-----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, GfMMwcVXxZRDWtWZcwjVe34SCGQ8b/RRy2XfQvkqSEVpheAzoil9Fo2iwCKz3Irc /GlAvLb4pZynEkN7BMLAqQ== 0001035449-04-000213.txt : 20040510 0001035449-04-000213.hdr.sgml : 20040510 20040510171217 ACCESSION NUMBER: 0001035449-04-000213 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040229 FILED AS OF DATE: 20040510 EFFECTIVENESS DATE: 20040510 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-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-09096 FILM NUMBER: 04794103 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-CSRS 1 afncsr0204.txt AMERIPRIME FUNDS 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 431 N. Pennsylvania Street 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: 8/31 -------------------- Date of reporting period: 2/29/04 ------------------- Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. Item 1. Reports to Stockholders. ================================================================================ IMS Strategic Income Fund ================================================================================ Semi-Annual Report February 29, 2004 (Unaudited) Fund Advisor: IMS Capital Management, Inc. 8995 S.E. Otty Road Portland, Oregon 97266 Toll Free (800) 934-5550 IMS Strategic Income Fund Schedule of Investments February 29, 2004 (Unaudited) Common Stocks - 37.05% Shares Value ------------ ------------ Cigarettes - 2.01% RJ Reynolds Tobacco Holdings, Inc. 14,700 $ 907,431 ------------ Credit & Other Finance - 2.88% Allied Capital Corp. 42,200 1,296,806 ------------ Crude Petroleum & Natural Gas - 6.22% Enterprise Products Partners LP 33,900 770,208 Kerr-McGee Corp. 18,100 945,725 Petrofund Energy Trust 83,000 1,083,150 ------------ 2,799,083 ------------ Electric Services - 1.97% UIL Holdings Corp. 18,400 885,224 ------------ Investment Advice - 2.58% Alliance Capital Management Holding LP 31,400 1,161,800 ------------ National Commercial Banks - 4.63% Bank of America Corp. 10,700 876,544 KeyCorp 13,400 434,428 Union Planters Corp. 25,800 773,484 ------------ 2,084,456 ------------ Pharmaceutical Preparations - 1.73% Merck & Co., Inc. 16,200 778,896 ------------ Plastics Products - 3.20% Tupperware Corp. 75,500 1,442,050 ------------ Real Estate Investment Trusts - 9.88% Friedman, Billings, Ramsey Group, Inc. 33,935 903,350 Gables Residential Trust 47,000 1,648,760 HRPT Properties Trust 171,100 1,895,788 ------------ 4,447,898 ------------ Telephone Communications - 1.95% Alltel Corp. 17,000 880,600 ------------ TOTAL COMMON STOCKS (Cost $14,773,870) 16,684,244 ------------ Preferred Securities - 15.77% Ameren Corp., 9.750% 43,000 1,209,375 Centurytel, Inc., 6.875% 30,000 753,750 Electronic Data Systems Corp., 7.625% 55,400 997,200 Hillman Group Capital Trust, 11.600% 29,700 787,050 Host Marriott Financial, 6.750% 21,000 1,115,625 Metropolitan Mortgage & Securities, Inc., 9.9984% (b) 118,400 - Motorola, Inc., 7.000% 13,900 710,637 Realty Income Corp., 9.500% 58,100 1,527,449 Western United Holding, 8.5008% (c) 26,804 - ------------ TOTAL PREFERRED SECURITIES (Cost $10,454,326) 7,101,086 ------------ Convertible Preferred Securities - 5.24% Capstead Mortgage Corp., $1.26 89,200 1,215,350 Cummins Capital Trust I, 7.000% 6,300 394,537 Ford Capital Trust II, 6.500% 14,200 750,825 ------------ TOTAL CONVERTIBLE PREFERRED SECURITIES (Cost $1,900,640) 2,360,712 ------------
See accompanying notes which are an integral part of the financial statements. IMS Strategic Income Fund Schedule of Investments - Continued February 29, 2004 (Unaudited) Mutual Funds - 17.04% Shares Value ------------ ------------ ACM Income Fund, Inc. 126,100 $ 1,081,938 Alliance World Dollar Government Fund II, Inc. 79,400 1,002,028 American Strategic Income III Fund 54,000 723,060 Global High Income Dollar Fund 81,800 1,480,580 PIMCO Corporate Opportunity Fund 107,000 1,797,600 Pioneer High Yield Fund - Class A 131,417 1,590,140 ------------ TOTAL MUTUAL FUNDS (Cost $7,330,948) 7,675,346 ------------ Principal Amount ------------ Corporate Bonds - 19.40% Akamai Technologies Subordinated Convertible Notes, Inc., 5.500%, 7/1/2007 $ 1,995,000 2,007,469 Goodyear Tire & Rubber Notes, 8.500%, 3/1/2007 580,000 556,800 Land O Lakes, Inc., 8.750%, 11/15/2011 500,000 436,250 Lucent Technologies, Inc., Medium Term Notes, 7.700%, 5/19/2010 1,060,000 991,100 Lucent Technologies, Inc., Medium Term Notes, 8.000%, 5/18/2015 165,000 154,275 Marvel Enterprises Senior Notes, 12.000%, 6/15/2009 1,400,000 