-----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, S31fA/ZHqAqswTpNGjGpCNntH/UnQhXtnH9/6wC9TeBqEw7d+hdl3oaLEOPqhdNl nPVElrz07jyGKhJlfRHWRg== 0001035449-03-000491.txt : 20031210 0001035449-03-000491.hdr.sgml : 20031210 20031210120039 ACCESSION NUMBER: 0001035449-03-000491 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031210 EFFECTIVENESS DATE: 20031210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERIPRIME ADVISORS TRUST CENTRAL INDEX KEY: 0001092949 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-09541 FILM NUMBER: 031046472 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 aatncsrann0903.txt AMERIPRIME ADVISORS 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 811-09541 --------------------------- Ameriprime Advisors Trust - ------------------------------------------------------- (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: 09/30 ---------- Date of reporting period: 09/30/03 ---------- 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. ss. 3507. Item 1. Reports to Stockholders. ====================================== Iron Market Opportunity Fund ====================================== Annual Report September 30, 2003 Fund Advisor: Iron Financial Management, Inc. Two Northfield Plaza Suite 250 Northfield, IL 60093 Toll Free: (877) 322-0575 Management Discussion & Analysis: Factors Affecting the Fund's Performance Over The Past Year The largest factor affecting the Fund this year has been low short-term interest rates. These low rates have caused us to focus on volatility and risk, which we have tried to keep as low as possible. In order to do this, we have chosen to keep the Fund's portfolio with a very short duration. We do not feel that the extra yield that can be obtained further out along the yield curve adequately compensates for the added risk inherent in this interest rate environment. While no one can be certain if rates will increase, we feel it is highly likely and that it would be highly damaging to a portfolio with a long duration. To protect capital against anticipated adverse market movement, we have chosen to keep our portfolio focused around high quality debt. Our investment selection has led us to securities with as minimal credit risk as possible. We have chosen to stay away from lower quality debt for a number of reasons. Besides the inherent increased credit risk associated with lower quality debt, bonds have rallied recently, creating some of the narrowest credit spreads we have seen in the last 5 years. This leads to a market place where taking on added credit risk provides very little reward. With these concepts in mind, we were able to beat our benchmark over the last year because our portfolio was weighted towards high quality short duration securities. Due to recent scandals and market volatility, we feel that our management style is becoming increasingly necessary for a portion of an investor's fixed income portfolio. We believe our risk averse approach will enable us to achieve our objective of maximizing long term total return. Average Annual Total Returns (for periods ended September 30, 2003) Since Inception 1 Year (October 11, 2001) ------------------------------------------------- Iron Market Opportunity Fund 4.95% 2.95% Merrill Lynch 1-3 year US Treasury Bond Index 3.53% 4.23%
Comparison of the Growth of a $10,000 Investment in the Iron Market Opportunity Fund and the Merrill Lynch 1-3 Year US Treasury Bond Index Iron Market Merrill Lynch 10/11/01 10,000.00 10,000.00 12/31/01 10,100.50 10,065.50 3/31/02 10,223.53 10,070.83 9/30/02 10,090.38 10,558.85 12/31/02 10,337.75 10,657.78 3/31/03 10,435.77 10,725.42 9/30/03 10,590.24 10,851.01 The chart shows the value of a hypothetical initial investment of $10,000 in IRONX and the Merrill Lynch 1-3 Year US Treasury Bond Index made on October 11, 2001 (commencement of operations). The Fund's return represents past performance and does not predict future results. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The Merrill Lynch 1-3 Year US Treasury Bond Index does not reflect expenses, which have been deducted from the Fund's return. 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. Iron Market Opportunity Fund Schedule of Investments in Securities September 30, 2003 Number of Market Value Shares Value -------------- ------------------- Corporate Bonds - 0.55% Boeing Capital Corp., 5.650%, 5/15/2006 100,000 $ 107,475 General Motors Acceptance Corp., 6.750%, 1/15/2006 200,000 214,017 General Motors Acceptance Corp., 7.500%, 7/15/2005 100,000 107,586 ------------------- TOTAL CORPORATE BONDS (Cost $409,882) 429,078 ------------------- Mortgage Backed - 4.33% FNMA, Series #2003-99, 6.000%, 12/25/2032 500,000 497,812 FHLMC, Series #2585, 5.500%, 9/15/2032 1,053,663 1,062,359 GNMA, Series #2003-77, 6.000%, 1/16/2033 1,000,000 1,012,477 GNMA, Series #2003-19, 4.500%, 11/16/2032 779,430 785,034 ------------------- TOTAL MORTGAGE BACKED (Cost $3,348,147) 3,357,682 ------------------- Common Stocks - 0.27% TCW/DW Term Trust 2003 (Cost $214,400) 20,000 211,800 ------------------- Mutual Funds - 94.36% Columbia High Yield Fund 1,883 16,250 Federated High Yield Trust