-----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, F+U5UEgXqvLgyoKR4zCi8OL14HcIkMUE6flwx1O04Ei77KJ4fMeAjTEQY9jpNXDy diGuk5V3S4j7jQ0CMuAh2Q== 0001035449-03-000347.txt : 20031002 0001035449-03-000347.hdr.sgml : 20031002 20031002145617 ACCESSION NUMBER: 0001035449-03-000347 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030731 FILED AS OF DATE: 20031002 EFFECTIVENESS DATE: 20031002 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-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-09096 FILM NUMBER: 03923867 BUSINESS ADDRESS: STREET 1: 431 NORTH PENNSYLVANIA STREET 2: STREET CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 317-917-7000 MAIL ADDRESS: STREET 1: 431 NORTH PENNSYLVANIA STREET 2: STREET CITY: INDIANAPOLIS STATE: IN ZIP: 46204 N-CSR 1 ampncsr0703.txt AMERIPRIME united states Securities and exchange commission washington, d.c. 20549 form n-csr certified shareholder report of registered management investment companies Investment Company Act file number 811-09096 Ameriprime Funds - ----------------------------------------------------------------------- (Exact name of registrant as specified in charter) 431 N. Pennsylvania St. Indianapolis, IN 46204 - ---------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Timothy Ashburn Unified Fund Services, 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: 07/31 ----------------- Date of reporting period: 07/31/03 ---------- 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. 3507. Item 1. Reports to Stockholders. August 18, 2003 Dear Fellow Shareholders: We are pleased to present the fifth annual report of the Dobson Covered Call Fund (DBCCX). We would also like to welcome the new shareholders to our Fund this past year and thank them for investing with us. I would like to refer you to the management discussion and analysis that follows for specific details about the Dobson Covered Call Fund performance, our expectations for the future and other topics in the news regarding the Mutual Fund Industry. We welcome your comments and again thank you for investing with us. Sincerely, /s/ Charles L. Dobson Charles L. Dobson Portfolio Manager The prospectus should be read carefully before investing. To request a prospectus for more complete information, including charges and expenses, call toll free 1-877-2-DOBSON OR 1-877-236-2766. Past performance does not guarantee future results. Shares when redeemed may be worth more or less than their original cost. Distributed by Unified Financial Securities, Inc., 431 North Pennsylvania Street Indianapolis, IN 46204 Member NASD, SIPC Management's Discussion of Fund Performance For the 12 month period ended July 31, 2003 our Fund had a total return of 6.91% while the S&P 500 Index had a total return of 10.64%. From Inception through July 31, 2003 our Fund's annualized return was -.27%, while the S&P 500 Index annualized return was -4.10%. Our Fund's monthly standard deviation based on monthly returns from April 1, 1999 was 3.79 and the S&P 500 standard deviation for the same period was 5.11. Standard deviation is a statistical term that measures the divergence of returns around the average return. The lower this number, the less volatile returns were over the defined time period. DBCCX S&P 500 Index Standard Deviation (volatility level comparison 4/1/99 through 7/31/03) 3.79 5.11 6 month actual return for the period ended 7/31/03 10.31% 16.78% 1 year actual return for the period 8/1/02 through 7/31/03) 6.91% 10.64% 3 year average annual return for the period 8/1/00 through 7/31/03 -3.98 -10.24% Average annual return since inception (3/24/99) through 7/31/03 -0.27% -4.10% Volatility (Risk) Comparison DBCCX S&P 500 3.79 5.11 Comparison in the change in value of a $10,000 investment in the Dobson Covered Call Fund and the unmanaged S&P 500 Index Dobson S & P 500 3/22/99 10,000.00 10,000.00 7/31/99 10,780.00 10,572.59 1/31/00 10,842.58 11,163.50 7/31/00 11,167.02 11,520.55 1/31/01 11,301.17 11,062.55 7/31/01 10,983.65 9,870.22 1/31/02 10,858.90 9,270.74 7/31/02 9,246.19 7,531.63 1/31/03 8,961.23 7,135.68 7/31/03 9,884.77 8,332.78 This graph shows the value of a hypothetical initial investment of $10,000 in the Fund and the S&P 500 Index on March 24, 1999 (inception of the Fund) and held through July 31, 2003. The S&P 500 Index is a widely recognized unmanaged index of common stock prices. The Index returns do not reflect expenses, which have been deducted from the Fund's return. These performance figures include the change in value of the stocks in the index plus the reinvestment of dividends and are not annualized. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. THE FUND'S RETURN REPRESENTS PAST PERFORMANCE AND DOES NOT PREDICT FUTURE RESULTS. Investment returns and principal values will fluctuate so that our shares, when redeemed, may be worth more or less than their original purchase price. For more information on the Dobson Covered Call Fund, please call 1-877-2-Dobson or 1-877-236-2766 to request a prospectus. Investing in the Fund involves certain risks that are discussed in the Fund's prospectus. Please read the prospectus carefully before you invest or send money. For the benefit of our new shareholders, I want to review our estimate of returns relative to the S&P 500 Index. When the Index appreciates between 0% and 10% annualized we expect to capture or exceed all of that return. If the Index appreciates between 10% and 20% annualized, we expect to capture between 66% and 75% of that return. If the Index appreciates over 20% annualized, we expect to capture between 50% and 66% of that appreciation. If the Index is negative we expect to lose about 50% of any decline. I want to emphasize that these are expectations not guarantees but they represent our best estimates of how the Fund should perform based on historical returns of the Index and option premium levels. Given what I just said, the first question that comes to my mind and (I'm sure to yours) is why did we not meet expectations for the past fiscal year. Looking at the six month period from February 2003 through the end of July 2003, your Fund returned 10.31% while the index appreciated 16.78%. This amounts to an annualized return for the Index of just over 36%. During that period we captured 61% of that increase which is in the middle of our expected return for moves of that magnitude. Generally when you get a very rapid rise in the Index over a very short time period of time, in this case 6 months, our expectations for a period that includes the previous 6 months (12 months total) will not be met unless the Index declined a like amount the previous six months. Although we did outperform the Index by 2.18% the first six months of the fiscal year, and with power of compounding we reduced the lag to 3.69% for the fiscal year, we were not able to overcome the 6.5% lag the second half of the fiscal year. (In actuality the Index appreciated 15.4% in the second quarter alone but I believe using a 6 month time period will more clearly explain our results). The question is can we overcome lags of this nature over the long term. We believe the answer is yes. If one looks at the history of quarterly market returns since 1950 only about 15% of the time does the Index appreciate more than 10% in any given calendar quarter. We recognize there is a high probability that we will lag the Index during those periods. Historically there is also about a 27% probability of the Index appreciating between 5% and 10% in any quarter. Again, there is also a good probability we may lag the Index in those quarters. That means that approximately 58 % of the time the Index appreciates less than 5% a quarter. Most would agree that if you have a 58% probability of `winning' that investment should be considered. That is the essence of our covered call strategy. We expect to lag the Index