1,526,000 NEXTEL Communication Senior Notes, 9.500%, 2/1/2011 600,000 676,500 Public Service Energy Senior Notes, 10.000%, 10/1/2009 660,000 768,075 Qwest Capital Funding Notes, 7.750%, 8/15/2006 340,000 343,400 Rite Aid Corp. Senior Notes, 11.250%, 7/1/2008 670,000 738,675 Service Corp. International Notes, 7.700%, 4/15/2009 500,000 537,500 ------------ TOTAL CORPORATE BONDS (Cost $7,856,685) 8,736,044 ------------ Certificates of Deposit - 0.00% Summit Securities CD, 8.50%, 11/29/2007 (b) 250,000 - Summit Securities CD, 8.50%, 12/26/2007 (b) 300,000 - ------------ TOTAL CERTIFICATES OF DEPOSIT (Cost $550,000) - ------------ Money Market Securities - 3.67% Huntington Money Market Fund - Investment Shares, 0.20% (a) 1,650,739 1,650,739 ------------ TOTAL MONEY MARKET SECURITIES (Cost $1,650,739) 1,650,739 ------------ TOTAL INVESTMENTS (Cost $44,517,208) - 98.17% $ 44,208,171 ------------ Other assets in excess of liabilities - 1.83% 825,228 ------------ TOTAL NET ASSETS - 100.00% $ 45,033,399 ============
(a) Variable rate security; the coupon rate shown represents the rate at February 29, 2004. (b) Company has filed Chapter 11. All interest and principal payments have been halted. (c) Subsidiary companies have filed Chapter 11. See accompanying notes which are an integral part of the financial statements. Options Written February 29, 2004 Shares Subject Common Stocks / Expiration Date @ Exercise Price to Call Value - ----------------------------------------------------------------------------- ------------ Alliance Capital Management Holding LP / March 2004 @ 30 42,000 $ 35,700
See accompanying notes which are an integral part of the financial statements. IMS Strategic Income Fund Statement of Assets and Liabilities February 29, 2004 (Unaudited) Assets Investments in securities, at value (cost $44,517,208) $ 44,208,171 Interest receivable 210,649 Dividends receivable 7,553 Other assets 11,187 Receivable for fund shares sold 732,656 ----------------- Total assets 45,170,216 ----------------- Liabilities Cost of call options written (Premiums received $20,160) 35,700 Accrued advisory fees 43,781 Redemptions payable 29,124 Accrued trustee fees 1,933 Accrued expenses 26,279 ----------------- Total liabilities 136,817 ----------------- Net Assets $ 45,033,399 ================= Net Assets consist of: Paid in capital 44,941,009 Accumulated net investment income (loss) (97,948) Accumulated net realized gain (loss) on investments 514,915 Net unrealized appreciation (depreciation): On investments (309,037) On written options (15,540) ----------------- Net Assets $ 45,033,399 ================= Shares oustanding (unlimited number of shares issued with no par value) 4,089,189 ----------------- Net asset value and offering price per share ($45,033,399 / 4,089,189) $ 11.01 ================= Redemption price per share (a) $ 10.95 =================
(a) The redemption price per share reflects a redemption fee of 0.50% on shares redeemed within 90 days of purchase. See accompanying notes which are an integral part of the financial statements. IMS Strategic Income Fund Statement of Operations Six months ended February 29, 2004 (Unaudited) Investment Income Dividend income $ 1,143,739 Interest income 465,137 --------------- Total Income 1,608,876 --------------- Expenses Investment advisor fee (See note 3) 242,781 Administration expenses 14,346 Transfer agent expenses 13,157 Fund accounting expenses 10,285 Registration expenses 8,424 Auditing expenses 5,641 Custodian expenses 4,925 Legal expenses 3,689 Trustee expenses 2,691 Printing expenses 2,103 Miscellaneous expenses 1,712 Insurance expenses 348 Pricing expenses 223 --------------- Total Expenses 310,325 --------------- Net Investment Income (Loss) 1,298,551 --------------- Realized & Unrealized Gain (Loss) Net realized gain (loss) on investment securities 605,850 Capital gain income from investments 42,989 Change in net unrealized appreciation (depreciation): on investment securities (768,032) on written options (15,540) --------------- Net realized and unrealized gain (loss) on investment securities (119,193) --------------- Net increase (decrease) in net assets resulting from operations $ 1,179,358 ===============