Fund 2,627 15,366 Gartmore Morley Capital Accumulation Fund - Institutional 1,834,581 18,345,806 Legg Mason High Yield Portfolio Fund 1,517 13,368 Neuberger Berman High Income Bond Fund - Class I 1,569 14,417 Nicholas Applegate High Yield Bond Fund - Class I 1,088 11,139 One Group High Yield Bond Fund - Class I 440 3,513 PIMCO High Yield Fund - Institutional 631 5,942 Scudder Preservation Plus Income Fund 5,475,432 54,754,325 TIAA-CREF High Yield Bond Fund 893 8,016 Value Line Aggressive Income Trust 34 165 ------------------- TOTAL MUTUAL FUNDS (Cost $73,183,188) 73,188,307 ------------------- Money Market - 0.00% Vanguard Reserve Prime Money Market Fund - Institutional Shares, 0.95% (cost $1,894) (a) 1,894 1,894 ------------------- TOTAL INVESTMENTS (Cost $77,157,333) - 99.51% $ 77,188,761 ------------------- Other assets less liabilities - 0.49% 379,257 ------------------- TOTAL NET ASSETS - 100.00% $ 77,568,018 =================== Federal Tax Information: At September 30, 2003, the net unrealized appreciation based on cost for Federal income tax purposes of $77,157,333 was as follows: Aggregate gross unrealized appreciation for all investments for which there was an excess of value over cost............... $ 45,678 Aggregate gross unrealized depreciation for all investments for which there was an excess of cost over value............... (14,250) ------------------- Net unrealized appreciation........................................... $ 31,428 ===================
See accompanying notes which are an integral part of the financial statements. Iron Market Opportunity Fund Statement of Assets and Liabilities September 30, 2003 ASSETS Investments in securities, at value (cost $77,157,333) (Note 2) $ 77,188,761 Dividends and interest receivable 266,568 Receivable for Fund shares sold 767,476 ------------- Total Assets 78,222,805 ------------- LIABILITIES Payable for Fund shares repurchased 427,500 Payable to custodian 163,465 Accrued advisory fees 29,751 Accrued expenses and other liabilities 34,071 ------------- Total Liabilities 654,787 ------------- NET ASSETS Net Assets (based on 7,794,703 shares of capital stock outstanding) $ 77,568,018 ============= Composition of net assets: Paid in surplus $ 78,048,407 Accumulated undistributed net investment income 24,817 Accumulated net realized gain (loss) from investment transactions (536,634) Net unrealized appreciation (depreciation) on investments 31,428 ------------- Net Assets, for 7,794,703 shares $ 77,568,018 ============ Net Asset Value, offering, and redemption price per share $ 9.95 ============ See accompanying notes which are an integral part of the financial statements. Iron Market Opportunity Fund Statement of Operations For the Year Ended September 30, 2003 Investment Income: Dividends $ 1,973,678 Interest 211,252 ------------ Total investment income 2,184,930 ------------ Expenses: Advisory fees (Note 3) 547,178 Administration fees. 53,579 Custody fees 36,332 Shareholder services & fund accounting fees 25,895 Transfer agent fees 17,619 Audit fees 14,770 Legal fees 10,909 Insurance fees 6,870 Miscellaneous expense 4,399 Registration fees 3,525 Pricing expenses 3,140 Trustee fees 2,700 ------------ Total expenses 726,916 Advisory fees waived (Note 3) . (236,568) ------------ Net Expenses 490,348 ------------ Investment income - net 1,694,582 ------------ Net Realized and Unrealized Losses on Investments: (Note 2) Net realized gain (loss) on securities transactions 235,840 Capital gain distributions from other investment companies. 44,674 Net change in unrealized appreciation (depreciation) on investments 29,948 ----------- Net realized and unrealized gain (loss) on investments 310,462 ----------- Net increase (decrease) in net assets resulting from operations $ 2,005,044 ============ See accompanying notes which are an integral part of the financial statements. Iron Market Opportunity Fund Statements of Changes in Net Assets For the Year Ended For the Period Ended September 30, 2003 September 30, 2002 (a) --------------------- ----------------------- Operations: Net investment income (loss) $ 1,694,582 $ 853,678 Net realized gain (loss) from investment transactions 235,840 (803,016) Net realized gain (loss) on short sales 0 30,542 Capital gain distributions from other investment companies 44,674 0 Net change in unrealized appreciation (depreciation) on investments 29,948 1,480 Net increase (decrease) in net assets resulting --------------------- ----------------------- from operations 2,005,044 82,684 --------------------- ----------------------- Dividends and Distributions to Shareholders From: Net investment income (1,728,542) (839,575) Net realized gain on investments 0 0 --------------------- ----------------------- Total dividends and distributions to shareholders (1,728,542) (839,575) --------------------- ----------------------- Fund Share Transactions: Proceeds from shares sold 139,347,296 30,725,618 Dividends reinvested 1,553,652 832,008 Cost of shares redeemed (89,967,329) (4,442,838) --------------------- ----------------------- Net increase (decrease) in net assets derived from Fund share transactions 50,933,619 27,114,788 --------------------- ----------------------- Net increase (decrease) in net assets 51,210,121 26,357,897 Net Assets, Beginning of Year 26,357,897 0 --------------------- ----------------------- Net Assets, End of Year (including undistributed investment income of $10,714 and $14,103, respectively) $ 77,568,018 $ 26,357,897 ===================== ======================= Capital Share Transactions: Shares sold 13,963,230 3,064,221 Shares reinvested 158,225 84,132 Shares redeemed (9,029,317) (445,788) --------------------- ----------------------- 5,092,138 2,702,565 ===================== =======================