when it appreciates rapidly and do better than the Index when it is flat or negative. Looking at our results from inception we have done just that. In fact we have done better than expected. For the slightly more than four years and four months our Fund has been operating the annualized return has been -.27% while the Index declined -4.10% on an annualized basis. For the long term conservative investor, this suggests our Fund should be considered part of one's overall asset allocation. To get a better understanding of these concepts we refer you to our website, www.dobsoncapital.com. For those of you without access to the internet please call us toll free at 877-546-3066 and we will send you the written explanations. Overall we are pleased with results from inception and believe we have a reasonable probability of meeting expectations in the future. As always, past performance does not guarantee future results. Management's Expectations for the Future As we have said in the past we are of the opinion that the Index will generate returns of less than 10% on an annualized basis for the next several years. It is our opinion that globalization will foster greater competition and therefore profits will be harder to achieve. We are of the belief that overall world wide demand for goods and services will increase but we also believe there will be more suppliers to provide these goods and services. It is not unreasonable to assume that as what are now called less developed countries become more developed they will develop and produce their own products and services that will compete with what U. S. companies provide. This should not be interpreted as a doom and gloom scenario. In our opinion growth will still occur but at lower rates than we saw in the 1990's. If our estimate of single digit returns for the next several years is correct, allocating a portion of your assets to our covered call strategy would be as prudent, as the last four plus years have demonstrated. We recognize we could be wrong so we always encourage investors to have a broadly diversified portfolio. Management's Discussion of Mutual Fund Issues There have been many issues in the press recently regarding Mutual Fund Disclosure. We would like to address some of them here. 1. Portfolio Ownership. As of July 31, 2003 I am not only the Portfolio Manager of our Fund but am the beneficial owner of approximately 21% of the outstanding shares. 2. Soft Dollars. Although soft dollar arrangements are permitted, it is our belief that commission dollars should be used to keep commission costs low. Therefore we have not nor do we intend to use commission dollars to pay for research or other services. 3. Broker/Dealers. Currently we deal with three broker dealers for the purchase and sale of stocks and options. All have agreed to the same commission costs. A fourth broker/dealer would not agree to the lower commission rates of the others so we are not doing any new positions there. As a result of the increase in shareholders we were able to reduce our commission on stock by $.01 per share and the commission on options by $.50 a contract. As of this date none of the Broker/Dealers we use has any clients with us. 4. Disaster Recovery. This past year we physically moved our computers to another location to simulate a building disaster. All of our systems were able to function immediately. The only difficulty we experienced was with telephone lines. E-mail obviously worked fine. We also e-mail a copy of the portfolio to our primary backup, the Portfolio Manager's home, any day changes are made to the portfolio. Our service provider, Unified Fund Services, Inc., in Indianapolis, Indiana, and our custodian bank UMB Bank, N.A. in Kansas City also have copies of our positions. We believe this will allow us to recover from any major disaster. I hope the above analysis has been useful and informative. Please do not hesitate to call me toll free at 877-546-3066 if you have any questions and please visit our website at www.dobsoncapital.com. Dobson Covered Call Fund Schedule of Investments July 31, 2003 Common Stocks - 97.33% Shares Value Air Courier Services - 1.34% FedEx Corp. 1,000 $ 64,390 --------------- Aircraft - 1.38% Boeing Co. 2,000 66,240 --------------- Aircraft Engines & Engine Parts - 1.57% United Technologies Corp. 1,000 75,230 --------------- Beverages - 3.79% Coca-Cola Co. 2,000 89,940 PepsiCo, Inc. 2,000 92,140 --------------- 182,080 --------------- Biological Products (No Diagnostic Substances) - 2.90% Amgen, Inc. (a) 2,000 139,160 --------------- Cable & Other Pay Television Services - 1.47% Comcast Corp. Class A (a) 2,323 70,433 --------------- Canned, Frozen & Preserved Fruit, Vegetable & Food Specialty - 0.71% H.J. Heinz Co. 1,000 34,060 --------------- Chemical & Allied Products - 1.47% Dow Chemical Co. 2,000 70,600 --------------- Computer Communication Equipment - 1.63% Cisco Systems, Inc. (a) 4,000 78,080 --------------- Computers & Office Equipment - 3.39% International Business Machines Corp. 2,000 162,500 --------------- Construction Machinery & Equipment - 2.81% Caterpillar, Inc. 2,000 134,940 --------------- Cutlery, Handtools & General Hardware - 0.64% The Gillette Co. 1,000 30,760 --------------- Diversified - 0.59% Honeywell International, Inc. 1,000 28,280 --------------- Electric Services - 1.92% Duke Energy Corp. 2,000 35,100 The Southern Co. 2,000 56,880 --------------- 91,980 ---------------
See accompanying notes which are an integral part of the financial statements. Dobson Covered Call Fund Schedule of Investments - continued July 31, 2003 Common Stocks - 97.33% - continued Shares Value Electromedical & Electrotherapeutic Apparatus - 2.15% Medtronic, Inc. 2,000 $ 103,000 --------------- Electronic & Other Electrical Equipment (No Computer Equipment) - 1.78% General Electric Co. 3,000 85,320 --------------- Electronic Computers - 2.10% Dell, Inc. (a) 3,000 101,040 --------------- Finance Services - 5.39% American Express Co. 2,000 88,340 First Data Corp. 2,000 75,520 Morgan Stanley Dean Witter & Co. 2,000 94,880 --------------- 258,740 --------------- Fire, Marine & Casualty Insurance - 2.68% American International Group, Inc. 2,000 128,400 --------------- Motor Vehicles & Passenger Car Bodies - 1.79% Ford Motor Co. 1,000 11,060 General Motors Corp. 2,000 74,860 --------------- 85,920 --------------- National Commercial Banks - 11.81% Bank of America Corp. 1,000 82,570 Bank One Corp. 3,000 118,680 Citigroup, Inc. 4,333 194,119 J.P. Morgan Chase & Co. 2,000 70,100 Wells Fargo & Co. 2,000 101,060 --------------- 566,529 --------------- Oil & Gas Field Services - 0.94% Schlumberger Ltd.. 1,000 45,070 --------------- Paper Mills - 1.63% International Paper Co. 2,000 78,240 --------------- Petroleum Refining - 4.49% ChevronTexaco Corp. 2,000 144,220 Exxon Mobil Corp. 2,000 71,160 --------------- 215,380 ---------------
See accompanying notes which are an integral part of the financial statements. Dobson Covered Call Fund Schedule of Investments - continued July 31, 2003 Common Stocks - 97.33% - continued Shares Value Pharmaceutical Preparations - 10.02% Bristol-Myers Squibb Co. 3,000 $ 78,600 Johnson & Johnson 2,000 103,580 Merck & Co., Inc. 2,000 110,560 Pfizer, Inc. 2,400 80,064 Schering-Plough Corp. 1,000 16,980 Wyeth 2,000 91,160 --------------- 480,944 --------------- Photographic Equipment & Supplies - 0.58% Eastman Kodak, Co. 1,000 27,630 --------------- Radio & Tv Broadcasting & Communications Equipment - 0.78% QUALCOMM, Inc. 1,000 37,460 --------------- Radiotelephone Communications - 0.06% AT&T Wireless Services, Inc. (a) 321 2,738 --------------- Retail - Drug Stores & Proprietary Stores - 1.87% Walgreen Co. 3,000 89,760 --------------- Retail - Eating Places - 1.44% McDonald's Corp. 3,000 69,030 --------------- Retail - Lumber & Other Building Materials Dealers - 1.95% Home Depot Inc. 3,000 93,600 --------------- Retail - Variety Stores - 5.89% Target Corp. 3,000 114,960 Wal-Mart Stores, Inc. 3,000 167,730 --------------- 282,690 --------------- Security Brokers, Dealers & Flotation Companies - 2.48% Merrill Lynch & Co., Inc. 2,000 108,740 The Charles Schwab Corp. 1,000 10,410 --------------- 119,150 --------------- Semiconductors & Related Devices - 3.27% Agere Systems, Inc. - Class A (a) 10 28 Agere Systems, Inc. - Class B (a) 264 700 Intel Corp. 4,000 99,800 Texas Instruments, Inc. 3,000 56,610 --------------- 157,138 ---------------