See accompanying notes which are an integral part of the financial statements. IMS Strategic Income Fund Statements of Changes In Net Assets Six months ended Feb. 29, 2004 Period ended Increase (Decrease) in Net Assets (Unaudited) Aug. 31, 2003 (a) ----------------- -------------- Operations Net investment income (loss) $ 1,298,551 $ 649,544 Net realized gain (loss) on investment securities 648,839 (60,457) Change in net unrealized appreciation (depreciation) (768,032) 458,995 ----------------- -------------- Net increase (decrease) in net assets resulting from operations 1,179,358 1,048,082 ----------------- -------------- Distributions From net investment income (1,413,431) (632,612) From net realized gain (73,467) - ----------------- -------------- Total distributions (1,486,898) (632,612) ----------------- -------------- Capital Share Transactions Proceeds from shares sold 24,302,965 28,991,779 Reinvestment of distributions 1,279,896 562,786 Amount paid for shares repurchased (7,806,830) (2,389,587) ----------------- -------------- Net increase (decrease) in net assets resulting from share transactions 17,776,031 27,164,978 ----------------- -------------- Total Increase (Decrease) in Net Assets 17,468,491 27,580,448 ----------------- -------------- Net Assets Beginning of period 27,580,448 - ----------------- -------------- End of period $ 45,048,939 $ 27,580,448 ================= ============== Accumulated net investment income (loss) $ (97,948) $ 16,932 ----------------- -------------- Capital Share Transactions Shares sold 2,194,467 2,651,244 Shares issued in reinvestment of distributions 116,244 51,196 Shares repurchased (706,525) (217,437) ----------------- -------------- Net increase (decrease) from capital transactions 1,604,186 2,485,003 ================= ==============
(a) For the period of November 5, 2002 (commencement of operations) through August 31, 2003. See accompanying notes which are an integral part of the financial statements. IMS Strategic Income Fund Financial Highlights Six months ended Feb. 29, 2004 Period ended (Unaudited) Aug. 31, 2003 (a) -------------------- ---------------- Selected Per Share Data Net asset value, beginning of period $ 11.10 $ 10.00 -------------------- ---------------- Income from investment operations Net investment income (loss) 0.37 0.61 Net realized and unrealized gain (loss) (0.04) 1.00 -------------------- ---------------- Total from investment operations 0.33 1.61 -------------------- ---------------- Less Distributions to shareholders: From net investment income (0.40) (0.51) From net realized gain (0.02) - -------------------- ---------------- Total distributions (0.42) (0.51) -------------------- ---------------- Net asset value, end of period $ 11.01 $ 11.10 ==================== ================ Total Return (b) 3.03% 16.31% Ratios and Supplemental Data Net assets, end of period (000) $ 45,033 $ 27,580 Ratio of expenses to average net assets (c) 1.61% 1.96% Ratio of expenses to average net assets before waiver & reimbursement (c) 1.61% 2.14% Ratio of net investment income to average net assets (c) 6.72% 6.77% Ratio of net investment income to average net assets before waiver & reimbursement (c) 6.72% 6.58% Portfolio turnover rate 50.51% 18.01%
(a) For the period November 5, 2002 (commencement of operations) to August 31, 2003. (b) Not annualized. (c) Annualized. See accompanying notes which are an integral part of the financial statements. IMS Strategic Income Fund Notes to Financial Statements February 29, 2004 (Unaudited) NOTE 1. ORGANIZATION The IMS Strategic Income Fund (the "Fund") was organized as a non-diversified series of AmeriPrime Funds (the "Trust") on September 30, 2002 and commenced operations on November 5, 2002. 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 investment objective of the Fund is to provide current income. The investment advisor of the Fund is IMS 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 - Equity securities generally are valued by using market quotations, but may be valued on the basis of prices furnished by a pricing service when the Advisor believes such prices accurately reflect the fair market value of such securities. Securities that are traded on any stock exchange are generally valued by the pricing service at the last quoted sale price. Lacking a last sale price, an exchange traded security is generally valued by the pricing service at its last bid price. Securities traded in the NASDAQ over-the-counter market are generally valued by the pricing service at the NASDAQ Official Closing Price. When market quotations are not readily available, when the Advisor determines that the market quotation or the price provided by the pricing service does not accurately reflect the current market value or when restricted or illiquid