-----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, DxXozvmdnkT1eSdV0uMSHTOdYab6ST4/syvwGmvrwVZRssa1QqxpWB/1zDv8U2D4 zhu5Orgfs/lMYbSSUqSmyA== 0001035449-04-000534.txt : 20041109 0001035449-04-000534.hdr.sgml : 20041109 20041109155351 ACCESSION NUMBER: 0001035449-04-000534 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040831 FILED AS OF DATE: 20041109 DATE AS OF CHANGE: 20041109 EFFECTIVENESS DATE: 20041109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERIPRIME ADVISORS TRUST CENTRAL INDEX KEY: 0001092949 IRS NUMBER: 000000000 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: 041129560 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 monteaglencsr0804.txt MONTEAGLE FUNDS N-CSR 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) Lynn Wood 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: 08/31 -------------------- Date of reporting period: 08/31/2004 ------------------- 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. ================================================================================ MONTEAGLE FUNDS ================================================================================ ANNUAL REPORT AUGUST 31, 2004 INVESTMENT MANAGER: NASHVILLE CAPITAL CORPORATION 209 10TH AVENUE SOUTH SUITE 332 NASHVILLE, TN 37203 TOLL FREE: (877) 272-9746 MANAGEMENT'S DISCUSSION & ANALYSIS Monteagle Fixed Income Fund - --------------------------- For the fiscal year ended August 31, 2004, the Fund had an average annual total rate of return of 3.49% compared to the benchmark Lehman Brothers Intermediate Government/Credit Bond Index of 5.07%. There are a number of factors that affected the Fund's relative performance versus the index. First, and most importantly, the Fund's weighted average maturity for the entire year was shorter than that of the index. The strategy was to keep shorter average maturities in anticipation of expected inflation that would negatively affect rates of return. While inflation was higher, it has not yet had the strong negative impact we were expecting, which explains the Fund's underperformance. Secondly, the index's performance, unlike the Fund's performance, does not include any allocations for management and transactions expenses. Finally, the overall credit quality of the Fund is higher than that of the index (as measured by various credit rating services such as Moody's). The bond market over the last twelve months can best be described as very volatile. The market's expectations have gone from deflation to inflation. During the year, the Fund's management has had to contend with a change in the Federal Reserve's stance on short-term interest rates from being accommodative in keeping interest rates low to increasing them by 0.5% as of the Fund's fiscal year end. The improvement in new job creation also gave rise to expectations of inflation that have yet to materialize. With the uncertainty surrounding the conflicting economic signals that Fund management has experienced over the last year, we have remained disciplined in our approach to interest rate risk management by staying shorter than our benchmark. However, to compensate for being shorter in maturity the Fund was over-weighted in the corporate bond sector. This strategy benefited the Fund by increasing yields over comparable U.S. Treasury bonds. We continue to focus on the higher end of investment grade quality bonds and remain focused on the preservation of capital by not taking excessive risks during this uncertain time. Sincerely, /s/ Thomas G. Rusling Thomas G. Rusling Co-Chairman Howe & Rusling 1 INVESTMENT RESULTS AVERAGE ANNUAL TOTAL RETURNS (FOR PERIODS ENDED AUGUST 31, 2004) SINCE INCEPTION ONE YEAR THREE YEAR (DECEMBER 20, 1999) -------- ---------- ------------------- Monteagle Fixed Income Fund* 3.49% 4.83% 6.86% Lehman Brothers Intermediate Government/Credit Bond Index** 5.07% 6.01% 7.48% The performance quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Current performance of the Fund may be lower or higher than the performance quoted. The Fund's investment objectives, risks, charges and expenses must be considered carefully before investing. Performance data current to the most recent month end may be obtained by calling 1-877-272-9746. * Return figures reflect any change in price per share and assume the reinvestment of all distributions. ** The Index is an unmanaged benchmark that assumes reinvestment of all distributions and excludes the effect of taxes and fees. The Lehman Intermediate Government Credit Bond Index is a widely recognized unmanaged index of bond prices and is representative of a broader market and range of securities than is found in the Fund's portfolio. Individuals cannot invest directly in the Index; however, an individual can invest in ETF's or other investment vehicles that attempt to track the performance of a benchmark index. The Fund is distributed by Unified Financial Securities, Inc. 2 COMPARISON OF THE GROWTH OF A $10,000 INVESTMENT IN THE MONTEAGLE FIXED INCOME FUND AND THE LEHMAN BROTHERS INTERMEDIATE GOVERNMENT/CREDIT BOND INDEX [GRAPH OMITTED] Monteagle Fixed Lehman Brothers Intermediate Income Fund Government/Credit Bond Index ($13,652) ($14,035) 12/20/1999 10,000.00 10,000.00 2/29/2000 10,004.40 10,014.57 8/31/2000 10,464.12 10,490.98 2/28/2001 11,424.56 11,263.39 8/31/2001 11,851.70 11,780.43 2/28/2002 12,206.75 12,120.37 8/31/2002 12,799.95 12,692.09 2/28/2003 13,250.15 13,322.44 8/31/2003 13,191.42 13,358.33 2/29/2004 13,659.30 13,935.23 8/31/2004 13,652.24 14,035.18 The chart above assumes an initial investment of $10,000 made on December 20, 1999 (commencement of Fund operations) and held through August 31, 2004. THE FUND'S RETURN REPRESENTS PAST PERFORMANCE AND DOES NOT GUARANTEE FUTURE RESULTS. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment returns and principal values will fluctuate so that your shares, when redeemed, may be worth more or less than their original purchase price. 3 MANAGEMENT'S DISCUSSION AND ANALYSIS Monteagle Value Fund - -------------------- We believe the prospects for the Monteagle Value Fund remain positive as continued low short-term interest rates support future economic expansion. Higher commodity prices have stirred inflationary concerns resulting in the current stock market plateau. The Federal Reserve has signaled its intention to raise interest rates, with three increases since early summer and with more increases possibly to follow. Our current investment strategy favors those stocks with a cyclical bias, particularly energy and industrial materials. Contrarily, we are avoiding financial stocks, including banks and insurance companies. For the year ended August 31, 2004, the Fund experienced a return of 13.10%, versus gains for the S&P 500 and Russell 2000 Value Index of 11.43% and 19.49%, respectively. Investment results since inception have exhibited a similar pattern, exceeding large-cap market returns as measured by the S&P 500, yet trailing the returns of the Russell 2000 Value Index, as it favors smaller capitalization issues. As of August 31, 2004, the average market capitalization of common stocks held by the Fund was approximately $14 billion, while the average market capitalization of common stocks in the Russell 2000 Value Index as of the same date was less than $1 billion. As a result, we feel it is more appropriate to compare the Fund's results to those of the S&P 500, which holds common stocks with an average market capitalization of approximately $20 billion. The Fund's focus on larger capitalization common stocks accounts for its underperformance versus the Russell 2000 Value Index in the last 12 months. However, when compared to the S&P 500, twelve-month investment returns were quite favorable. Unfortunately, more recent market conditions have reduced expected investment returns for equities. Significant increases in oil prices have dampened the overall prospects in corporate America since companies are experiencing higher transportation and material costs. The rise in worldwide energy demand has eliminated any build-up in crude oil supplies suggesting that relatively high oil prices may last longer than previously anticipated. In order for there to be a substantial increase in interest rates, there must be a dramatic improvement in the economy. Therefore, we believe monetary policy will favor continued economic growth for the next twelve months. The Monteagle Value Fund's investment objective is to offer investors a portfolio of stocks to produce long-term capital growth. Sincerely, /s/ Russell L. Robinson Russell L. Robinson President Robinson Investment Group 4 INVESTMENT RESULTS AVERAGE ANNUAL TOTAL RETURNS (FOR PERIODS ENDED AUGUST 31, 2004) SINCE INCEPTION ONE YEAR THREE YEAR (DECEMBER 20, 1999) ------------ -------------- ---------------------- Monteagle Value Fund* 13.10% 2.16% 8.42% Russell 2000 Value Index** 19.49% 11.74% 15.55% S&P 500 Index** 11.43% 0.79% -4.48% The performance quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Current performance of the Fund may be lower or higher than the performance quoted. The Fund's investment objectives, risks, charges and expenses must be considered carefully before investing. Performance data current to the most recent month end may be obtained by calling 1-877-272-9746. * Return figures reflect any change in price per share and assume the reinvestment of all distributions. ** Each