(a) For the period October 11, 2001 (commencement of operations) to September 30, 2002. See accompanying notes which are an integral part of the financial statements. Iron Market Opportunity Fund FINANCIAL HIGHLIGHTS (For a share outstanding throughout each year) For the Year Ended For the Period Ended September 30, 2003 September 30, 2002 (c) ---------------------- ---------------------- Net asset value, beginning of year $ 9.75 $ 10.00 Income (loss) from investment operations: Net investment income (loss) 0.28 0.38 Net gains or (losses) on securities (both realized and unrealized) 0.20 (0.29) ---------------------- ---------------------- Total from investment operations 0.48 0.09 Less distributions From net investment income (0.28) (0.34) From capital gains - - ---------------------- ---------------------- Total dividend and distributions (0.28) (0.34) ---------------------- ---------------------- Net asset value, end of year $ 9.95 $ 9.75 ====================== ====================== Total return 4.95% 0.90% (b) Net assets, end of year (000) $ 77,568 $ 26,358 Ratio of expenses to average net assets 0.90% 1.45% (a) Ratio of expenses to average net assets before waiver 1.33% 1.45% Ratio of net income (loss) to average net assets 3.10% 3.94% (a) Ratio of net income (loss) to average net assets before waiver 2.67% 3.94% Portfolio Turnover Rate 92.97% 626.51%
(a) Annualized. (b) For periods of less than a full year, total return is not annualized. (c) For the period October 11, 2001 (commencement of operations) to September 30, 2002. See accompanying notes which are an integral part of the financial statements. Iron Market Opportunity Fund Notes to Financial Statements September 30, 2003 NOTE 1. ORGANIZATION The Iron Market Opportunity Fund (the "Fund") was organized as a diversified series of AmeriPrime Advisors Trust (the "Trust") on July 1, 2001 and commenced operations October 11, 2001. The Trust is an open-end investment company established under the laws of Ohio by an Agreement and Declaration of Trust dated August 3, 1999 (the "Trust Agreement"). The Trust Agreement permits the Board of Trustees of the Trust (the "Board") to issue an unlimited number of shares of beneficial interest of separate series without par value. The Fund is one of a series of funds currently offered by the Trust. The Fund's investment objective is to maximize long term total return. The Fund invests primarily in shares of other mutual funds. The Investment Adviser to the Fund is Iron Financial Management, Inc (the "Adviser"). 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 - Investments in common stocks are valued at current market values or, in their absence, at fair values determined in accordance with procedures approved by the Board of Trustees. Securities that are traded on any exchange or on the NASDAQ over-the-counter market are valued at the closing price quoted by the exchange on which the securities are listed. Lacking a closing price, a security is valued at its last bid price except when, in the Advisor's opinion, the last bid price does not accurately reflect the current value of the security. Fixed income securities generally are valued by using market quotations supplied by a pricing service. 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. Investments in mutual funds are valued at their net asset values as reported by the underlying funds. Federal Income Taxes- There is no provision for federal income tax. The Fund intends to qualify each year as a "regulated investment company" under Sub-Chapter 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. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their ultimate treatment for federal income tax purposes. These differences are caused by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or net asset values per share of the Fund. Iron Market Opportunity Fund Notes to Financial Statements September 30, 2003 - continued NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES The Fund's investment adviser is Iron Financial Management, Inc. (the "Adviser"). Under the terms of the management agreement, (the "Agreement"), the Adviser manages the Fund's investments subject to approval of the Board. As compensation for its management services, the Fund is obligated to pay the Adviser a fee computed and accrued daily and paid monthly at an annual rate of 1.00% of the average daily net assets of the Fund. For the year ended September 30, 2003, the Adviser received fees of $547,178 from the Fund. Effective January 21, 2003, the