securities are being valued, such securities are valued as determined in good faith by the Advisor, in conformity with guidelines adopted by and subject to review of the Board of Trustees of the Trust. Fixed income securities generally are valued by using market quotations, but may be valued on the basis of prices furnished by a pricing service when the Advisor believes such prices accurately reflect the fair market value of such securities. A pricing service utilizes electronic data processing techniques based on yield spreads relating to securities with similar characteristics to determine prices for normal institutional-size trading units of debt securities without regard to sale or bid prices. If the Advisor decides that a price provided by the pricing service does not accurately reflect the fair market value of the securities, when prices are not readily available from a pricing service, or when restricted or illiquid securities are being valued, securities are valued at fair value as determined in good faith by the Advisor, subject to review of the Board of Trustees. Short term investments in fixed income securities with maturities of less than 60 days when acquired, or which subsequently are within 60 days of maturity, are valued by using the amortized cost method of valuation, which the Board has determined will represent fair value. 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. IMS Strategic Income Fund Notes to Financial Statements February 29, 2004 - continued (Unaudited) NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - continued Federal Income Taxes- There is no provision for federal income tax. The Fund intends to continue to qualify each year as a "regulated investment company" under subchapter M of the Internal Revenue Code of 1986, as amended, by distributing substantially all of its net investment income and net realized capital gains. Security Transactions and Related Income- The Fund follows industry practice and records security transactions on the trade date. The specific identification method is used for determining gains or losses for financial statements and income tax purposes. Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis. Discounts and premiums on securities purchased are amortized over the life of the respective securities. Dividends and Distributions- The Fund intends to distribute substantially all of its net investment income as dividends to its shareholders on at least an annual basis. The Fund intends to distribute its net realized long term capital gains and its net realized short term capital gains at least once a year. NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES The Fund retains IMS Capital Management, Inc. to manage the Fund's investments. Under the terms of the management agreement (the "Agreement"), the Advisor manages the Fund's investments subject to approval of the Board of Trustees. 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 1.26% of the average daily net assets of the Fund. For the six months ended February 29, 2004, the Advisor earned a fee of $242,781 from the Fund. At February 29, 2004, the Fund owed the Advisor $43,781 for its advisory services. The Advisor has contractually agreed to waive all or a portion of its fees and/or reimburse expenses of the Fund, but only to the extent necessary to maintain total operating expenses (excluding brokerage costs, borrowing costs, taxes and extraordinary expenses) at 1.96% of average daily net assets of the Fund, through October 31, 2006. For the six months ended February 29, 2004, the Advisor did not have to waive fees or reimburse the Fund for expenses. Any waiver or reimbursement of organizational or operating expenses by the Advisor is subject to repayment by the Fund within the three fiscal years following the year ending August 31, 2003, if the Fund is able to make the payment without exceeding the above described expense limitations. 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. For those services Unified receives a monthly fee from the Fund equal to an annual rate of 0.10% of the Fund's average daily net assets under $50 million, 0.07% of the Fund's average daily net assets from $50 million to $100 million, and 0.05% of the Fund's average daily net assets over $100 million (subject to a minimum fee of $2,500 per month). For the six months ended February 29, 2004, Unified earned $14,346 from the Fund. 