Index is an unmanaged benchmark that assumes reinvestment of all distributions and excludes the effect of taxes and fees. The Russell 2000 Value Index and S&P 500 Index are widely recognized unmanaged indexes of equity prices and are representative of a broader market and range of securities than is found in the Fund's portfolio. Individuals cannot invest directly in the Indexes; however, an individual can invest in ETF's or other investment vehicles that attempt to track the performance of a benchmark index. The Fund is distributed by Unified Financial Securities, Inc. 5 COMPARISON OF THE GROWTH OF A $10,000 INVESTMENT IN THE MONTEAGLE VALUE FUND, RUSSELL 2000 VALUE INDEX, AND S&P 500 INDEX [GRAPH OMITTED] Monteagle Value Russell 2000 Fund Value Index S&P 500 Index ($14,613) ($19,725) ($8,060) 12/20/1999 10,000.00 10,000.00 10,000.00 2/29/2000 9,240.00 10,832.56 9,318.02 8/31/2000 11,660.00 11,978.01 10,410.25 2/28/2001 12,762.14 13,212.61 8,554.43 8/31/2001 13,707.48 14,138.94 7,872.44 2/28/2002 13,843.26 14,966.57 7,741.15 8/31/2002 11,384.57 13,347.24 6,454.65 2/28/2003 10,092.48 12,212.82 5,984.25 8/31/2003 12,920.27 16,507.56 7,232.91 2/29/2004 15,093.81 20,026.04 8,287.26 8/31/2004 14,613.12 19,725.46 8,059.65 The chart above assumes an initial investment of $10,000 made on December 20, 1999 (commencement of Fund operations) and held through August 31, 2004. THE FUND'S RETURN REPRESENTS PAST PERFORMANCE AND DOES NOT GUARANTEE FUTURE RESULTS. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment returns and principal values will fluctuate so that your shares, when redeemed, may be worth more or less than their original purchase price. As of August 31, 2004, the average market capitalization of common stocks held by the Fund was approximately $14 billion, while the average market capitalization of common stocks in the Russell 2000 Value Index as of the same date was less than $1 billion. As a result, we feel it is more appropriate to compare the Fund's results to those of the S&P 500, which holds common stocks with an average market capitalization of approximately $20 billion. 6 MANAGEMENT'S DISCUSSION & ANALYSIS Monteagle Large Cap Growth Fund - ------------------------------- For the 12 months ending August 31, 2004, the Fund gained 8.89% versus the S&P 500 Index's advance of 11.43% and the NASDAQ's gain of 2.05%. Virtually all of the Fund's underperformance versus the S&P 500 came in the 4th quarter of 2003. Year to date (through August), the Fund has advanced 2.07% compared to the S&P's gain of 0.47% and the NASDAQ's loss of -7.96%. On September 1, 2003 Northstar Capital Management (West Palm Beach, Florida) became the Adviser to the Fund, and as such became responsible for the day-to-day investment decisions of the Fund. Much like the entire year, the fourth calendar quarter of 2003 was characterized by strong advances in smaller capitalization and more speculative technology issues, equity types that do not fit our strategy. As a result, we underperformed in the fourth quarter. However, our patience with our high quality, larger capitalization growth strategy began to pay off in calendar year 2004 as the Fund portfolio posted attractive relative results verses both the S&P 500 Index and our peers. Our slight underweighting in technology relative to the S&P that we have maintained for the past year was rewarded, as most of our growth peers were overweighted in this asset class. The high performing stocks of 2003 have posted sharp losses this year, as reflected in the technology heavy NASDAQ's nearly 8% drop. Our overweighting in the consumer discretionary and industrial sectors has also had a positive impact on the Fund's year to date performance. Going forward, we remain overweighted in the consumer discretionary and health care sectors. We continue to believe that the US economy is well positioned to deliver gains to the domestic equity markets once the uncertainty surrounding the Presidential election is resolved. Long term trends in the economy, including interest rates and corporate profits, remain favorable. We truly appreciate the trust you have shown us by your investment in the Fund. Sincerely, /s/ Stephen Mergler Stephen Mergler Portfolio Manager Northstar Capital Management 7 INVESTMENT RESULTS AVERAGE ANNUAL TOTAL RETURNS (FOR PERIODS ENDED AUGUST 31, 2004) One Year* --------- Monteagle Large Cap Growth Fund** 8.89% S&P 500 Index*** 11.43% The performance quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Current performance of the Fund may be lower or higher than the performance quoted. The Fund's investment objectives, risks, charges and expenses must be considered carefully before investing. Performance data current to the most recent month end may be obtained by calling 1-877-272-9746. * September 1, 2003 is the date Northstar Capital Management became the adviser to the Fund. One year returns are for the period September 1, 2003 through August 31, 2004. ** Return figures reflect any change in price per share and assume the reinvestment of all distributions. *** The Index is an unmanaged benchmark that assumes reinvestment of all distributions and excludes the effect of taxes and fees. The S&P 500 Index is a widely recognized unmanaged index of equity prices and is representative of a broader market and range of securities than is found in the Fund's portfolio. Individuals cannot invest directly in the Index; however, an individual can invest in ETF's or other investment vehicles that attempt to track the performance of a benchmark index. The Fund is distributed by Unified Financial Securities, Inc. 8 COMPARISON OF THE GROWTH OF A $10,000 INVESTMENT IN THE MONTEAGLE LARGE CAP GROWTH FUND AND THE S&P 500 INDEX [GRAPH OMITTED] Monteagle Large-Cap Growth Fund S & P 500 Index ($10,881.76) ($11,143.02) 9/1/2003 10,000.00 10,000.00 10/31/2003 10,501.00 10,452.59 12/31/2003 10,668.21 11,097.07 2/29/2004 11,242.48 11,457.72 4/30/2004 11,042.08 11,107.95 6/30/2004 11,503.01 11,478.89 8/31/2004 10,881.76 11,143.02 The chart above assumes an initial investment of $10,000 made on September 1, 2003 (commencement of Northstar as the Fund's adviser) and held through August 31, 2004. Previous periods during which the Fund was advised by another investment adviser are not shown. THE FUND'S RETURN REPRESENTS PAST PERFORMANCE AND DOES NOT GUARANTEE FUTURE RESULTS. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment returns and principal values will fluctuate so that your shares, when redeemed, may be worth more or less than their original purchase price. 9 FUND HOLDINGS - (UNAUDITED) - ------------- MONTEAGLE FIXED INCOME FUND HOLDINGS AS OF AUGUST 31, 20041 [CHART OMITTED] U.S. Treasury Other assets Corporate Municipal and Agency Money Market in excess of Bonds Obligations Obligations Securities liabilites - -------------------------------------------------------------------------------- 60.89% 25.37% 9.88% 2.96% 0.90% 1As a percent of net assets. Under normal circumstances, the Monteagle Fixed Income Fund will invest at least 80% of its assets in fixed income securities, including U.S. government securities, securities issued by agencies of the U.S. government, taxable municipal bonds and corporate debt securities. MONTEAGLE VALUE FUND HOLDINGS AS OF AUGUST 31, 20041 [CHART OMITTED] Large-Cap Mid-Cap Small-Cap Liabilities Equity Equity Equity Money Market in excess of Securities2 Securities3 Securities4 Securities other assets - -------------------------------------------------------------------------------- 56.68% 31.78% 2.94% 10.19% (1.59)% 1As a percent of net assets. 2U.S. Companies with market capitalizations above $5 billion. 3U.S. Companies with market capitalizations above $1 billion and below $5 billion. 4U.S. Companies with market capitalizations below $1 billion. The Monteagle Value Fund invests primarily in common stocks of medium and large capitalization U.S. companies. Medium capitalization companies include those with market capitalizations between $1 billion and $5 billion, and large capitalization companies include those with market capitalizations above $5 billion. 10 FUND HOLDINGS - (UNAUDITED) - CONTINUED - ------------- MONTEAGLE LARGE CAP GROWTH FUND HOLDINGS AS OF AUGUST 31, 20041 [CHART OMITTED] Mid and Large-Cap Small-Cap Liabilities Equity Equity Money Market in excess of Securities2 Securities3 Securities other assets - ------------------------------------------------------------- 95.29% 2.81% 1.94% (0.04)% 1As a percent of net assets. 2U.S. Companies with market capitalizations above $5 billion. 3U.S. Companies with market capitalizations below $5 billion. The Monteagle Large Cap Growth Fund will, under normal circumstances, invest at least 80% of its assets in common stocks of large capitalization U.S. companies. Large capitalization companies include those with market capitalizations above $5 billion. SUMMARY OF FUNDS' EXPENSES - (UNAUDITED) - -------------------------- As a shareholder of the Funds, you incur ongoing costs, including management fees and trustee expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period (March 1, 2004) and held for the entire period (through August 31, 2004). Actual Expenses - --------------- The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.60), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 11 SUMMARY OF FUNDS' EXPENSES - (UNAUDITED) - CONTINUED - -------------------------- Hypothetical Example for Comparison Purposes - -------------------------------------------- The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Funds' actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Funds' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. - ---------------------------------- -------------------- -------------------------- -------------------------- MONTEAGLE FUNDS BEGINNING ENDING EXPENSES PAID ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* FEBRUARY 29, 2004 AUGUST 31, 2004 AUGUST 31,2004 - ---------------------------------- -------------------- -------------------------- -------------------------- FIXED INCOME FUND Actual (-0.05% return) $1,000.00 $ 999.50 $ 5.78 Hypothetical** $1,000.00 $ 1,019.36 $ 5.84 - ---------------------------------- -------------------- -------------------------- -------------------------- VALUE FUND Actual (-3.18% return) $1,000.00 $ 968.20 $ 6.73 Hypothetical** $1,000.00 $ 1,018.30 $ 6.90 - ---------------------------------- -------------------- -------------------------- -------------------------- LARGE CAP GROWTH FUND Actual (-3.21% return) $1,000.00 $ 967.90 $ 6.73 Hypothetical** $1,000.00 $ 1,018.30 $ 6.90 - ---------------------------------- -------------------- -------------------------- --------------------------