Adviser voluntarily agreed to waive one-half of its management fees. The Adviser may terminate this fee waiver at any time. For the year ended September 30, 2003, the Adviser has waived $236,568. The Trust retains Unified Fund Services, Inc. ("Unified"), a wholly owned subsidiary of Unified Financial Services, Inc., to manage the Fund's business affairs and provide the Fund with administrative services, 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 up to $50 million, 0.07% of the Fund's assets from $50 million to $100 million, and 0.05% of the Fund's assets over $100 million (subject to a minimum fee of $2,500 per month). For the year ended September 30, 2003, Unified received fees of $53,579 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 Trust retains Unified to act as the Fund's transfer agent and to provide fund accounting services. 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 the year ended September 30, 2003, Unified received fees of $15,180 from the Fund for transfer agent services provided to the Fund and $2,439 in reimbursement for out-of-pocket expenses incurred in providing transfer agent 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, and 0.03% of the Fund's assets over $100 million (subject to various monthly minimum fees, the maximum being $1,667 per month for assets of $10 million or more). For the year ended September 30, 2003, Unified received fees of $25,895 from the Fund for fund accounting services provided to the Fund. Unified Financial Securities, Inc. (the "Distributor") acts as the principal distributor of the Fund's shares. There were no payments made to the Distributor by the Fund during the year ended September 30, 2003. 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 Adviser 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. This plan was never activated and as a result there were no 12b-1 payments made to the Distributor for the period ended September 30, 2003. A Trustee and certain officers of the Trust are a director and/or officers of the Distributor and of Unified Financial Services, Inc. (the parent company of the Distributor and Unified), and may be deemed to be affiliates of the Distributor. NOTE 4. INVESTMENT TRANSACTIONS For the year ended September 30, 2003, purchases and sales of investment securities, excluding short-term investments and U.S. government obligations, aggregated $98,543,695 and $43,431,056, respectively. Purchases and sales for U.S. government obligations were $7,859,468 and $4,507,657, respectively. 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. Iron Market Opportunity Fund Notes to Financial Statements September 30, 2003 - continued NOTE 6. BENEFICIAL OWNERS 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 September 30, 2003, ABN AMRO Incorporated owned 50.20% of the Fund, for the benefit of others, and National Investors Securities Corp. owned 28.75% of the Fund, for the benefit of others. NOTE 7. CAPITAL LOSS CARRYFORWARD At September 30, 2003, the Fund had available for federal tax purposes an unused capital loss carryforward of $536,634, expiring in 2011. Capital loss carryforwards are available to offset future realized capital gains. To the extent that these carryforwards are used to offset future capital gains, it is probable that the amount offset will not be distributed to shareholders. NOTE 8. DISTRIBUTIONS TO SHAREHOLDERS The Fund paid quarterly distributions of net investment income totaling $0.28 per share. The tax character of distributions paid during fiscal years 2003 and 2002 were as follows: 2003 2002 ---- ---- Distributions paid from Ordinary Income $ 1,728,542 $ 839,575 Short-term Capital Gain - - Long-term Capital Gain - - --------------- ------------- $ 1,728,542 $ 839,575 =============== ============= As of September 30, 2003, the components of distributable earnings on a tax basis were as follows: Undistributed ordinary income / (accumulated losses) $ 24,817 Undistributed long-term capital gain / (accumulated losses) (536,634) Unrealized appreciation / (depreciation) 31,428 ---------- $(480,389) ========== ELECTION OF TRUSTEES (Unaudited) At a special meeting of the shareholders, held on December 18, 2002, a vote was held to elect members to serve on the Board of Trustees. The vote tally for each Trustee is as follows: For Against Withheld Total Timothy L. Ashburn 20,758,655.572 12,686.845 15,821,784.991 36,593,127.408 Ronald C. Tritschler 20,758,655.572 12,686.845 15,821,784.991 36,593,127.408 Gary E. Hippenstiel 20,758,655.572 12,686.845 15,821,784.991 36,593,127.408 Stephen A. Little 20,758,655.572 12,686.845 15,821,784.991 36,593,127.408 Daniel Condon 20,758,655.572 12,686.845 15,821,784.991 36,593,127.408
TRUSTEES AND OFFICERS (Unaudited) 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 Name, Age and Address Position(s) Held with the Fund Complex1 Length of Time Served Portfolios in Fund Complex1 Overseen by Trustee - ---------------------------- ----------------------------------------- ------------------------------- --------------------- Timothy Ashburn(2) President, Secretary and Trustee President and Secretary since 28 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. since 1989; CCMI Executive Officer from 1989 to 1992 and 1994 to April 2002; Funds since July 2003 President of Unified Financial Services from November 1997 to April 2000. - ---------------------------- ----------------------------------------- ------------------------------- ---------------------