See accompanying notes which are an integral part of the financial statements. Dobson Covered Call Fund Schedule of Investments - continued July 31, 2003 Common Stocks - 97.33% - continued Shares Value Services - Miscellaneous Amusement & Recreation - 0.46% Walt Disney Co. 1,000 $ 21,920 --------------- Services - Prepackaged Software - 2.70% Microsoft Corp. 4,000 105,600 Oracle Corp. (a) 2,000 24,000 --------------- 129,600 --------------- Soap, Detergent, Cleaning Preparations, Perfumes, Cosmetics - 1.83% Procter & Gamble Co. 1,000 87,870 --------------- Telephone & Telegraph Apparatus - 0.04% Lucent Technologies, Inc. (a) 1,000 1,760 --------------- Telephone Communications (No Radiotelephone) - 3.59% AT&T Corp. 1,200 25,512 BellSouth Corp. 3,000 76,410 SBC Communications, Inc. 3,000 70,080 --------------- 172,002 --------------- TOTAL COMMON STOCKS (Cost $5,027,883) $ 4,669,664 --------------- Money Market Securities - 7.80% Federal Prime Obligation Fund, 0.70%, (Cost $374,431) (b) 374,431 374,431 --------------- TOTAL INVESTMENTS (Cost $5,402,314) - 105.13% $ 5,044,095 --------------- Liabilities in excess of other assets - (5.13%) (246,315) --------------- TOTAL NET ASSETS - 100.00% $ 4,797,780 ===============
(a) Non-income producing. (b) Variable rate security; the coupon rate shown represents the rate at July 31, 2003. See accompanying notes which are an integral part of the financial statements. Dobson Covered Call Fund Schedule of Investments - continued July 31, 2003 Options Written July 31, 2003 Shares Subject Common Stocks / Expiration Date @ Exercise Price to Call Value - ------------------------------------------------------------ ------------ --------------- American Express / October 2003 @ 40 1,000 $ 4,900 American Express / January 2004 @ 50 1,000 1,250 American International Group, Inc. / August 2003 @ 60 1,000 5,200 American International Group, Inc. / November 2003 @ 65 1,000 3,400 Amgen, Inc. / October 2003 @ 65 1,000 6,300 Amgen, Inc. / August 2003 @ 70 1,000 1,200 American Telephone & Telegraph Co. / October 2003 @ 20 1,200 3,240 Bank of America Corp. / August 2003 @ 75 1,000 8,500 Bank One Corp. / November 2003 @ 40 1,500 2,775 Bank One Corp. / August 2003 @ 37.5 1,500 3,300 BellSouth Corp. / October 2003 @ 25 1,000 1,600 BellSouth Corp. / January 2004 @ 30 2,000 1,000 Boeing Co. / August 2003 @ 27.5 1,000 5,650 Boeing Co. / November 2003 @ 35 1,000 1,200 Bristol-Myers Squibb Co. / September 2003 @ 27.5 1,000 650 Bristol-Myers Squibb Co. / September 2003 @ 25 2,000 3,700 Caterpillar, Inc. / November 2003 @ 55 1,000 13,900 Caterpillar, Inc. / August 2003 @ 55 1,000 13,100 ChevronTexaco Corp. / September 2003 @ 70 1,000 3,600 ChevronTexaco Corp. / December 2003 @ 75 1,000 1,750 Cisco Systems, Inc. / October 2003 @ 17.5 2,000 5,300 Cisco Systems, Inc. / January 2004 @ 20 2,000 3,500 Citigroup, Inc. / September 2003 @ 40 1,000 5,400 Citigroup, Inc. / September 2003 @ 42.5 2,000 6,600 Citigroup, Inc. / December 2003 @ 45 1,300 3,380 Coca-Cola Co. / November 2003 @ 47.5 1,000 1,050 Coca-Cola Co. / August 2003 @ 45 1,000 1,200 Comcast Corp. Class A / September 2003 @ 32.5 1,300 1,300 Comcast Corp. Class A / October 2003 @ 32.5 1,000 1,250 Dell, Inc. / November 2003 @ 32.5 2,000 5,600 Dell, Inc. / August 2003 @ 30 1,000 3,800 Disney Co. / October 2003 @ 20 1,000 2,700 Dow Chemical / September 2003 @ 35 1,000 1,650 Dow Chemical / December 2003 @ 35 1,000 2,400 Eastman Kodak / September 2003 @ 25 1,000 3,100 Exxon Mobil / October 2003 @ 37.5 1,000 400 Exxon Mobil / January 2004 @ 37.5 1,000 900 FedEx Corp. / October 2003 @ 65 1,000 2,300 First Data / November 2003 @ 45 1,000 375 First Data / August 2003 @ 42.5 1,000 50 General Electric Co. / December 2003 @ 30 1,000 950 General Electric Co. / September 2003 @ 30 2,000 800 General Motors Corp. / December 2003 @ 40 1,000 1,300
See accompanying notes which are an integral part of the financial statements. Dobson Covered Call Fund Schedule of Investments - continued July 31, 2003 Options Written July 31, 2003 - continued Shares Subject Common Stocks / Expiration Date @ Exercise Price to Call Value - ------------------------------------------------------------ ------------ --------------- General Motors Corp. / September 2003 @ 37.5 1,000 $ 1,400 Gillette / December 2003 @ 35 1,000 400 H.J. Heinz Co. / September 2003 @ 30 1,000 4,150 Home Depot Inc. / August 2003 @ 30 2,000 3,700 Home Depot Inc. / November 2003 @ 30 1,000 3,200 Honeywell International, Inc. / September 2003 @ 25 1,000 3,400 Intel Corp. / October 2003 @ 22.5 2,000 7,000 Intel Corp. / January 2004 @ 25 2,000 4,750 International Business Machines / August 2003 @ 85 1,000 400 International Business Machines / September 2003 @ 85 1,000 1,400 International Paper / August 2003 @ 37.5 1,000 2,100 International Paper / October 2003 @ 40 1,000 1,400 J.P. Morgan Chase & Co. / December 2003 @ 35 1,000 2,600 J.P. Morgan Chase & Co. / September 2003 @ 30 1,000 5,700 Johnson & Johnson / January 2004 @ 55 1,000 400 Johnson & Johnson / October 2003 @ 60 1,000 175 McDonald's Corp. / September 2003 @ 22.5 1,500 1,950 McDonald's Corp. / December 2003 @ 22.5 1,500 2,700 Medtronic, Inc. / November 2003 @ 50 1,000 3,300 Medtronic, Inc. / August 2003 @ 50 1,000 1,950 Merck & Co., Inc. / January 2004 @ 65 1,000 600 Merck & Co., Inc. / October 2003 @ 60 1,000 700 Merrill Lynch & Co., Inc. / October 2003 @ 45 1,000 9,500 Merrill Lynch & Co., Inc. / January 2004 @ 50 1,000 7,400 Microsoft Corp. / October 2003 @ 27.5 2,000 1,800 Microsoft Corp. / January 2004 @ 27.5 2,000 3,400 Morgan Stanley / October 2003 @ 50 1,000 1,900 Morgan Stanley / August 2003 @ 45 1,000 3,700 PepsiCo, Inc. / January 2004 @ 50 1,000 1,050 PepsiCo, Inc. / October 2003 @ 45 1,000 3,000 Pfizer, Inc. / September 2003 @ 35 1,000 450 Pfizer, Inc. / December 2003 @ 37.5 1,400 700 Procter & Gamble Co. / October 2003 @ 95 1,000 650 QUALCOMM, Inc. / October 2003 @ 37.5 1,000 2,800 SBC Communications / January 2004 @ 30 1,000 250 SBC Communications / October 2003 @ 25 2,000 1,300 Schlumberger Ltd. / November 2003 @ 50 1,000 1,150 Target Corp. / October 2003 @ 35 1,500 7,350 Target Corp. / January 2004 @ 40 1,500 3,750 Texas Instruments / October 2003 @ 20 1,500 1,500 Texas Instruments / January 2004 @ 20 1,500 2,625 United Technologies / August 2003 @ 65 1,000 11,700 Wal-Mart Stores, Inc. / September 2003 @ 60 1,000 400
See accompanying notes which are an integral part of the financial statements. Dobson Covered Call Fund Schedule of Investments - continued July 31, 2003 Options Written July 31, 2003 - continued Shares Subject Common Stocks / Expiration Date @ Exercise Price to Call Value - ------------------------------------------------------------ ------------ --------------- Wal-Mart Stores, Inc. / December 2003 @ 60 2,000 $ 3,200 Walgreen Co. / October 2003 @ 32.5 1,500 975 Walgreen Co. / January 2004 @ 32.5 1,500 1,650 Wells Fargo & Co. / October 2003 @ 50 1,000 1,975 Wells Fargo & Co. / January 2004 @ 55 1,000 800 Wyeth / October 2003 @ 45 1,000 2,900 Wyeth / January 2004 @ 50 1,000 2,150 --------------- Total (premiums received $187,668) 113,200 $ 274,920 ===============