*Expenses are equal to the Funds' annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). The annualized expense ratios for Monteagle Fixed Income Fund, Monteagle Value Fund and Monteagle Large Cap Growth Fund were 1.15%, 1.36%, and 1.36% respectively. **Assumes a 5% return before expenses. 12 MONTEAGLE FIXED INCOME FUND SCHEDULE OF INVESTMENTS AUGUST 31, 2004 PRINCIPAL AMOUNT VALUE ----------- ------------ CORPORATE BONDS - 60.89% Abbott Laboratories Corp., 5.400%, 9/15/2008 $ 500,000 $ 533,598 Alcoa, Inc., 6.000%, 1/15/2012 500,000 546,126 American Express Co., 4.750%, 6/17/2009 400,000 416,177 American General Finance, 5.875%, 7/14/2006 1,000,000 1,055,202 Ameritech Capital Funding Corp., 6.150%, 1/15/2008 1,000,000 1,083,378 BankAmerica Corp., 5.875%, 2/15/2009 250,000 271,778 Bank of America, 4.875%, 1/15/2013 500,000 505,752 Bank of New York, 3.900%, 9/1/2007 500,000 507,985 Bristol Myers Squibb, 5.750%, 10/1/2011 500,000 535,452 CBS Corp., 7.150%, 5/20/2005 1,000,000 1,034,361 Caterpillar Financial Services Corp., 3.450%, 1/15/2009 270,000 266,890 Coca-Cola Enterprises, 5.750%, 11/1/2008 500,000 540,670 Commercial Credit Co., 10.000%, 12/1/2008 1,000,000 1,237,799 Dayton Hudson Corp., 5.875%, 11/1/2008 1,000,000 1,087,914 International Business Machines, 5.375%, 2/1/2009 1,000,000 1,067,772 McDonnell Douglas Co., 6.875%, 11/1/2006 1,000,000 1,079,454 Merrill Lynch, 8.000%, 6/1/2007 500,000 561,285 Metlife, Inc., 5.500%, 6/15/2014 500,000 518,433 Morgan Stanley Dean Witter, 4.250%, 5/15/2010 1,000,000 999,468 Nabisco, Inc., 7.050%, 7/15/2007 1,000,000 1,100,748 Pitney Bowes Credit Corp., 8.625%, 2/15/2008 700,000 825,107 United Technologies, 4.875%, 11/1/2006 300,000 313,282 ------------ TOTAL CORPORATE BONDS (COST $15,422,284) 16,088,631 ------------ MUNICIPAL OBLIGATIONS - 25.37% Atlanta & Fulton County, Georgia Recreation Authority Downtown Arena Project, 6.625%, 12/1/2011 300,000 324,780 Buffalo, New York Pension System, 8.500%, 8/15/2005 500,000 529,295 Denver, Colorado City & County School District, 6.760%, 12/15/2007 1,000,000 1,107,420 LaGrange, Georgia Development Authority Communications System Project, 6.100%, 2/1/2010 750,000 804,607 New Jersey Sports & Expos, 7.375%, 3/1/2007 500,000 551,180 New Rochelle, New York Public Improvement, 4.850%, 3/15/2011 200,000 205,174 New York State Environmental Facilities Corp., 6.600%, 3/15/2007 950,000 1,029,363 Orleans Parish, Louisiana School Board Revenue Bonds, 6.600%, 2/1/2008 1,000,000 1,094,440 Texas Tech University, 5.320%, 8/15/2007 1,000,000 1,058,340 ------------ TOTAL MUNICIPAL OBLIGATIONS (COST $6,260,591) 6,704,599 ------------ U.S. TREASURY AND AGENCY OBLIGATIONS - 9.88% Federal National Mortgage Association, 3.125%, 3/16/2009 565,000 551,057 Federal National Mortgage Association, 3.875%, 11/17/2008 500,000 501,171 U.S. Treasury Notes, 5.625%, 5/15/2008 1,275,000 1,393,038 U.S. Treasury Notes, 5.500%, 5/15/2009 150,000 164,871 ------------ TOTAL U.S. TREASURY & AGENCY OBLIGATIONS (COST $2,479,696) 2,610,137 ------------ MONEY MARKET SECURITIES - 2.96% SHARES ----------- Federated U.S. Treasury Obligations Fund, 1.250% (a) 781,605 781,605 ------------ TOTAL MONEY MARKET SECURITIES (COST $781,605) 781,605 ------------ TOTAL INVESTMENTS - 99.10% (COST $24,944,176) 26,184,972 ------------ OTHER ASSETS IN EXCESS OF LIABILITIES - 0.90% 237,710 ------------ TOTAL NET ASSETS - 100.00% $ 26,422,682 ============ (a) Variable rate security; the coupon rate shown represents the rate at August 31, 2004. See accompanying notes which are an integral part of the financial statements. 13 MONTEAGLE VALUE FUND SCHEDULE OF INVESTMENTS AUGUST 31, 2004 COMMON STOCKS - 91.40% SHARES VALUE -------------- ---------------- AIRCRAFT & PARTS - 4.88% Textron, Inc. 12,550 $ 796,800 ---------------- COMPUTER COMMUNICATION EQUIPMENT - 2.94% Adaptec, Inc. (a) 68,700 479,526 ---------------- CRUDE PETROLEUM & NATURAL GAS - 1.94% Kerr-McGee Corp. 6,000 316,680 ---------------- DRILLING OIL & GAS WELLS - 6.76% Rowan Co., Inc. (a) 26,450 643,264 Transocean, Inc. (a) 15,000 460,500 ---------------- 1,103,764 ---------------- ELECTRIC LIGHTING & WIRING EQUIPMENT - 7.74% Cooper Industries, Inc. - Class A 11,800 651,596 Hubbell, Inc. - Class B 14,200 612,730 ---------------- 1,264,326 ---------------- ELECTRIC SERVICES - 4.55% Duke Energy Corp. 33,550 742,797 ---------------- ELECTRONIC COMPONENTS & ACCESSORIES - 1.17% Vishay Intertechnology, Inc. (a) 15,000 191,250 ---------------- GOLD & SILVER ORES - 3.06% Barrick Gold Corp. 25,000 500,000 ---------------- GUIDED MISSILES & SPACE VEHICLES & PARTS - 4.14% Goodrich Corp. 21,300 676,488 ---------------- OIL & GAS FIELD EXPLORATION SERVICES - 3.57% Halliburton Co. 20,000 583,400 ---------------- PAPER MILLS - 3.66% Meadwestvaco Corp. 19,795 596,819 ---------------- PAPERBOARD CONTAINERs & BOXES - 3.97% Sonoco Products Co. 25,000 647,750 ---------------- PETROLEUM REFINING - 3.19% ConocoPhillips Co. 7,000 521,010 ---------------- PHARMACEUTICAL PREPARATIONS - 7.63% Bristol-Myers Squibb Company 20,000 474,600 Schering-Plough Corp. 41,750 770,705 ---------------- 1,245,305 ---------------- See accompanying notes which are an integral part of the financial statements. 14 MONTEAGLE VALUE FUND SCHEDULE OF INVESTMENTS - CONTINUED AUGUST 31, 2004 COMMON STOCKS - 91.40% - CONTINUED SHARES VALUE -------------- ---------------- PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 4.09% Eastman Kodak, Inc. 22,600 $ 668,508 ---------------- PLASTIC MAIL, SYNTHETIC RESIN/RUBBER, CELLULOS - 3.30% DuPont (EI) de NeMours & Co. 12,750 538,815 ---------------- RAILROAD EQUIPMENT - 3.40% Trinity Industries, Inc. 20,000 555,000 ---------------- REAL ESTATE INVESTMENT TRUSTS - 3.55% New Plan Excel Realty Trust, Inc. 22,550 579,986 ---------------- RETAIL - DEPARTMENT STORES - 3.30% The May Department Stores Company 22,000 539,220 ---------------- RETAIL - GROCERY STORES - 3.55% Albertson's, Inc. 23,550 578,859 ---------------- SERVICES - COMPUTER INTEGRATED SYSTEMS DESIGN - 2.46% Unisys Corp. (a) 40,000 401,600 ---------------- TELEPHONE & TELEGRAPH APPARATUS - 1.64% ADC Telecommunications, Inc. (a) 125,000 267,500 ---------------- TELEPHONE COMMUNICATIONS - 3.16% SBC Communications, Inc. 20,000 515,800 ---------------- WATER TRANSPORTATION - 3.75% Tidewater, Inc. 21,000 612,780 ---------------- TOTAL COMMON STOCKS (COST $13,294,509) 14,923,983 ---------------- MONEY MARKET SECURITIES - 10.19% Federated U.S. Treasury Obligations Fund, 1.25% (b) 1,398,668 1,398,668 Huntington Money Market Fund - Investment Shares, 0.40% (b) 264,838 264,838 ---------------- TOTAL MONEY MARKET SECURITIES (COST $1,663,506) 1,663,506 ---------------- TOTAL INVESTMENTS (COST $14,958,015) - 101.59% 16,587,489 ---------------- LIABILITIES IN EXCESS OF OTHER ASSETS - (1.59%) (259,895) ---------------- TOTAL NET ASSETS - 100.00% $ 16,327,594 ================ (a) Non-income producing. (b) Variable rate security; the coupon rate shown represents the rate at August 31, 2004. See accompanying notes which are an integral part of the financial statements. 15 MONTEAGLE LARGE CAP GROWTH FUND SCHEDULE OF INVESTMENTS AUGUST 31, 2004 COMMON STOCKS - 98.10% SHARES VALUE ------------ -------------- AIR COURIER SERVICES - 1.53% FedEx Corp. 2,400 $ 196,776 -------------- BIOLOGICAL PRODUCTS - 3.55% Amgen, Inc. (a) 7,700 456,533 -------------- COMPUTER COMMUNICATION EQUIPMENT - 2.90% Cisco Systems, Inc. (a) 19,900 373,324 -------------- ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS - 3.17% Medtronic, Inc. 8,200 407,950 -------------- ELECTRONIC & OTHER ELECTRICAL EQUIPMENT - 3.42% General Electric Co. 13,400 439,386 -------------- ELECTRONIC COMPUTERS - 3.11% Dell, Inc. (a) 11,500 400,660 -------------- FINANCE SERVICES - 3.34% American Express Co. 8,600 430,172 -------------- HOUSEHOLD AUDIO & VIDEO EQUIPMENT - 1.80% Harman International Industries, Inc. 2,400 232,056 -------------- LEATHER & LEATHER PRODUCTS - 3.60% Coach, Inc. (a) 11,000 463,650 -------------- MISCELLANEOUS CHEMICAL PRODUCTS - 1.51% Smith International, Inc. (a) 3,400 193,732 -------------- MISCELLANEOUS MANUFACTURING INDUSTRIES - 2.58% International Game Technology, Inc. 11,500 331,775 -------------- MOTORCYCLES, BICYCLES & PARTS - 3.27% Harley-Davidson, Inc. 6,900 421,038 -------------- NATIONAL COMMERCIAL BANKS - 3.10% Wachovia Corp. 8,500 398,735 -------------- OIL & GAS FIELD SERVICES - 1.12% BJ Services Company 3,000 144,150 -------------- OPTHALMIC GOODS - 1.51% Alcon, Inc. 2,600 194,584 -------------- PERFUMES, COSMETICS, & OTHER TOILET PREPARATIONS - 1.86% Avon Products, Inc. 5,400 238,572 -------------- See accompanying notes which are an integral part of the financial statements. 