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 $1.25 per shareholder (subject to a minimum monthly fee of $1,250) for these transfer agency services. For the six months ended February 29, 2004, Unified received fees of $8,041 from the Fund for transfer agent services provided to the Fund and $5,116 from the Fund in reimbursement for out-of-pocket expenses incurred in providing transfer agent Fund IMS Strategic Income Fund Notes to Financial Statements February 29, 2004 - continued (Unaudited) NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - continued services to the Fund. For its services as fund accountant, Unified receives an annual fee from the Fund equal to 0.05% of the Fund's assets up to $50 million, 0.04% of the Fund's assets from $50 million to $100 million, 0.03% of the Fund's assets from $100 million to $150 million, and 0.02% of the Fund's net assets over $150 million (subject to a monthly minimum fee of $1,667). For the six months ended February 29, 2004, Unified earned $10,285 from the Fund. Certain Trustees and the officers of the Trust are employees of Unified and/or shareholders of Unified Financial Services, Inc. (the parent company of Unified). The Fund retains Unified Financial Securities, Inc., (the "Distributor") a wholly owned subsidiary of Unified Financial Services, Inc., to act as the principal distributor of its shares. There were no payments made to the Distributor for the six months ended February 29, 2004 from the Fund. Certain Trustees have an ownership interest in Unified Financial Services, Inc. (the parent company of the Distributor), and an officer of the Trust is an officer of the Distributor. As a result, those persons may be deemed to be affiliates of the Distributor. NOTE 4. INVESTMENTS For the six months ended February 29, 2004, purchases and sales of investment securities, other than short-term investments and short-term U.S. government obligations were as follows: Purchases U.S. Government Obligations $ - Other 35,714,106 Sales U.S. Government Obligations $ - Other 18,465,307 As of February 29, 2004, the net unrealized depreciation of investments for tax purposes was as follows: Gross Appreciation $ 4,152,749 Gross (Depreciation) (4,477,326) --------------- Net Depreciation on Investments $ (324,577) =============== At February 29, 2004, the aggregate cost of securities for federal income tax purposes was $44,517,208. NOTE 5. ESTIMATES Preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. IMS Strategic Income Fund Notes to Financial Statements February 29, 2004 - continued (Unaudited) 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 February 29, 2004, National Financial Securities Corp. held 53.92% of the Fund in an omnibus account for the benefit of others. NOTE 7. CALL OPTIONS WRITTEN Transactions in options written during the six months ended February 29, 2004 for the Fund was as follows: Number of Premiums Contracts Received ------------- ----------- Options outstanding at August 31, 2003 - $ - Options written 420 20,160 Options terminated in closing purchase transactions - - Options expired - - Options exercised - - ------------- ----------- Options outstanding at February 29, 2004 420 $ 20,160 ============= =========== NOTE 8. DISTRIBUTIONS TO SHAREHOLDERS The Fund distributions for the period ended August 31, 2003 was as follows: Distributions paid from: 2003 ------------- Ordinary income $ 632,612 Short-term Capital Gain - Long-term Capital Gain - ------------- $ 632,612 ============= For the six months ended February 29, 2004, the Fund paid monthly income distributions totaling $0.3999 per share. On December 18, 2003, the Fund paid a short-term capital gain distribution of $0.0196 per share to shareholders of record on December 17, 2003. The Fund paid ordinary income dividends of $1,413,431 and short-term capital gains of $73,467. NOTE 9. CHANGE IN ACCOUNTANTS On March 14, 2004, Cohen McCurdy, Ltd. ("Cohen") was selected to replace McCurdy & Associates CPA's, Inc. ("McCurdy") as the Fund's independent auditor for the 2004 fiscal year. The Trust's selection of Cohen was approved by both the Audit Committee and the Board of Trustees. IMS Strategic Income Fund Notes to Financial Statements February 29, 2004 - continued (Unaudited) NOTE 9. CHANGE IN ACCOUNTANTS - continued McCurdy's report on the Fund's financial statements as of August 31, 2003 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. At the financial statements date and through the date of the engagement of Cohen, there were no disagreements between the Fund and McCurdy on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, that, if