See accompanying notes which are an integral part of the financial statements. Dobson Covered Call Fund Statement of Assets and Liabilities July 31, 2003 Assets Investments in securities, at value (cost $5,402,314) $ 5,044,095 Interest receivable 175 Dividends receivable 6,970 Receivable for options written 13,030 Receivable from advisor 27,622 ----------------- Total assets 5,091,892 ----------------- Liabilities Covered call options written (premiums received $187,668) 274,920 Accrued expenses 19,192 ----------------- Total liabilities 294,112 ----------------- Net Assets $ 4,797,780 ================= Net Assets consist of: Paid in capital 5,280,255 Accumulated net realized gain (loss) on investments (37,004) Net unrealized appreciation (depreciation) on investments (445,471) ----------------- Net Assets, for 699,918 shares $ 4,797,780 ================= Net Asset Value Offering price and redemption price per share ($4,797,780 / 699,918) $ 6.85 =================
See accompanying notes which are an integral part of the financial statements. Dobson Covered Call Fund Statement of Operations Year ended July 31, 2003 Investment Income Dividend income $ 41,627 Interest income 1,691 ------------- Total Income 43,318 ------------- Expenses Investment advisor fee - Administration expenses 30,000 Auditing expenses 13,090 Custodian expenses 12,510 Transfer agent expenses 10,960 Legal expenses 10,401 Fund accounting expenses 9,600 Pricing expenses 7,217 Trustee expenses 3,237 Miscellaneous expenses 2,945 Registration expenses 2,049 Printing expenses 2,041 Insurance expenses 1,578 ------------- Total Expenses 105,628 Reimbursed expenses (72,756) ------------- Total operating expenses 32,872 ------------- Net Investment Income (Loss) 10,446 ------------- Realized & Unrealized Gain (Loss) Net realized gain (loss) on investment securities 1,516 Net realized gain (loss) on options transactions 3,023 Change in net unrealized appreciation (depreciation) on investment securities 218,573 ------------- Net realized and unrealized gain (loss) on investment securities 223,112 ------------- Net increase (decrease) in net assets resulting from operations $ 233,558 =============
See accompanying notes which are an integral part of the financial statements. Dobson Covered Call Fund Statements of Changes In Net Assets Year ended Year ended Increase (Decrease) in Net Assets July 31, 2003 July 31, 2002 ----------------- ----------------- Operations Net investment income (loss) $ 10,446 $ 3,990 Net realized gain (loss) on investment securities 1,516 (9,035) Net realized gain (loss) on options transactions 3,023 131,486 Change in net unrealized appreciation (depreciation) 218,573 (401,685) ----------------- ----------------- Net increase (decrease) in net assets resulting from operations 233,558 (275,244) ----------------- ----------------- Distributions From net investment income (3,978) (5,586) From net realized gain (93,218) (178,824) ----------------- ----------------- Total distributions (97,196) (184,410) ----------------- ----------------- Capital Share Transactions Proceeds from shares sold 3,371,983 236,552 Reinvestment of distributions 97,196 184,410 Amount paid for shares repurchased (200,229) (221,333) ----------------- ----------------- Net increase (decrease) in net assets resulting from share transactions 3,268,950 199,629 ----------------- ----------------- Total Increase (Decrease) in Net Assets 3,405,312 (260,025) ----------------- ----------------- Net Assets Beginning of period 1,392,468 1,652,493 ----------------- ----------------- End of period $ 4,797,780 $ 1,392,468 ================= ================= Capital Share Transactions Shares sold 512,521 28,863 Shares issued in reinvestment of distributions 15,046 23,462 Shares repurchased (29,941) (26,939) ----------------- ----------------- Net increase (decrease) from capital transactions 497,626 25,386 ================= =================
See accompanying notes which are an integral part of the financial statements. Dobson Covered Call Fund Financial Highlights Year ended Year ended Year ended Year ended Period ended July 31, 2003 July 31, 2002 July 31, 2001 July 31, 2000 July 31, 1999 (c) --------------- --------------- ---------------- ---------------- ------------------- Selected Per Share Data Net asset value, beginning of period $ 6.88 $ 9.34 $ 10.67 $ 10.78 $ 10.00 --------------- --------------- ---------------- ---------------- ---------------- Income from investment operations Net investment income (loss) 0.03 0.02 0.04 0.03 0.01 Net realized and unrealized gain (loss) 0.42 (1.36) (0.22) 0.35 0.77 --------------- --------------- ---------------- ---------------- ---------------- Total from investment operations 0.45 (1.34) (0.18) 0.38 0.78 --------------- --------------- ---------------- ---------------- ---------------- Less Distributions to shareholders: From net investment income (0.02) (0.03) (0.18) (0.01) 0.00 From net realized gain (0.46) (1.09) (0.97) (0.48) 0.00 --------------- --------------- ---------------- ---------------- ---------------- Total distributions (0.48) (1.12) (1.15) (0.49) 0.00 --------------- --------------- ---------------- ---------------- ---------------- Net asset value, end of period $ 6.85 $ 6.88 $ 9.34 $ 10.67 $ 10.78 =============== =============== ================ ================ ================ Total Return 6.91% (15.82)% (1.64)% 3.59% 7.80% (b) Ratios and Supplemental Data Net assets, end of period (000) $ 4,798 $ 1,392 $ 1,652 $ 1,540 $ 1,375 Ratio of expenses to average net assets 1.50% 1.50% 1.50% 1.50% 1.50% (a) Ratio of expenses to average net assets before waiver & reimbursement 4.83% 5.51% 5.19% 5.47% 9.77% (a) Ratio of net investment income to average net assets 0.48% 0.26% 0.44% 0.31% 0.32% (a) Ratio of net investment income to average net assets before waiver & reimbursement (2.85)% (3.75)% (3.25)% (3.66)% (7.95)%(a) Portfolio turnover rate 0.47% 6.51% 6.62% 31.75% 47.01%
(a) Annualized. (b) For periods of less than a full year, total return is not annualized. (c) March 24, 1999 (commencement of operations) to July 31, 1999. See accompanying notes which are an integral part of the financial statements. Dobson Covered Call Fund Notes to Financial Statements July 31, 2003 NOTE 1. ORGANIZATION Dobson Covered Call Fund (the "Fund") was organized as a diversified series of the AmeriPrime Funds (the "Trust") on March 22, 1999 and commenced operations on March 24, 1999. The Trust is an open-end investment company established under the laws of Ohio by an Agreement and Declaration of Trust dated August 8, 1995 (the "Trust Agreement"). The Trust Agreement permits the Trustees to issue an unlimited number of shares of beneficial interest of separate series without par value. The Fund is one of a series of funds currently authorized by the Trustees. The Fund's investment objective is total return over the long term. The investment advisor to the Fund is Dobson Capital Management, Inc. (the "Advisor"). NOTE 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. Securities Valuations - 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 Fund's Advisor, 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 Advisor 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 Advisor, 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 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 of Trustees has determined will represent fair value. Option writing - When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current fair value of the option written. Premiums received from writing options that expire unexercised are treated by the Fund on the expiration date as realized gains from investments. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining whether the Fund has realized a gain or loss. If a put option is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund as writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option. 