16 MONTEAGLE LARGE CAP GROWTH FUND SCHEDULE OF INVESTMENTS - CONTINUED AUGUST 31, 2004 COMMON STOCKS - 98.10% - CONTINUED SHARES VALUE ------------ -------------- PERSONAL CREDIT INSTITUTIONS - 3.37% Capital One Financial Corp. 6,400 $ 433,664 -------------- PHARMACEUTICAL PREPARATIONS - 8.79% Genentech, Inc. (a) 7,600 370,728 Pfizer, Inc. 11,600 378,972 TEVA Pharmaceutical Industries, Ltd. (c) 14,000 381,500 -------------- 1,131,200 -------------- RADIO & TV BROADCASTING & COMMUNICATION EQUIPMENT - 1.56% L-3 Communications Holdings, Inc. 3,200 200,448 -------------- RADIOTELEPHONE COMMUNICATIONS - 2.92% NEXTEL Communications, Inc. - Class A (a) 16,200 375,678 -------------- RETAIL - EATING & DRINKING PLACES - 3.56% Starbucks Corp. (a) 10,600 458,344 -------------- RETAIL - HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES - 2.65% Bed, Bath & Beyond, Inc. (a) 9,100 340,522 -------------- RETAIL - LUMBER & OTHER BUILDING MATERIALS DEALERS - 2.55% Lowe's Companies, Inc. 6,600 328,020 -------------- RETAIL - VARIETY STORES - 1.60% Wal-Mart Stores, Inc. 3,900 205,413 -------------- SEMICONDUCTORS & RELATED DEVICES - 2.80% Marvell Technology Group Ltd. (a) 15,600 360,672 -------------- SERVICES - BUSINESS SERVICES - 3.83% eBAY, Inc. (a) 5,700 493,278 -------------- SERVICES - CONSUMER CREDIT REPORTING, COLLECTION AGENCIES - 3.73% Moody's Corp. 7,000 479,920 -------------- SERVICES - EDUCATIONAL SERVICES - 3.03% Apollo Group, Inc. - Class A (a) 5,000 390,000 -------------- SERVICES - PREPACKAGED SOFTWARE - 6.78% Microsoft Corp. 14,400 393,120 Symantec Corp. (a) 10,000 479,600 -------------- 872,720 -------------- SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS - 3.65% Procter & Gamble, Inc. 8,400 470,148 -------------- See accompanying notes which are an integral part of the financial statements. 17 MONTEAGLE LARGE CAP GROWTH FUND SCHEDULE OF INVESTMENTS - CONTINUED AUGUST 31, 2004 COMMON STOCKS - 98.10% - CONTINUED SHARES VALUE ------------ -------------- SURETY INSURANCE - 2.88% AMBAC Financial Group, Inc. 4,900 $ 369,950 -------------- SURGICAL & MEDICAL INSTRUMENTS & APPARATUS - 3.03% Stryker Corp. 8,600 389,580 -------------- TOTAL COMMON STOCKS (COST $11,964,782) 12,622,650 -------------- MONEY MARKET SECURITIES - 1.94% Federated U.S. Treasury Obligations Fund, 1.25% (b) 249,307 249,307 -------------- TOTAL MONEY MARKET SECURITIES (COST $249,307) 249,307 -------------- TOTAL INVESTMENTS (COST $12,214,089) - 100.04% 12,871,957 -------------- LIABILITIES IN EXCESS OF OTHER ASSETS - (0.04%) (4,521) -------------- TOTAL NET ASSETS - 100.00% $ 12,867,436 ============== (a) Non-income producing. (b) Variable rate security; the coupon rate shown represents the rate at August 31, 2004. (c) American Depositary Receipt. See accompanying notes which are an integral part of the financial statements. 18 MONTEAGLE FUNDS STATEMENTS OF ASSETS AND LIABILITIES AUGUST 31, 2004 MONTEAGLE MONTEAGLE MONTEAGLE FIXED INCOME VALUE LARGE CAP FUND FUND GROWTH FUND ------------------ ----------------- ------------------ ASSETS Investments in securities: At cost $ 24,944,176 $ 14,958,015 $ 12,214,089 ================== ================= ================== At value $ 26,184,972 $ 16,587,489 $ 12,871,957 Interest receivable 343,151 445 235 Dividends receivable - 34,586 9,811 ------------------ ----------------- ------------------ TOTAL ASSETS 26,528,123 16,622,520 12,882,003 ------------------ ----------------- ------------------ LIABILITIES Payable for investments purchased - 251,438 - Payable for fund shares redeemed - 25,098 - Accrued advisory fees 25,283 18,390 14,567 Distributions payable 80,158 - - ------------------ ----------------- ------------------ TOTAL LIABILITIES 105,441 294,926 14,567 ------------------ ----------------- ------------------ NET ASSETS $ 26,422,682 $ 16,327,594 $ 12,867,436 ================== ================= ================== NET ASSETS CONSIST OF: Paid in capital $ 24,936,288 $ 16,608,389 $ 19,389,787 Accumulated undistributed net investment income 11,324 - - Accumulated net realized gain (loss) on investments 234,274 (1,910,269) (7,180,219) Net unrealized appreciation on investments 1,240,796 1,629,474 657,868 ------------------ ----------------- ------------------ NET ASSETS $ 26,422,682 $ 16,327,594 $ 12,867,436 ================== ================= ================== SHARES OUTSTANDING (unlimited number of shares authorized) 2,452,626 1,343,231 2,371,108 ------------------ ----------------- ------------------ NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE $ 10.77 $ 12.16 $ 5.43 ================== ================= ================== See accompanying notes which are an integral part of the financial statements. 19 MONTEAGLE FUNDS STATEMENTS OF OPERATIONS YEAR ENDED AUGUST 31, 2004 MONTEAGLE MONTEAGLE MONTEAGLE FIXED INCOME VALUE LARGE CAP FUND FUND GROWTH FUND ------------------ ----------------- ------------------- INVESTMENT INCOME: Dividend income $ - $ 356,059 $ 60,268 Interest income 1,364,758 5,696 1,822 ------------------ ----------------- ------------------- TOTAL INVESTMENT INCOME 1,364,758 361,755 62,090 ------------------ ----------------- ------------------- EXPENSES: Investment advisor fee (See Note 3) 320,908 220,919 134,892 Trustee fees and expenses 1,915 1,916 1,893 ------------------ ----------------- ------------------- TOTAL EXPENSES 322,823 222,835 136,785 ------------------ ----------------- ------------------- NET INVESTMENT INCOME (LOSS) 1,041,935 138,920 (74,695) ------------------ ----------------- ------------------- REALIZED & Unrealized Gain (Loss): Net realized gain (loss) on investment securities 277,054 (34,172) (529,922) Change in net unrealized appreciation (depreciation) on investment securities (306,131) 1,826,718 1,054,822 ------------------ ----------------- ------------------- Net realized and unrealized gain (loss) on investment securities (29,077) 1,792,546 524,900 ------------------ ----------------- ------------------- NET INCREASE IN NET ASSETS FROM OPERATIONS $ 1,012,858 $ 1,931,466 $ 450,205 ================== ================= =================== See accompanying notes which are an integral part of the financial statements. 20 MONTEAGLE FUNDS STATEMENTS OF CHANGES IN NET ASSETS MONTEAGLE FIXED INCOME FUND ------------------------------------------ YEAR ENDED YEAR ENDED INCREASE (DECREASE) IN NET ASSETS AUGUST 31, 2004 AUGUST 31, 2003 --------------------- ------------------- OPERATIONS: Net investment income $ 1,041,935 $ 1,283,232 Net realized gain on investment securities 277,054 394,888 Change in net unrealized (depreciation) (306,131) (536,724) --------------------- ------------------- Net increase in net assets resulting from operations 1,012,858 1,141,396 --------------------- ------------------- DISTRIBUTIONS: From net investment income (1,041,946) (1,278,249) From net realized gain (437,744) (439,848) --------------------- ------------------- Total distributions (1,479,690) (1,718,097) --------------------- ------------------- CAPITAL SHARE TRANSACTIONS: Proceeds from shares sold 1,510,149 553,903 Amount paid for shares repurchased (4,182,760) (8,041,449) --------------------- ------------------- Net (decrease) in net assets resulting from share transactions (2,672,611) (7,487,546) --------------------- ------------------- TOTAL (DECREASE) IN NET ASSETS (3,139,443) (8,064,247) --------------------- ------------------- NET ASSETS: Beginning of year 29,562,125 37,626,372 --------------------- ------------------- End of year $ 26,422,682 $ 29,562,125 ===================== =================== Accumulated undistributed net investment income included in net assets at end of period $ 11,324 $ 11,337 ===================== =================== CAPITAL SHARE TRANSACTIONS: Shares sold 137,031 49,638 Shares repurchased (382,385) (720,289) --------------------- ------------------- Net (decrease) from capital share transactions (245,354) (670,651) ===================== =================== See accompanying notes which are an integral part of the financial statements. 