not resolved to the satisfaction of McCurdy, would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the financial statements for such years. PROXY VOTING A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge upon request by calling the Fund at (800) 934-5550. TRUSTEES Timothy L. Ashburn, Chairman Gary E. Hippenstiel Stephen A. Little Daniel J. Condon Ronald C. Tritschler OFFICERS Timothy L. Ashburn, President and Asst. Secretary Thomas G. Napurano, Chief Financial Officer and Treasurer Carol J. Highsmith, Secretary INVESTMENT ADVISOR IMS Capital Management, Inc. 8995 S.E. Otty Road Portland, OR 97266 DISTRIBUTOR Unified Financial Securities, Inc. 431 N. Pennsylvania Street Indianapolis, Indiana 46204 INDEPENDENT ACCOUNTANTS Cohen McCurdy, Ltd. 27955 Clemens Rd. Westlake, OH 44145 LEGAL COUNSEL Thompson Hine, LLP 312 Walnut St., Suite 1400 Cincinnati, OH 45202 CUSTODIAN U.S. Bank, N.A. 425 Walnut St. Cincinnati, OH 45202 ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTANT Unified Fund Services, Inc. 431 N. Pennsylvania Street Indianapolis, Indiana 46204 This report is intended only for the information of shareholders or those who have received the Fund's prospectus which contains information about the Fund's management fee and expenses. Please read the prospectus carefully before investing. Distributed by Unified Financial Securities, Inc. Member NASD/SIPC Item 2. Code of Ethics. Not Applicable Item 3. Audit Committee Financial Expert. Not Applicable Item 4. Principal Accountant Fees and Services. Not Applicable Item 5. Audit Committee of Listed Companies. Not applicable. Item 6. Reserved. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds. Not applicable. Item 8. Purchases of Equity Securities by Closed-End Funds. Not applicable. Item 9. Submission of Matters to a Vote of Security Holders. Not Required Item 10. Controls and Procedures. (a) Based on an evaluation of the registrant's disclosure controls and procedures as of April 7, 2004, the disclosure controls and procedures are reasonably designed to ensure that the information required in filings on Forms N-CSR is recorded, processed, summarized, and reported on a timely basis. (b) There were no significant changes in the registrant's internal control over financial reporting that occurred during the registrant's last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 11. Exhibits. (a)(1) Not Applicable (a)(2) Certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 and required by Rule 30a-2under the Investment Company Act of 1940 are filed herewith. (a)(3) Not Applicable (b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed herewith. 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 May 10, 2004 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 May 10, 2004 By * /s/ Thomas Napurano -------------------------------------------------------------- Thomas Napurano, Chief Financial Officer and Treasurer Date May 10, 2004 EX-31 2 ex99cert.txt AMERIPRIME FUNDS 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) and internal control over financial reporting (as defined in Rule 30a-3(d) 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) 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; and d) 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: May 10, 2004 ----------------- /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) and internal control over financial reporting (as defined in Rule 30a-3(d) 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) 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; and d) 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: May 10, 2004 ------------------ /s/ Thomas Napurano Thomas Napurano, Chief Financial Officer and Treasurer EX-32 3 ex99906cert.txt AMERIPRIME FUNDS EX-99.906CERT CERTIFICATION Timothy Ashburn, President, and Thomas Napurano, Chief Financial Officer and Treasurer 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 February 29, 2004 (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. President Chief Financial Officer and Treasurer AmeriPrime Funds AmeriPrime Funds /s/ Timothy Ashburn /s/ Thomas Napurano - -------------------------- ------------------------------- Timothy Ashburn Thomas Napurano Date: May 10, 2004 Date: May 10, 2004 - ---------------------- ------------------------------ 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. ss. 1350 and is not being filed as part of the Form N-CSR filed with the Commission. -----END PRIVACY-ENHANCED MESSAGE-----