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. Dobson Covered Call Fund Notes to Financial Statements July 31, 2003 - continued NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - continued Dividends and Distributions - The Fund intends to distribute substantially all of its net investment income as dividends to its shareholders on an annual basis. The Fund intends to distribute its net long-term capital gains and its net short-term capital gains at least once a year. 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. NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES The Fund retains Dobson Capital Management, Inc., 1422 S. Van Ness Street, Santa Ana, CA 92707 to serve as investment advisor to the Fund. The Advisor is a California corporation established in September 1998. Charles L. Dobson is the president, director and sole shareholder of the Advisor, and is primarily responsible for the day-to-day management of the Fund's portfolio. Under the terms of the management agreement, (the "Agreement"), the Advisor manages the Fund's investments subject to approval of the Board. As compensation for its management services, the Fund is obligated to pay the Advisor a fee computed and accrued daily and paid monthly at an annual rate of 0.80% of the average daily net assets of the Fund, less the amount by which total operating expenses, including management fees, exceed 1.50% of the average value of its daily net assets. The Advisor has contractually agreed to reimburse the Fund for the operating expenses it incurs, but only to the extent necessary to maintain the Fund's total annual operating expenses (excluding brokerage costs, borrowing costs, taxes and extraordinary expenses) at 1.50% of its average daily net assets. For the year ended July 31, 2003, the Advisor received fees of $0 from the Fund. For the year ended July 31, 2003, the Advisor reimbursed Fund expenses of $72,756. At July 31, 2003 there was a net receivable from the Advisor in the amount of $27,622. The Fund retains Unified Fund Services, Inc. ("Unified"), a wholly owned subsidiary of Unified Financial Services, Inc., to manage the Fund's business affairs and provide the Fund with administrative services, including all regulatory reporting and necessary office equipment and personnel. Unified receives a monthly fee from the Fund equal to an annual rate of 0.10% of the Fund's assets under $50 million, 0.075% of the Fund's assets from $50 million to $100 million, and 0.050% of the Fund's assets over $100 million (subject to a minimum fee of $2,500 per month). For the year ended July 31, 2003, the administrator received fees of $30,000 from the Fund for administrative services provided to the Fund. Certain Trustees and the officers of the Trust are members of management and employees of Unified, and/or shareholders of Unified Financial Services, Inc., the parent of Unified. The Fund also retains Unified to act as the Fund's transfer agent and fund accountant. For its services as transfer agent, Unified receives a monthly fee from the Fund of $1.20 per shareholder (subject to a minimum monthly fee of $750). For the year ended July 31, 2003, Unified received fees of $10,960 from the Fund for transfer agent services provided to the Fund. For its services as fund accountant, Unified receives an annual fee from the Fund equal to 0.0275% of the Fund's assets up to $100 million, 0.0250% of the Fund's assets from $100 million to $300 million, and 0.0200% of the Fund's assets over $300 million (subject to various monthly minimum fees, the maximum being $2,100 per month for assets of $20 million to $100 million). For the year ended July 31, 2003, Unified received fees of $9,600 from the Fund for fund accounting services provided to the Fund. Dobson Covered Call Fund Notes to Financial Statements July 31, 2003 - continued NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - continued The Fund retains Unified Financial Securities, Inc. (the "Distributor) to act as the principal distributor of its shares. The Fund has adopted a plan, pursuant to Rule 12b-1 under the Investment Company Act of 1940, which permits the Fund to pay directly, or reimburse the Fund's Advisor and Distributor, for certain distribution and promotion expenses related to marketing its shares, in an amount not to exceed 0.25% of the average daily net assets of the Fund. Effective December 10, 1999 the 12b-1 plan was inactivated. Timothy L. Ashburn (a Trustee and officer of the Trust) and Thomas G. Napurano (an officer of the Trust) are a director and officer, respectively, of the Distributor and of Unified Financial Services, Inc. (the parent company of the Distributor), and may be deemed to be affiliates of the Distributor. NOTE 4. INVESTMENTS For the year ended July 31, 2003, purchases and sales of investment securities, other than short-term investments, aggregated $3,036,722 and $10,259, respectively. As of July 31, 2003, the gross unrealized appreciation for all securities totaled $301,010 and the gross unrealized depreciation for all securities totaled $783,938 for a net unrealized depreciation of $482,928. The aggregate cost of securities and options for federal income tax purposes at July 31, 2003 was $5,252,103. The difference between book cost and tax cost consists of wash sales in the amount of $15,376 and post-October losses of $22,081. 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 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 July 31, 2003, Pershing, LLC, for the benefit of others, owned 67.21% of the Fund. NOTE 7. CALL OPTIONS WRITTEN As of July 31, 2003, portfolio securities valued at $4,315,192 were held in escrow by the custodian as cover for call options written by the Fund. Transactions in options written during the year ended July 31, 2003 were as follows: Number of Premiums Contracts Received Options outstanding at July 31, 2002 353 35,712 Options written 2,689 361,307 Options terminated in closing purchase transactions (700) (80,749) Options expired (1,210) (128,602) Options exercised - - --------- ---------- Options outstanding at July 31, 2003 1,132 $187,668 Dobson Covered Call Fund Notes to Financial Statements July 31, 2003 - continued NOTE 8. DISTRIBUTION TO SHAREHOLDERS On December 11, 2002, an income distribution of $0.0195 per share and capital gain distribution of $0.4569 were declared. The dividends were paid on December 12, 2002 to shareholders of record on December 11, 2002. The tax character of distributions paid during the fiscal years 2003 and 2002 were as follows: Distributions paid from: 2003 2002 ------------- ------------ Ordinary Income $ 3,978 $ 5,586 Short-Term Capital Gain 93,218 176,278 Long-Term Capital Gain - 2,546 ------------- ------------ $ 97,196 $184,410 ============= ============ As of July 31, 2003, the components of distributable earnings (accumulated losses) on a tax basis were as follows: Undistributed ordinary income/(accumulated losses) $ - Undistributed long-term capital gain/(accumulated losses) 453 Unrealized appreciation/(depreciation) (482,928) --------------- $ (482,475) =============== The difference between book basis and tax basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of wash sales and post-October losses. TRUSTEES AND OFFICERS The Board of Trustees supervises the business activities of the Trust. Each Trustee serves as a trustee until termination of the Trust unless the Trustee dies, resigns, retires, or is removed. The following table provides information regarding each Trustee who is an "interested person" of the Trust, as defined in the Investment Company Act of 1940, and each officer of the Trust. Number of Portfolios Name, Age and Address Position(s) Held with the Fund Complex1 Length of Time Served in Fund Complex1 Overseen by Trustee - ----------------------------- -------------------------------------------- ------------------------------- ---------------------- Timothy Ashburn(2) President, Secretary and Trustee President and Secretary since 24 October 2002; Trustee of c/o Unified Fund Services, AmeriPrime Advisors Trust Inc. since November 2002, 431 N. Pennsylvania St. AmeriPrime Funds since Indianapolis, IN 46204 December 2002, and Unified Series Trust since October Year of Birth: 1950 2002 - ----------------------------- -------------------------------------------- ------------------------------- ----------------------