21 MONTEAGLE FUNDS STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED MONTEAGLE MONTEAGLE VALUE LARGE CAP FUND GROWTH FUND ---------------------------------- ---------------------------------- YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED INCREASE (DECREASE) IN NET ASSETS AUGUST 31, 2004 AUGUST 31, 2003 AUGUST 31, 2004 AUGUST 31, 2003 ----------------- ---------------- ----------------- ---------------- OPERATIONS: Net investment income (loss) $ 138,920 $ 269,249 $ (74,695) $ 6,200 Net realized loss on investment securities (34,172) (363,394) (529,922) (1,899,662) Change in unrealized appreciation 1,826,718 1,598,703 1,054,822 2,127,692 ----------------- ---------------- ----------------- ---------------- Net increase in net assets resulting from operations 1,931,466 1,504,558 450,205 234,230 ----------------- ---------------- ----------------- ---------------- DISTRIBUTIONS: From net investment income (138,920) (283,519) (6,174) - Return of capital (130,341) - - - ----------------- ---------------- ----------------- ---------------- Total distributions (269,261) (283,519) (6,174) - ----------------- ---------------- ----------------- ---------------- CAPITAL SHARE TRANSACTIONS: Proceeds from shares sold 1,316,541 308,764 8,648,846 9,691,231 Amount paid for shares repurchased (1,302,933) (5,888,358) (286,252) (12,525,229) ----------------- ---------------- ----------------- ---------------- Net increase (decrease) in net assets resulting from share transactions 13,608 (5,579,594) 8,362,594 (2,833,998) ----------------- ---------------- ----------------- ---------------- TOTAL INCREASE (DECREASE) IN NET ASSETS 1,675,813 (4,358,555) 8,806,625 (2,599,768) ----------------- ---------------- ----------------- ---------------- NET ASSETS: Beginning of year 14,651,781 19,010,336 4,060,811 6,660,579 ----------------- ---------------- ----------------- ---------------- End of year $ 16,327,594 $ 14,651,781 $ 12,867,436 $ 4,060,811 ================= ================ ================= ================ Accumulated undistributed net investment income (loss) included in net assets at end of period $ - $ (14,270) $ - $ 6,111 ================= ================ ================= ================ CAPITAL SHARE TRANSACTIONS: Shares sold 110,518 32,640 1,609,281 2,107,696 Shares repurchased (108,798) (637,832) (52,336) (2,733,891) ----------------- ---------------- ----------------- ---------------- Net increase (decrease) from capital share transactions 1,720 (605,192) 1,556,945 (626,195) ================= ================ ================= ================ See accompanying notes which are an integral part of the financial statements. 22 MONTEAGLE FUNDS FINANCIAL HIGHLIGHTS The tables below set forth financial data for a share outstanding throughout each period presented. MONTEAGLE FIXED INCOME FUND -------------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED PERIOD ENDED AUGUST 31, 2004 AUGUST 31, 2003 AUGUST 31, 2002 AUGUST 31, 2001 AUGUST 31, 2000(a) --------------- --------------- --------------- --------------- --------------- SELECTED PER SHARE DATA Net asset value, beginning of period $ 10.96 $ 11.17 $ 10.82 $ 10.06 $ 10.00 Income from investment operations Net investment income 0.41 0.42 0.49 0.55 0.28 Net realized and unrealized gain (loss) (0.03) (0.08) 0.35 0.76 0.16 --------------- --------------- --------------- --------------- --------------- Total from investment operations 0.38 0.34 0.84 1.31 0.44 --------------- --------------- --------------- --------------- --------------- LESS DISTRIBUTIONS TO SHAREHOLDERS: From net investment income (0.41) (0.42) (0.49) (0.55) (0.38) From net realized gain (0.16) (0.13) - - - --------------- --------------- --------------- --------------- --------------- Total distributions (0.57) (0.55) (0.49) (0.55) (0.38) --------------- --------------- --------------- --------------- --------------- Net asset value, end of period $ 10.77 $ 10.96 $ 11.17 $ 10.82 $ 10.06 =============== =============== =============== =============== =============== TOTAL RETURN (b) 3.49% 3.06% 8.00% 13.37% 4.54% (c) RATIOS AND SUPPLEMENTAL DATA Net assets, end of period (000) $ 26,423 $ 29,562 $ 37,626 $ 36,506 $ 29,346 Ratio of expenses to average net assets 1.15% 1.14% 0.97% 1.14% 1.15% (d) Ratio of net investment income to average net assets 3.71% 3.76% 4.56% 5.28% 3.97% (d) Portfolio turnover rate 27.02% 20.52% 48.58% 75.84% 58.87% (a) December 20, 1999 (Commencement of Operations) through August 31, 2000. (b)Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends. (c) Not annualized. (d) Annualized. See accompanying notes which are an integral part of the financial statements. 23 MONTEAGLE FUNDS FINANCIAL HIGHLIGHTS - CONTINUED The tables below set forth financial data for a share outstanding throughout each period presented. MONTEAGLE VALUE FUND ---------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED PERIOD ENDED AUGUST 31, 2004 AUGUST 31, 2003 AUGUST 31, 2002 AUGUST 31, 2001 AUGUST 31, 2000(a) -------------- --------------- -------------- -------------- -------------- SELECTED PER SHARE DATA Net asset value, beginning of period $ 10.92 $ 9.77 $ 13.34 $ 11.66 $ 10.00 -------------- --------------- -------------- -------------- -------------- Income from investment operations Net investment income 0.10 0.16 0.17 0.14 0.06 Net realized and unrealized gain (loss) 1.33 1.14 (2.17) 1.88 1.60 -------------- --------------- -------------- -------------- -------------- Total from investment operations 1.43 1.30 (2.00) 2.02 1.66 -------------- --------------- -------------- -------------- -------------- LESS DISTRIBUTIONS TO SHAREHOLDERS: From net investment income (0.10) (0.15) (0.15) (0.12) - From net realized gain - - (1.42) (0.22) - From return of capital (0.09) -------------- --------------- -------------- -------------- -------------- Total distributions (0.19) (0.15) (1.57) (0.34) - -------------- --------------- -------------- -------------- -------------- Net asset value, end of period $ 12.16 $ 10.92 $ 9.77 $ 13.34 $ 11.66 ============== =============== ============== ============== ============== TOTAL RETURN (b) 13.10% 13.49% -16.95% 17.56% 16.60% (c) RATIOS AND SUPPLEMENTAL DATA Net assets, end of period (000) $ 16,328 $ 14,652 $ 19,010 $ 26,325 $ 19,734 Ratio of expenses to average net assets 1.36% 1.36% 1.35% 1.35% 1.36% (d) Ratio of net investment income to average net assets 0.85% 1.72% 1.37% 1.15% 0.77% (d) Portfolio turnover rate 34.50% 28.39% 58.62% 152.86% 375.67% (a) December 20, 1999 (Commencement of Operations) through August 31, 2000. (b) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends. (c) Not annualized. (d) Annualized. See accompanying notes which are an integral part of the financial statements. 24 MONTEAGLE FUNDS FINANCIAL HIGHLIGHTS - CONTINUED The tables below set forth financial data for a share outstanding throughout each period presented. MONTEAGLE LARGE CAP GROWTH FUND -------------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED PERIOD ENDED AUGUST 31, 2004 AUGUST 31, 2003 AUGUST 31, 2002 AUGUST 31, 2001 AUGUST 31, 2000(a) --------------- --------------- --------------- --------------- --------------- SELECTED PER SHARE DATA Net asset value, beginning of period $ 4.99 $ 4.62 $ 6.70 $ 9.92 $ 10.00 ------------ --------------- --------------- --------------- --------------- Income from investment operations Net investment income (loss) (0.04) 0.01 (0.02) (0.03) 0.01 Net realized and unrealized gain (loss) 0.49 0.36 (2.06) (3.19) (0.09) ------------ --------------- --------------- --------------- --------------- Total from investment operations 0.45 0.37 (2.08) (3.22) (0.08) ------------ --------------- --------------- --------------- --------------- LESS DISTRIBUTIONS TO SHAREHOLDERS: From net investment income (0.01) - - - - ------------ --------------- --------------- --------------- --------------- Total distributions (0.01) - - - - ------------ --------------- --------------- --------------- --------------- Net asset value, end of period $ 5.43 $ 4.99 $ 4.62 $ 6.70 $ 9.92 ============ =============== =============== =============== =============== TOTAL RETURN (b) 8.89% 8.01% -31.04% -32.44% -0.80% (c) RATIOS AND SUPPLEMENTAL DATA Net assets, end of period (000) $ 12,867 $ 4,061 $ 6,661 $ 9,968 $ 12,820 Ratio of expenses to average net assets 1.37% 1.27% 1.03% 1.26% 1.27% (d) Ratio of net investment income (loss) to average net assets (0.75)% 0.12% (0.26)% (0.44)% 0.10% (d) Portfolio turnover rate 66.52% (e) 26.93% 86.74% 70.04% 68.00%
(a) January 18, 2000 (Commencement of Operations) through August 31, 2000. (b)Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends. (c) Not annualized. (d) Annualized. (e) Portfolio turnover percentage increased 39.59% compared to prior year due to change in adviser effective September 1, 2003. See accompanying notes which are an integral part of the financial statements. 25 MONTEAGLE FUNDS NOTES TO FINANCIAL STATEMENTS AUGUST 31, 2004 NOTE 1. ORGANIZATION The Monteagle Fixed Income Fund (the "Fixed Income Fund"), Monteagle Value Fund (the "Value Fund"), and Monteagle Large Cap Growth Fund (the "Large Cap Growth Fund") (each a "Fund" or collectively, the "Funds") were organized as diversified series of AmeriPrime Advisors Trust (the "Trust") on August 3, 1999. The Fixed Income Fund and Value Fund commenced operations on December 20, 1999, and the Large Cap Growth Fund commenced operations on January 18, 2000. 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"). On September 1, 2003, the Large Cap Fund changed its name to the Large Cap Growth Fund. The Trust Agreement permits the Board of Trustees to issue an unlimited number of shares of beneficial interest of separate series. Each Fund is one of a series of funds currently offered by the Trust. The investment objective of the Fixed Income Fund is total return and the investment objectives of the Value Fund and the Large Cap Growth Fund are to provide long-term growth of capital. The investment manager to the Funds is Nashville Capital Corporation ("Investment Manager"). The Investment Manager retains an Adviser for each fund. NOTE 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by each 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 Adviser 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 Adviser 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 Adviser, in conformity with guidelines adopted by and subject to review of the Board of Trustees of the Trust, (the "Board"). 