 31, 2002, the unrealized appreciation for all securities totaled $298,806 and the unrealized depreciation for all securities totaled $123,684 for a net unrealized depreciation of $175,122. The aggregate cost of securities for federal income tax purposes at March 31, 2002 was $6,301,977. NOTE 5. ESTIMATES Preparation of financial statements in accordance with generally accepted accounting principles 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 Adviser is not a registered broker-dealer of securities, but is affiliated with Westcott Securities, LLC. Westcott Securities, LLC can receive commissions on trades made on behalf of the Fund. For the period ended March 31, 2002, Westcott Securities, LLC received $2,085 in commissions from the Fund. 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 March 31, 2002, Donaldson, Lufkin, and Jenrette beneficially owned in aggregate more than 83% of Class A shares of the Fund and Donaldson, Lufkin and Jenrette owned in aggregate more than 31% of Class I shares of the Fund. -----END PRIVACY-ENHANCED MESSAGE-----