Number of Name, Age and Address Position(s) Held with the Fund Complex1 Length of Time Served Portfolios in Fund Complex1 Overseen by Trustee - ---------------------------- ----------------------------------------- ------------------------------- --------------------- Ronald C. Tritschler(3) Trustee Trustee of AmeriPrime Funds 28 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 CCMI Funds since July 2003 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 Name, Age and Address Portfolios 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 distributor; Director of Unified Financial Services, Inc. from 1989 to March 2002; Chief Financial Officer of CCMI Funds since July 2003. - ---------------------------- ----------------------------------------- ------------------------------- ---------------------
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 by Trustee - ---------------------------------------------------------------------- ----------------------------------------------------- Employed by Unified Fund Services, Inc. (November 1994 to present) N/A - ---------------------------------------------------------------------- -----------------------------------------------------
(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 28 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 CCMI Funds since July 2003 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 28 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 CCMI Funds since July 2003 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 28 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 CCMI Funds since July 2003 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: (1) by calling the Fund (877) 322-0575; (2) on the Fund's website at www.ameriprime.com ; and (3) on the SEC's website at www.sec.gov. INDEPENDENT AUDITOR'S REPORT To The Shareholders and Board of Trustees Iron Market Opportunity Fund (a series of the AmeriPrime Advisors Trust) We have audited the accompanying statement of assets and liabilities of the Iron Market Opportunity Fund, including the schedule of portfolio investments, as of September 30, 2003, and the related statement of operations for the year then ended, and the statements of changes in net assets, and the financial highlights for the year then ended and for the period from October 11, 2001 (commencement of operations) to September 30, 2002. 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 September 30, 2003 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit 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 Iron Market Opportunity Fund as of September 30, 2003, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for the year then ended and for the period from October 11, 2001 (commencement of operations) to September 30, 2002, in conformity with accounting principles generally accepted in the United States of America. /s/ McCurdy & Associates CPA's, Inc. McCurdy & Associates CPA's, Inc. Westlake, Ohio October 15, 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 Advisors Trust By /s/ Timothy Ashburn Timothy Ashburn, President Date 12/1/03 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 12/1/03 ------------------------------------------- By /s/ Thomas G. Napurano Thomas Napurano, Treasurer and Chief Financial Officer Date 12/3/03 ------------------------------------------- EX-99 3 codeofeth.txt AMERIPRIME ADVISORS 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 Carol Highsmith EX-32 4 ex99906cert.txt AMERIPRIME ADVISORS EX-99.906CERT certification Timothy Ashburn, President, and Thomas Napurano, Treasurer and Chief Financial Officer of Ameriprime Advisors Trust (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 September 30, 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. President Treasurer and Chief Financial Officer Ameriprime Advisors Trust Ameriprime Advisors Trust /s/ Timothy Ashburn /s/ Thomas Napurano Timothy Ashburn Thomas Napurano Date: 12/1/03 Date: 12/3/03 --------------------- ------------------------------- A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Ameriprime Advisors Trust and will be retained by Ameriprime Advisors Trust 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. EX-31 5 ex99cert.txt AMERIPRIME ADVISORS Exhibit 99.CERT CERTIFICATIONS I, Timothy Ashburn, certify that: 1. I have reviewed this report on Form N-CSR of Ameriprime Advisors Trust; 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: 12/1/03 /s/ Timothy Ashburn --------------------------- Timothy Ashburn, President I, Thomas Napurano, certify that: 1. I have reviewed this report on Form N-CSR of Ameriprime Advisors Trust; 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: 12/3/03 /s/ Thomas Napurano --------------------------- Thomas Napurano, Treasurer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----