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 Adviser 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 Adviser decides that a price provided by the pricing service does not accurately reflect the fair market value of the securities, when prices are not readily available from a pricing service, or when restricted or illiquid securities are being valued, securities are valued at fair value as determined in good faith by the Adviser, subject to review of the Board. 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. Federal Income Taxes - There is no provision for federal income tax. Each 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 all of its net investment income and net realized capital gains. 26 MONTEAGLE FUNDS NOTES TO FINANCIAL STATEMENTS AUGUST 31, 2004 - CONTINUED NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED Security Transactions and Related Income - The Funds follow industry practice and record 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. Distributions to Shareholders - The Fixed Income Fund intends to distribute all of its net investment income as dividends to its shareholders on a monthly basis. The Value Fund and Large Cap Growth Fund intend to distribute all of their net investment income as dividends to shareholders on an annual basis. The Funds intend to distribute net realized long term capital gains and net realized short term capital gains at least once a year. Distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. 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 primarily 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 Funds. For the fiscal year ended August 31, 2004, net investment loss of $74,695 for the Large Cap Growth Fund was reclassified to paid-in-capital. For the Value Fund, distributions in excess of net investment income earned in the amount of $130,341 were reclassified from distributions from net investment income to a return of capital and $14,270 of prior year excess distributions of net investment income was reclassified to paid-in-capital. NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Nashville Capital Corporation serves as Investment Manager to the Funds. In this capacity, Nashville Capital Corporation advises and assists the officers of the Trust in conducting the business of the Funds and is responsible for providing general investment advice and guidance to the Funds. However, Nashville Capital Corporation has delegated responsibility for the selection and ongoing monitoring of the securities in each Fund's investment portfolio to the Funds' respective Advisers set forth below. Each Fund is authorized to pay Nashville Capital Corporation a fee based on average daily net assets at the following annual rates: FIXED LARGE CAP INCOME VALUE GROWTH ASSETS FUND FUND FUND - ------------------ --------- --------- --------- Up to and including $25 million 1.15% 1.35% 1.35% From $25 up to and including $50 million 1.10% 1.25% 1.25% From $50 up to and including $100 million 0.97% 1.10% 1.10% Over $100 million 0.90% 1.00% 1.00% Under the terms of each Fund's management agreement (the "Agreement"), the Investment Manager manages each Fund's investments subject to approval of the Board and pays all of the expenses of each Fund except brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of non-interested person trustees, 12b-1 expenses and extraordinary 27 MONTEAGLE FUNDS NOTES TO FINANCIAL STATEMENTS AUGUST 31, 2004 - CONTINUED NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED expenses. It should be noted that most investment companies pay their own operating expenses directly, while the Funds' expenses, except those specified above, are paid by the Investment Manager. For the fiscal year ended August 31, 2004, the Investment Manager earned fees of $320,908, $220,919 and $134,892 from the Fixed Income Fund, Value Fund and Large Cap Growth Fund, respectively. Amounts payable to the Investment Manager at August 31, 2004 were $25,283, $18,390 and $14,567 for the Fixed Income Fund, Value Fund and Large Cap Growth Fund, respectively. FIXED INCOME FUND. The Investment Manager has retained Howe & Rusling, Inc. ("H & R") to serve as the Adviser to the Fixed Income Fund. Nashville Capital Corporation has agreed to pay H & R an annual advisory fee for the Fixed Income Fund of 0.30% of average daily net assets up to $25 million, 0.25% of average daily net assets from $25 million up to $50 million, and 0.20% of average daily net assets of $50 million and greater. VALUE FUND. The Investment Manager has retained Robinson Investment Group, Inc. ("Robinson") to serve as the Adviser to the Value Fund. Nashville Capital Corporation has agreed to pay Robinson an annual advisory fee of 0.60% of average daily net assets up to $25 million, 0.45% of average daily net assets from $25 million up to $50 million, 0.35% of average daily net assets from $50 million up to $100 million, and 0.30% of average daily net assets of $100 million and greater. LARGE CAP GROWTH FUND. The Investment Manager has retained Northstar Capital Management, Inc. ("Northstar") to serve as Adviser of the Large Cap Growth Fund. Nashville Capital Corporation has agreed to pay Northstar an annual advisory fee of 0.50% of average daily net assets. The Funds retain Unified Fund Services, Inc. ("Unified"), a wholly owned subsidiary of Unified Financial Services, Inc., to manage the Funds' business affairs and to provide the Funds with administrative, transfer agency, and fund accounting services, including all regulatory reporting and necessary office equipment and personnel. The Investment Manager paid all administrative, transfer agency, and fund accounting fees on behalf of the Funds per the Agreement. Certain Trustees and the officers of the Trust are employees of Unified and/or shareholders of Unified Financial Services, Inc. (the parent of Unified). The Funds retain Unified Financial Securities, Inc., a wholly owned subsidiary of Unified Financial Services, Inc. to act as the principal distributor of their shares. There were no payments made to Unified Financial Securities, Inc. by the Funds during the fiscal year ended August 31, 2004. 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 fiscal year ended August 31, 2004, purchases and sales of investment securities, other than short-term investments and short-term U.S. government obligations were as follows: FIXED LARGE CAP INCOME VALUE GROWTH FUND FUND FUND ---------------- --------------- --------------- PURCHASES U.S. Government Obligations $ 2,059,537 $ - $ - Other 5,281,810 5,314,234 14,385,706 SALES U.S. Government Obligations $ 4,526,083 $ - $ - Other 6,267,528 6,609,187 6,339,713
28 MONTEAGLE FUNDS NOTES TO FINANCIAL STATEMENTS AUGUST 31, 2004 - CONTINUED NOTE 4. INVESTMENTS - CONTINUED As of August 31, 2004, the net unrealized appreciation of investments for tax purposes was as follows: FIXED LARGE CAP INCOME VALUE GROWTH FUND FUND FUND --------------- --------------- -------------- Gross appreciation $ 1,280,421 $ 2,212,627 $ 1,078,121 Gross depreciation (39,625) (838,615) (668,199) --------------- --------------- -------------- Net appreciation on investments $ 1,240,796 $ 1,374,012 $ 409,922 =============== =============== ============== At August 31, 2004, the aggregate cost of securities for federal income tax purposes was $24,944,176, $15,213,477, and $12,462,035 for the Fixed Income Fund, Value Fund, and Large Cap Growth Fund, respectively. The differences between book cost and tax cost represent the deferral of losses on wash sales and post-October losses. NOTE 5. ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. NOTE 6. BENEFICIAL OWNERSHIP 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 August 31, 2004, Farmers and Merchants Corporation, for the benefit of its customers, beneficially owned 100% of each Fund. NOTE 7. CAPITAL LOSS CARRYFORWARDS VALUE FUND. At August 31, 2004, the Fund had available for federal tax purposes an unused capital loss carryforward of $1,654,808, of which $1,155,855 expires in 2011 and $498,953 expires in 2012. The Fund has elected to defer post-October losses of $164,758. LARGE CAP FUND. At August 31, 2004, the Fund had available for federal tax purposes an unused capital carryforward of $6,932,274, of which $470,032 expires in 2008, $826,803 expires in 2009, $425,424 expires in 2010, $3,044,365 expires in 2011, and $2,165,650 expires in 2012. The Fund has elected to defer post-October losses of $246,784. Capital loss carryforwards are available to offset future realized gains. To the extent that these carryforwards are used to offset future realized capital gains, it is probable that the amount which is offset will not be distributed. 29 MONTEAGLE FUNDS NOTES TO FINANCIAL STATEMENTS AUGUST 31, 2004 - CONTINUED NOTE 8. DISTRIBUTIONS TO SHAREHOLDERS FIXED INCOME FUND. For the fiscal year ended August 31, 2004, the Fund paid monthly distributions of net investment income totaling $0.4048 per share. Capital gain distributions in the amount of $0.1619 per share were paid December 26, 2003, to shareholders of record on December 24, 2003. The tax character of distributions paid during the fiscal years ended August 31, 2004 and 2003 was as follows. Distributions paid from: 2004 2003 ---------------- ------------------ Ordinary income $ 1,041,946 $ 1,278,249 Short-term Capital Gain 104,366 - Long-term Capital Gain 333,378 439,848 ---------------- ------------------ $ 1,479,690 $ 1,718,097 ================ ==================
