-----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, SCgdh9S+I/3F5DywrnDyl/33a52RdUevIkCKTxIUJWStV3DMU/EF9EEERvG2VCgU 0P2RUUllVyORk/7fhvGo6g== 0001035449-05-000064.txt : 20050128 0001035449-05-000064.hdr.sgml : 20050128 20050128144906 ACCESSION NUMBER: 0001035449-05-000064 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041130 FILED AS OF DATE: 20050128 DATE AS OF CHANGE: 20050128 EFFECTIVENESS DATE: 20050128 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: 05557714 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 aatncsr1104.txt AMERIPRIME ADVISORS TRUST 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) Terry Gallagher - ------------------------------------ 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: 11/30 ------------ Date of reporting period: 11/30/04 --------- Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ITEM 1. REPORTS TO STOCKHOLDERS. ================================================================ BULL MOOSE GROWTH FUND ================================================================ ANNUAL REPORT NOVEMBER 30, 2004 FUND ADVISER: THE ROOSEVELT INVESTMENT GROUP 317 MADISON AVENUE SUITE 1004 NEW YORK, NY 10017 TOLL FREE: (877) 322-0576 THE BULL MOOSE GROWTH FUND MANAGEMENT'S DISCUSSION AND ANALYSIS - ------------------------------------ For the fiscal year ending November 30, 2004, the Bull Moose Growth Fund returned 12.70%, outperformed the NASDAQ Composite Index and was narrowly beaten by the S&P 500 Index. We are also pleased to report that the value of a $10,000 investment in the Fund since its inception grew to $14,527 (or + $1,637 for the fiscal year), which outperformed both the NASDAQ Composite of $10,923 (+ $763 for the fiscal year) and the S&P 500 of $10,778 (+ $1,227 for the fiscal year). Please see the chart and graph below. Given that this was a tumultuous year for the equity markets, we are very pleased that the Fund was able to continue to record a strong performance. Recognizing the possible emergence of a slower-than-expected economic recovery due to rising oil prices and commodity prices, the Fund's investment adviser, The Roosevelt Investment Group, implemented an investment strategy that incorporated the by-products of a slow recovery. These factors were continued consumer spending, rising interest rates, productivity enhancement, capital expenditure recovery, demand for domestic commodities, and improving demand for energy, including coal. The latter two factors were the causes for rising oil and commodity prices. As a result, the Fund continued its diversification strategy with an emphasis on those sectors that would be beneficiaries of the above-stated factors, such as consumer discretionary, industrials, and metals & mining. See the Fund's relative results below regarding the comparative success of this strategy. Against a background of ever improving economic data, a gradual improvement in the corporate sector bodes well for the equity markets in fiscal 2005. This should create new investment opportunities. We believe that your Fund is poised to take advantage of these opportunities as they occur in a thematic environment. At the same time, we will try to take into consideration any possible geopolitical situation that might impact the current investment environment. These geopolitical factors include the xenophobic Middle East, the economic and political impact of China, as well as the turmoil in the former Soviet Union. Thus, we believe that the Fund's strategy is a prudent, but opportunistic approach. INVESTMENT RESULTS - ------------------ - ------------------------------------------------------------------------------ AVERAGE ANNUAL TOTAL RETURNS (FOR PERIODS ENDED NOVEMBER 30, 2004) SINCE INCEPTION ONE YEAR (DECEMBER 21, 2001) -------------- ------------------------ Bull Moose Growth Fund* 12.70% 13.55% NASDAQ Composite Index** 7.50% 3.04% S&P 500 Index** 12.84% 2.58% - ------------------------------------------------------------------------------ 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 redemptions 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 1-877-322-0576. * Return figures reflect any change in price per share and assume the reinvestment of all distributions. ** The Indices are unmanaged benchmarks that assume reinvestment of all distributions and exclude the effect of taxes and fees. The NASDAQ Composite Index and S&P 500 Index are widely recognized unmanaged indices representative of broader markets and ranges of securities than is found in the Fund's portfolio. Individuals cannot invest directly in the indices; however, an individual can invest in ETFs or other investment vehicles that attempt to track the performance of a benchmark index. 