- -------------------------------------------------------------------------- ------------------------------------------------------ Principal Occupations During Past 5 Years Other Directorships Held by Trustee - -------------------------------------------------------------------------- ------------------------------------------------------ Chairman of Unified Financial Services, Inc. since 1989 and Chief Unified Financial Services, Inc. Executive Officer from 1989 to 1992 and 1994 to April 2002; President of since 1989 Unified Financial Services from November 1997 to April 2000. - -------------------------------------------------------------------------- ------------------------------------------------------
Number of Portfolios Name, Age and Address Position(s) Held with the Fund Complex1 Length of Time Served in Fund Complex1 Overseen by Trustee - ----------------------------- -------------------------------------------- ------------------------------- ---------------------- Ronald C. Tritschler(3) Trustee Trustee of AmeriPrime Funds 24 and Unified Series Trust c/o Unified Fund Services, since December 2002 and Inc. AmeriPrime Advisors Trust 431 N. Pennsylvania St. since November 2002 Indianapolis, IN 46204 Year of Birth: 1952 - ----------------------------- -------------------------------------------- ------------------------------- ----------------------
Principal Occupations During Past 5 Years Other Directorships Held by Trustee - -------------------------------------------------------------------------- ------------------------------------------------------ Chief Executive Officer, Director and legal counsel of The Webb None Companies, a national real estate company, from 2001 to present; Executive Vice President and Director of The Webb Companies from 1990 to 2000; Director, The Lexington Bank, 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. - -------------------------------------------------------------------------- ------------------------------------------------------
Position(s) Held with the Fund Complex1 Length of Time Served Number of Portfolios Name, Age and Address in Fund Complex1 Overseen by Trustee - ----------------------------- -------------------------------------------- ------------------------------- ---------------------- Thomas G. Napurano Treasurer and Chief Financial Officer Since October 2002 for N/A AmeriPrime Funds and c/o Unified Fund Services, AmeriPrime Advisors Trust; Inc. since December 2002 for 431 N. Pennsylvania St. Unified Series Trust Indianapolis, IN 46204 Year of Birth: 1941 - ----------------------------- -------------------------------------------- ------------------------------- ----------------------
Principal Occupations During Past 5 Years Other Directorships Held by Trustee - -------------------------------------------------------------------------- ------------------------------------------------------ Chief Financial Officer and Executive Vice President of Unified N/A Financial Services, Inc., the parent company of the Trust's administrator and principal underwriter; member of the board of directors of Unified Financial Services, Inc. from 1989 to March 2002. - -------------------------------------------------------------------------- ------------------------------------------------------
Number of Portfolios Name, Age and Address Position(s) Held Length of Time Served in Fund Complex(1) with Trust Overseen by Trustee - ----------------------------- -------------------------------------------- ------------------------------- ---------------------- Carol Highsmith Assistant Secretary Since October 2002 for N/A AmeriPrime Funds and c/o Unified Fund Services, Ameriprime Advisors Trust; Inc. since December 2002 for 431 N. Pennsylvania St. Unified Series Trust Indianapolis, IN 46204 Year of Birth: 1964 - ----------------------------- -------------------------------------------- ------------------------------- ----------------------
Principal Occupations During Past 5 Years Other Directorships Held - -------------------------------------------------------------------------- ------------------------------------------------------ Employed by Unified Fund Services, Inc. (November 1994 to present); Vice None President and Asst. Secretary of Lindbergh Funds; Asst. Secretary of AmeriPrime Funds and AmeriPrime Advisors Trust (October 2002 to present). - -------------------------------------------------------------------------- ------------------------------------------------------
(1) The term "Fund Complex" refers to AmeriPrime Funds, AmeriPrime Advisors Trust, and Unified Series Trust. (2) Mr. Ashburn is an "interested person" of the Trust because he is an officer of the Trust. In addition, he may be deemed to be an "interested person" of the Trust because he is Chairman and a director of Unified Financial Securities, Inc., the principal underwriter for certain funds in the Fund Complex. (3)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 principal underwriter for certain funds in the Fund Complex. The following table provides information regarding each Trustee who is not an "interested person" of the Trust, as defined in the Investment Company Act of 1940. Number of Portfolios in Name, Age and Address Position(s) Held with the Fund Fund Complex1 Overseen Complex1 Length of Time Served by Trustee - ------------------------------ ---------------------------------- ----------------------- ------------------------- Gary E. Hippenstiel Trustee Trustee of AmeriPrime 24 Funds since 1995, c/o Unified Fund Services, AmeriPrime Advisors Inc. Trust since July 2002 431 N. Pennsylvania St. and Unified Series Indianapolis, IN 46204 Trust since December 2002 Year of Birth: 1947 - ------------------------------ ---------------------------------- ----------------------- -------------------------
Principal Occupations During Past 5 Years Other Directorships Held by Trustee - ----------------------------------------------------------------- ------------------------------------------------- Director, Vice President and Chief Investment Officer of Legacy None Trust Company, N.A. since 1992. - ----------------------------------------------------------------- -------------------------------------------------
Position(s) Held Length of Time Served Number of Portfolios in Name, Age and Address with the Fund Complex1 Fund Complex1 Overseen by Trustee - ------------------------------ ---------------------------------- ----------------------- ------------------------- Stephen A. Little Trustee Trustee of AmeriPrime 24 Funds and Unified c/o Unified Fund Services, Series Trust since Inc. December 2002 and 431 N. Pennsylvania St. AmeriPrime Advisors Indianapolis, IN 46204 Trust since November 2002 Year of Birth: 1946 - ------------------------------ ---------------------------------- ----------------------- -------------------------
Principal Occupations During Past 5 Years Other Directorships Held by Trustee - ----------------------------------------------------------------- ------------------------------------------------- President and founder, The Rose, Inc., a registered investment None advisor, since April 1993. - ----------------------------------------------------------------- -------------------------------------------------