VALUE FUND. The Value Fund paid an ordinary income dividend and a return of capital distribution totaling $0.1903 per share on December 26, 2003, to shareholders of record on December 24, 2003. The tax character of distributions paid during the fiscal years ended August 31, 2004 and 2003 was as follows: Distributions paid from: 2004 2003 ---------------- ---------------- Ordinary income $ 138,920 $ 283,519 Return of Capital 130,341 - Short-term Capital Gain - - Long-term Capital Gain - - ---------------- ---------------- $ 269,261 $ 283,519 ================ ================ LARGE CAP GROWTH FUND. On December 26, 2003, the Large Cap Growth Fund paid an ordinary income dividend of $0.0034 per share to shareholders of record on December 24, 2003. The tax character of distributions paid during the fiscal years ended August 31, 2004 and 2003 was as follows: Distributions paid from: 2004 2003 ---------------- ---------------- Ordinary income $ 6,174 $ - Short-term Capital Gain - - Long-term Capital Gain - - ---------------- ---------------- $ 6,174 $ - ================ ================ As of August 31, 2004, the components of distributable earnings on a tax basis were as follows: Fixed Fund Value Large Cap ---------------- ---------------- ---------------- Undistributable ordinary income $ 11,324 $ - $ - Undistributable long-term capital gain (accumulated losses) 234,274 (1,654,807) (6,932,273) Unrealized appreciation/(depreciation) 1,240,796 1,374,012 409,922 ---------------- ---------------- ---------------- $ 1,486,394 $ (280,795) $ (6,522,351) ================ ================ ================
30 MONTEAGLE FUNDS NOTES TO FINANCIAL STATEMENTS AUGUST 31, 2004 - CONTINUED NOTE 8. DISTRIBUTIONS TO SHAREHOLDERS - CONTINUED The differences between book basis and tax basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales and post-October losses. NOTE 9. CHANGE OF AUDITORS On March 3, 2004, McCurdy & Associates CPA's, Inc. ("McCurdy") notified the Funds of its intention to resign as the Funds' independent auditors upon selection of replacement auditors. On March 14, 2004, the Board and the Funds' Audit Committee selected Cohen McCurdy, Ltd. ("Cohen") to replace McCurdy as the Funds' auditors for the fiscal year ending August 31, 2004 to be effective upon the resignation of McCurdy. On March 14, 2004, upon receipt of notice that Cohen was selected as the Funds' auditor, McCurdy, whose audit practice was acquired by Cohen, resigned as independent auditors to the Funds. McCurdy's reports on the Funds' financial statements for the fiscal year ended August 31, 2003 contained no adverse opinion or a disclaimer of opinion nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal period stated above and through the term of the engagement with McCurdy, there were no disagreements with McCurdy on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of McCurdy, would have caused the Adviser to make reference to the subject matter of the disagreements in connection with its reports on the Funds' financial statements for such periods. Neither the Funds nor anyone on its behalf consulted with Cohen on items which (i) concerned the application of accounting principles to a specified transaction, either completed or proposed or the type of audit opinion that might be rendered on the Funds' financial statements as a result of such consultations or (ii) concerned the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K) or a reportable event (as described in paragraph (a)(1)(v) of said Item 304). 31 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ------------------------------------------------------- To the Shareholders and Board of Trustees Monteagle Funds (series' of AmeriPrime Advisors Trust) We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of the Monteagle Funds ("the Funds") comprising the Monteagle Fixed Income, MonteagleValue, and Monteagle Large Cap Growth Portfolios as of August 31, 2004, and the related statements of operations, the statements of changes in net assets and the financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. The statements of changes in net assets for the year ended August 31, 2003 and the financial highlights for each of the four years in the period then ended were audited by McCurdy & Associates CPA's, Inc., whose audit practice was acquired by Cohen McCurdy, Ltd. McCurdy & Associates CPA's, Inc. expressed unqualified opinions on those statements. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 August 31, 2004 by correspondence with the Funds' custodian and brokers. 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 provides 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 each of the portfolios constituting the Monteagle Funds as of August 31, 2004, the results of their operations, changes in their net assets and the financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America. /s/ Cohen McCurdy Cohen McCurdy, Ltd. Westlake, Ohio October 21, 2004 TRUSTEES AND OFFICERS (UNAUDITED) - --------------------------------- INDEPENDENT TRUSTEES - ----------------------------------------------------- ---------------------------------------------------------------- NAME, ADDRESS*, (DATE OF BIRTH), POSITION WITH FUND PRINCIPAL OCCUPATION DURING PAST 5 YEARS AND OTHER COMPLEX,** TERM OF POSITION WITH TRUST DIRECTORSHIPS - ----------------------------------------------------- ---------------------------------------------------------------- Gary E. Hippenstiel (1947) Director, Vice President and Chief Investment Officer of Legacy Trust Company, N.A. since 1992. Trustee of AmeriPrime Trustee, July 2002 to present Funds since 1995 and Unified Series Trust since December 2002. Trustee of CCMI Funds since June 2003. Trustee of Access Variable Insurance Trust, since April 2003. - ----------------------------------------------------- ---------------------------------------------------------------- Stephen A. Little (1946) President and founder, The Rose, Inc., a registered investment advisor, since April 1993. Trustee of AmeriPrime Funds since Trustee, November 2002 to present December 2002 and Unified Series Trust since December 2002. Trustee of CCMI Funds since June 2003. - ----------------------------------------------------- ---------------------------------------------------------------- Daniel J. Condon (1950) President, 2004 to present, Vice President and General Manager, 1990 to 2003, International Crankshaft Inc., an Trustee, November 2002 to present automotive equipment manufacturing company, 1990 to present; Trustee, The Unified Funds, from 1994 to 2002; Trustee, Firstar Select Funds, a REIT mutual fund, from 1997 to 2000. Trustee of AmeriPrime Funds since December 2002 and Unified Series Trust since December 2002. Trustee of CCMI Funds since June 2003. - ----------------------------------------------------- ---------------------------------------------------------------- INTERESTED TRUSTEES AND PRINCIPAL OFFICERS - --------------------------------------------------- ------------------------------------------------------------------ NAME, ADDRESS*, (DATE OF BIRTH), POSITION WITH PRINCIPAL OCCUPATION DURING PAST 5 YEARS FUND COMPLEX,** TERM OF POSITION WITH TRUST AND OTHER DIRECTORSHIPS - --------------------------------------------------- ------------------------------------------------------------------ Timothy L. Ashburn (1950)*** Employed by Unified Financial Services, Inc., Chairman of Unified Financial Services, Inc. 1989 to 2004, Chief Executive Trustee and Chairman, November 2002 to present Officer from 1989 to 1992 and 1994 to April 2002, and President President, December 2002 to July 2004 from November 1997 to April 2000. Trustee of AmeriPrime Funds Asst. Secretary, December 2003 to present since December 2002 and Unified Series Trust since October 2002. Secretary, June 2003 to December 2003 Trustee of CCMI Funds since June 2003. - --------------------------------------------------- ------------------------------------------------------------------ Ronald C. Tritschler (1952)**** Chief Executive Officer, Director and legal counsel of The Webb Companies, a national real estate company, from 2001 to present; Trustee, November 2002 to present Executive Vice President and Director of The Webb Companies from 1990 to 2000; Director, First State Financial, 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. Trustee of AmeriPrime Funds since December 2002 and Unified Series Trust since December 2002. Trustee of CCMI Funds since June 2003. - --------------------------------------------------- ------------------------------------------------------------------ Anthony J. Ghoston (1959) Executive Vice President of Unified Fund Services, Inc. since June 2004; Senior Vice President of Unified Fund Services, Inc. President, July 2004 to present April 2003 to June 2004; Senior Vice President and Chief Information Officer of Unified Financial Services since 1997. - --------------------------------------------------- ------------------------------------------------------------------ Thomas G. Napurano (1941) Chief Financial Officer and Executive Vice President of Unified Financial Services, Inc., the parent company of the Trust's Chief Financial Officer and Treasurer, October administrator and Distributor; Director, Unified Financial 2002 to present Services, Inc., from 1989 to March 2002. CFO of AmeriPrime Funds since October 2002 and Unified Series Trust since December 2002. CFO of CCMI Funds since June 2003. - --------------------------------------------------- ------------------------------------------------------------------ Carol Highsmith (1964)***** Employed by Unified Fund Services, Inc. (November 1994 to present). Secretary of AmeriPrime Advisors Trust, Unified Series Secretary, December 2003 to present Trust, and CCMI Funds since December 2003. Asst. Secretary, June 2003 to December 2003 - --------------------------------------------------- ------------------------------------------------------------------