Position(s) Held with the Fund Number of Portfolios in Name, Age and Address Complex1 Length of Time Served Fund Complex1 Overseen by Trustee - ------------------------------ ---------------------------------- ----------------------- ------------------------- Daniel Condon Trustee Trustee of AmeriPrime 24 Funds and Unified c/o Unified Fund Services, Series Trust since Inc. December 2002 and 431 N. Pennsylvania St. AmeriPrime Advisors Indianapolis, IN 46204 Trust since November 2002 Year of Birth: 1950 - ------------------------------ ---------------------------------- ----------------------- -------------------------
- ----------------------------------------------------------------- ------------------------------------------------- Principal Occupations During Past 5 Years Other Directorships Held by Trustee - ----------------------------------------------------------------- ------------------------------------------------- Vice President and General Manager, International Crankshaft None Inc., an automotive equipment manufacturing company, 1990 to present; Trustee, The Unified Funds, from 1994 to 2002; Trustee, Star Select Funds, a REIT mutual fund, from 1997 to 2000. - ----------------------------------------------------------------- -------------------------------------------------
1 The term "Fund Complex" refers to AmeriPrime Funds, AmeriPrime Advisors Trust and Unified Series Trust. Proxy Voting A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-877-546-3066. INDEPENDENT AUDITOR'S REPORT To The Shareholders and Board of Trustees Dobson Covered Call Fund (a series of the AmeriPrime Funds) We have audited the accompanying statement of assets and liabilities of the Dobson Covered Call Fund, including the schedule of portfolio investments, as of July 31, 2003, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the four years in the period then ended, and for the period of March 24, 1999 (commencement of operations) through July 31, 1999. 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 audits. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. 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 investments and cash held as of July 31, 2003 by correspondence with the custodian and broker. 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 audits provide 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 the Dobson Covered Call Fund as of July 31, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended and for the period of March 24, 1999 (commencement of operations) through July 31, 1999, in conformity with accounting principles generally accepted in the United States. /s/ McCurdy & Associates CPA's, Inc. McCurdy & Associates CPA's, Inc. Westlake, Ohio 44145 August 11, 2003 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. See Item 10(a) for a copy of all described amendments. (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. Not applicable Item 5. Audit Committee of Listed Companies. Not applicable. Item 6. Reserved. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds. Not applicable. Item 8. Reserved. Item 9. Controls and Procedures. (a) Based on an evaluation of the registrant's disclosure controls and procedures as of September 30, 2003, the disclosure controls and procedures are reasonably designed to ensure that the information required in filings on Forms N-CSR is recorded, processed, summarized, and reported on a timely basis. (b) There were no significant changes in the registrant's internal control over financial reporting that occurred during the registrant's last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 10. Exhibits. (a)(1) Code is filed herewith (a)(2) Certifications required by Item 10(a)(2) of Form N-CSR are filed herewith. (b) Certification required by Item 10(b) of Form N-CSR is filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Ameriprime Funds By /s/ Timothy Ashburn Timothy Ashburn, President Date 10/1/03 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /s/ Timothy Ashburn Timothy Ashburn, President Date 10/1/03 By /s/ Thomas G. Napurano Thomas Napurano, Treasurer and Chief Financial Officer Date 9/30/03 --------------------------------------- EX-32 3 ex99906cert.txt AMERIPRIME EX-99.906CERT certification Timothy Ashburn, President, and Thomas Napurano, Treasurer and Chief Financial Officer of Ameriprime Funds (the "Registrant"), each certify to the best of his or her knowledge that: 1. The Registrant's periodic report on Form N-CSR for the period ended July 31, 2003 (the "Form N-CSR") fully complies with the requirements of Sections 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Chief Executive Officer Chief Financial Officer Ameriprime Funds Ameriprime Funds /s/ Timothy Ashburn /s/ Thomas G Napurano Timothy Ashburn Thomas Napurano Date: 10/1/03 Date: 9/30/03 ------------------------ ---------------- A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Ameriprime Funds and will be retained by Ameriprime Funds and furnished to the Securities and Exchange Commission (the "Commission") or its staff upon request. This certification is being furnished to the Commission solely pursuant to 18 U.S.C. 1350 and is not being filed as part of the Form N-CSR filed with the Commission. EX-31 4 ex99cert.txt AMERIPRIME Exhibit 99.CERT CERTIFICATIONS I, Timothy Ashburn, certify that: 1. I have reviewed this report on Form N-CSR of Ameriprime Funds; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 10/1/03 /s/ Timothy Ashburn Timothy Ashburn, President I, Thomas Napurano, certify that: 1. I have reviewed this report on Form N-CSR of Ameriprime Funds; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 9/30/03 /s/ Thomas G. Napurano ----------------------- Thomas Napurano, Treasurer and Chief Financial Officer EX-99 5 ex99codeeth.txt AMERIPRIME AMERIPRIME ADVISORS TRUST AMERIPRIME FUNDS UNIFIED SERIES TRUST CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS I. Covered Officers/Purpose of the Code This code of ethics (this "Code") applies to the Principal Executive Officer and Principal Financial Officer and those serving similar functions (the "Covered Officers" each of whom is set forth in Exhibit A) of AmeriPrime Advisors Trust, AmeriPrime Funds and Unified Series Trust (each a "Company") for the purpose of promoting: o honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; o full, fair, accurate, timely and understandable disclosure in reports and documents that a Company files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by a Company; o compliance with applicable laws and governmental rules and regulations; o the prompt internal reporting of violations of this Code to an appropriate person or persons identified in this Code; and o accountability for adherence to this Code. Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. II. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest Overview. A "conflict of interest" occurs when a Covered Officer's private interests interfere with the interests of, or the Covered Officer's service to, a Company. For example, a conflict of interest would arise if a Covered Officer, or a member of the Covered Officer's family, receives improper personal benefits as a result of the Covered Officer's position with the Company. Certain conflicts of interest arise out of the relationships between Covered Officers and a Company and already are subject to conflict of interest provisions in the Investment Company Act of 1940 ("Investment Company Act") and the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with a Company because of their status as "affiliated persons" of the Company. This Code does not, and is not intended to, repeat or replace any compliance programs and procedures of any Company or the investment adviser designed to prevent, or identify and correct, violations of the Investment Company Act and the Investment Advisers Act. Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between a Company and an investment adviser or the administrator of which a Covered Officer is also an officer or employee. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties, whether formally for a Company or the administrator, be involved in establishing policies and implementing decisions that will have different effects on the adviser or the administrator and the Company. The participation of the Covered Officers in such activities is inherent in the contractual relationship between a Company and the administrator and is consistent with the performance by the Covered Officers of their duties as officers of the Company. Thus, if performed in conformity with the provisions of the Investment Company Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by each Company's Board of Trustees ("Board") that the Covered Officers may also be officers or employees of one or more investment companies covered by other codes. Other conflicts of interest are covered by this Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under this Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of any Company. Each Covered Officer must: o not use personal influence or personal relationships improperly to influence investment decisions or financial reporting by a Company whereby the Covered Officer would benefit personally to the detriment of the Company; o not cause a Company to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Company; o not use material non-public knowledge of portfolio transactions made or contemplated for a Company to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; o report at least annually any affiliations or other relationships related to conflicts of interest that the Company's Trustees and Officers Questionnaire covers. The Secretary of each Company shall be designated the Compliance Officer of the Company, solely for purposes of this Code of Ethics. There are some conflict of interest situations that should always be discussed with the Compliance Officer of a Company, if material. Examples of these include: o service as a director on the board of any public company; o the receipt of any non-nominal gifts; o the receipt of any entertainment from any company with which a Company has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any questions of impropriety; o any ownership interest in, or any consulting or employment relationship with, any Company's service providers, other than its principal underwriter, administrator or any affiliated person thereof; and o a direct or indirect financial interest in commissions, transaction charges, soft dollar credits or spreads paid by a Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer's employment, such as compensation or equity ownership. III. Disclosure and Compliance o Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to each Company. o Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about a Company to others, whether within or outside the Company, including to the Company's directors and auditors, and to governmental regulators and self-regulatory organizations. o Each Covered Officer should, to the extent appropriate within the Covered Officer's area of responsibility, consult with other officers and employees of each Company and of the advisers or the administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Company files with, or submits to, the SEC and in other public communications made by the Company. o It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. IV. Reporting and Accountability Each Covered Officer must: o upon adoption of this Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that the Covered Officer has received, read, and understands this Code; o annually thereafter affirm to the Board that the Covered Officer has complied with the requirements of this Code; o not retaliate against any other Covered Officer or any employee of a Company or their affiliated persons for reports of potential violations that are made in good faith; and o notify the Compliance Officer promptly if the Covered Officer knows of any violation of this Code. Failure to do so is itself a violation of this Code. The Compliance Officer is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. However, any approvals or waivers sought by a Covered Officer will be considered by the Audit Committee (the "Committee"), which will make recommendations to the Board. Each Company will follow these procedures in investigating and enforcing this Code: o the Compliance Officer for the Company will take all appropriate action to investigate any potential violations reported to the Compliance Officer; o the Compliance Officer will review with the outside legal counsel to the Company the findings and conclusions of such investigation; o if, after such investigation and review, the Compliance Officer believes that no violation has occurred, the Compliance Officer is not required to take any further action; o any matter that the Compliance Officer believes is a violation will be reported to the Committee; o if the Committee concurs that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures (including changes to this Code); notification of the violation to appropriate personnel of the investment adviser or the administrator or its board; or a recommendation to take disciplinary action against the Covered Officer, which may include, without limitation, dismissal; o the Board will be responsible for granting waivers, as appropriate; and o any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules on Form N-CSR. V. Other Policies and Procedures This Code shall be the sole code of ethics adopted by each Company for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Each Company's and its investment advisers' and underwriters codes of ethics under Rule 17j-1 under the Investment Company Act are separate requirements applying to the Covered Officers and others, and are not part of this Code. VI. Amendments Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of independent trustees. VII. Confidentiality To the extent possible, all records, reports and other information prepared, maintained or acquired pursuant to this Code will be treated as confidential, it being understood that it may be necessary or advisable, that certain matters be disclosed to third parties (e.g., to the board of directors or officers of the adviser or the administrator). VIII. Internal Use This Code is intended solely for the internal use by each Company and does not constitute an admission, by or on behalf of the Company, as to any fact, circumstance, or legal conclusion. Adopted July 21, 2003 Exhibit A Persons Covered by this Code of Ethics Timothy Ashburn Thomas Napurano Anthony Ghoston Ismael Lopez Carol Highsmith Exhibit B AMERIPRIME ADVISORS TRUST AMERIPRIME FUNDS UNIFIED SERIES TRUST Covered Officer Affirmation of Understanding In accordance with Section IV of the Code of Ethics for Principal Executive and Senior Financial Officers (the "Code"), the undersigned Covered Officer of the Company (as defined in the Code) hereby affirms to the Board that the Covered Officer has received, read, and understands the Code. Date: ___________________ _________________________________________ Covered Officer Exhibit C AMERIPRIME ADVISORS TRUST AMERIPRIME FUNDS UNIFIED SERIES TRUST Covered Officer Annual Affirmation For the period July 1, 2003 to May 31, 2004 In accordance with Section IV of the Code of Ethics for Principal Executive and Senior Financial Officers (the "Code"), the undersigned Covered Officer of the Company (as defined in the Code) hereby affirms to the Board that the Covered Officer, at all times during the period for which this affirmation is given, has complied with each of the requirements of the Code. Date: ___________________ _________________________________________ Covered Officer -----END PRIVACY-ENHANCED MESSAGE-----