* The address for each of the trustees and officers is 431 N. Pennsylvania, Indianapolis, IN 46204, except as noted for Tim Ashburn. ** Fund Complex refers to AmeriPrime Advisors Trust, AmeriPrime Funds and Unified Series Trust. The Fund Complex consists of 26 series. *** 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 has an ownership interest in Unified Financial Services, Inc., the parent of the Distributor of certain series in the Fund Complex. Mr. Ashburn resigned his positions as Trustee and Chairman effective October 13, 2004. **** 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 Distributor of certain series in the Fund Complex. *****CarolHighsmith resigned her position as Secretary, and Freddie Jacobs, Jr., CPA became Secretary effective September 1, 2004. The Funds' Statement of Additional Information ("SAI") includes additional information about the trustees and is available, without charge, upon request. You may call toll-free (800) 272-9746 to request a copy of the SAI or to make shareholder inquiries. PROXY VOTING A description of the policies and procedures that each Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Funds voted those proxies during the twelve month period ended June 30, 2004, are available without charge upon request by (1) by calling the Funds at (877) 272-9746; (2) on the Funds' website at www.nashcap.com; and (3) on the --------------- SEC's website at www.sec.gov. ----------- TRUSTEES Timothy L. Ashburn, Chairman Gary E. Hippenstiel Stephen A. Little Daniel J. Condon Ronald C. Tritschler OFFICERS Anthony J. Ghoston, President Thomas G. Napurano, Chief Financial Officer and Treasurer Carol J. Highsmith., Secretary INVESTMENT MANAGER Nashville Capital Corporation 209 10th Ave. South, Suite 332 Nashville, TN 37203 FUNDS' ADVISORS Howe & Rusling, Inc. Robinson Investment Group, Inc. Northstar Capital Management, Inc. DISTRIBUTOR Unified Financial Securities, Inc. 431 N. Pennsylvania St. Indianapolis, IN 46204 INDEPENDENT ACCOUNTANTS Cohen McCurdy, Ltd. 826 Westpoint Parkway, Suite 1250 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, IN 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. (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. (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. (a) AUDIT FEES ---------- FY 2003 $ 17,800 FY 2004 $ 18,900 (b) AUDIT-RELATED FEES ------------------ Registrant ---------- FY 2003 $ 0 FY 2004 $ 0 Nature of the fees: (c) TAX FEES -------- Registrant ---------- FY 2003 $1,950 FY 2004 $2,025 Nature of the fees: preparation of 1120 RIC (d) ALL OTHER FEES -------------- Registrant ---------- FY 2003 $ 3,295 FY 2004 $ 468 Nature of the fees: out of pockets, consents (e) (1) AUDIT COMMITTEE'S PRE-APPROVAL POLICIES --------------------------------------- The Audit Committee Charter requires the Audit Committee to be responsible for the selection, retention or termination of auditors and, in connection therewith, to (i) evaluate the proposed fees and other compensation, if any, to be paid to the auditors, (ii) evaluate the independence of the auditors, (iii) pre-approve all audit services and, when appropriate, any non-audit services provided by the independent auditors to the Trust, (iv) pre-approve, when appropriate, any non-audit services provided by the independent auditors to the Trust's investment adviser, or any entity controlling, controlled by, or under common control with the investment adviser and that provides ongoing services to the Trust if the engagement relates directly to the operations and financial reporting of the Trust, and (v) receive the auditors' specific representations as to their independence; (2) PERCENTAGES OF SERVICES APPROVED BY THE AUDIT COMMITTEE ------------------------------------------------------- Registrant ---------- Audit-Related Fees: 100% Tax Fees: 100% All Other Fees: 100% None of the services described in paragraph (b) through (d) of this Item were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (f) During the audit of registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. (g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant: Registrant ---------- FY 2003 $ 3,295 FY 2004 $ 468 (h) Not applicable. The auditor performed no services for the registrant's investment adviser or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant. ITEM 5. AUDIT COMMITTEE OF LISTED COMPANIES. Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS. Not applicable - schedule filed with Item 1. 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. The registrant has not adopted procedures by which shareholders may recommend nominees to the registrant's board of trustees. ITEM 10. CONTROLS AND PROCEDURES. (a) Based on an evaluation of the registrant's disclosure controls and procedures as of September 22, 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 second 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) Code is filed herewith (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 Advisors Trust By * /s/ Anthony J. Ghoston ------------------------------------------------------------------------------- Anthony J. Ghoston, President Date 11/9/04 ---------------------------------------------------------------------------- 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/ Anthony J. Ghoston ------------------------------------------------------------------------------- Anthony J. Ghoston, President Date 11/9/04 ---------------------------------------------------------------------------- By * /s/ Thomas G. Napurano ------------------------------------------------------------------------------- Thomas G. Napurano, Chief Financial Officer and Treasurer Date 11/9/04 ---------------------------------------------------------------------------- EX-32 2 ex99906cert.txt AMERIPRIME ADVISORS TRUST EX-99.906CERT CERTIFICATION Anthony Ghoston, President, and Thomas Napurano, 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 August 31, 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 Ameriprime Advisors Trust Ameriprime Advisors Trust /s/ Anthony J. Ghoston /s/ Thomas G. Napurano - ------------------------- -------------------------- Anthony J. Ghoston Thomas G. Napurano Date: 11/9/04 Date: 11/9/04 -------------------- --------------------- 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. 1350 and is not being filed as part of the Form N-CSR filed with the Commission. EX-31 3 ex99cert.txt AMERIPRIME ADVISORS TRUST Exhibit 99.CERT CERTIFICATIONS I, Anthony J. Ghoston, 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; and 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: 11/9/04 --------------------- /s/ Anthony J. Ghoston ------------------------ Anthony Ghoston President I, Thomas G. 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; and 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:11/9/04 ---------------------- /s/ Thomas G. Napurano ------------------------------------ Thomas Napurano Chief Financial Officer and Treasurer EX-99.CODE ETH 4 ex99codeethics.txt AMERIPRIME ADVISORS TRUST 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 Thomas Napurano Anthony Ghoston Freddie Jacobs, Jr., CPA Exhibit B AMERIPRIME ADVISORS TRUST AMERIPRIME FUNDS UNIFIED SERIES TRUST Covered Officer Affirmation of Understanding In accordance with Section IV of the Code of Ethics for Principal Executive and Senior Financial Officers (the "Code"), the undersigned Covered Officer of the Company (as defined in the Code) hereby affirms to the Board that the Covered Officer has received, read, and understands the Code. Date: ___________________ _________________________________________ Covered Officer Exhibit C AMERIPRIME ADVISORS TRUST AMERIPRIME FUNDS UNIFIED SERIES TRUST Covered Officer Annual Affirmation For the period June 1, 2004 to July 31, 2005 In accordance with Section IV of the Code of Ethics for Principal Executive and Senior Financial Officers (the "Code"), the undersigned Covered Officer of the Company (as defined in the Code) hereby affirms to the Board that the Covered Officer, at all times during the period for which this affirmation is given, has complied with each of the requirements of the Code. Date: ___________________ _________________________________________ Covered Officer -----END PRIVACY-ENHANCED MESSAGE-----