1 COMPARISON OF THE GROWTH OF A $10,000 INVESTMENT IN THE BULL MOOSE GROWTH FUND, NASDAQ COMPOSITE INDEX AND S&P 500 INDEX [GRAPHIC OMITTED] NASDAQ Bull Moose Composite S&P 500 Growth Fund Index Index ($14,527) ($10,923) ($10,778) 12/21/2001 10,000 10,000 10,000 5/31/2002 10,260 8,317 9,377 11/30/2002 9,840 7,628 8,300 5/31/2003 10,510 8,251 8,621 11/30/2003 12,890 10,160 9,551 5/31/2004 13,062 10,321 10,199 11/30/2004 14,527 10,922 10,777 The chart above assumes an initial investment of $10,000 made on December 21, 2001 (commencement of Fund operations) and held through November 30, 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. The Fund is distributed by Unified Financial Securities, Inc. Member NASD 2 FUND HOLDINGS - (UNAUDITED) - ------------- BULL MOOSE GROWTH FUND HOLDINGS AS OF NOVEMBER 30, 2004 1 [GRAPHIC OMITTED] Common Stocks 92.63% Money Market Securities 4.66% Other Securities 2.70% Other Assets in Excess of Liabilities 0.01% 1As a percentage of net assets. The Bull Moose Growth Fund (the "Fund") invests primarily in common stocks of U.S. companies of all capitalization ranges. AVAILABILITY OF PORTFOLIO SCHEDULE - (UNAUDITED) - ---------------------------------- The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form N-Q. The Fund's Form N-Qs are available at the SEC's website at www.sec.gov. The Fund's Form N-Qs may be reviewed and copied at the Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. SUMMARY OF FUND'S EXPENSES - (UNAUDITED) - -------------------------- As a shareholder of the Fund, 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 Fund 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 (June 1, 2004) and held for the entire period (through November 30, 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. Hypothetical Example for Comparison Purposes - -------------------------------------------- The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratios and an assumed rate of return of 5% per year before 3 expenses, which are not the Fund's actual returns. 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 Fund 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. ----------------------------------- ------------------- -------------------------- -------------------------- BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING BULL MOOSE GROWTH FUND VALUE VALUE PERIOD* ENDED JUNE 1, 2004 NOVEMBER 30, 2004 NOVEMBER 30, 2004 ----------------------------------- ------------------- -------------------------- -------------------------- Actual $1,000.00 $1,112.20 $5.68 (11.22% return after expenses) ----------------------------------- ------------------- -------------------------- -------------------------- Hypothetical $1,000.00 $1,019.62 $5.43 (5% return before expenses) ----------------------------------- ------------------- -------------------------- --------------------------
*Expenses are equal to the Fund's annualized expense ratio of 1.075%, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the number of days in the period). 4 BULL MOOSE GROWTH FUND SCHEDULE OF INVESTMENTS NOVEMBER 30, 2004 COMMON STOCKS - 92.63% SHARES VALUE -------------- ---------------- AGRICULTURAL CHEMICALS - 2.48% Potash Corp. of Saskatchewan, Inc. 1,000 $ 76,580 ---------------- AIR CONDITIONING & WARM AIR HEATING EQUIPMENT & COMMERCIAL & INDUSTRIAL REFRIGERATION EQUIPMENT - 1.89% American Standard Companies, Inc. (a) 1,500 58,410 ---------------- AIR COURIER SERVICES - 1.08% Fedex Corp. 350 33,261 ---------------- BITUMINOUS COAL & LIGNITE SURFACE MINING - 2.55% Peabody Energy Corp. 950 78,850 ---------------- BROADWOVEN FABRIC MILLS, MAN MADE FIBER & SILK - 3.09% Hallwood Group, Inc. (a) 1,000 95,540 ---------------- CABLE & OTHER PAY TELEVISION SERVICES - 1.09% Liberty Media International Corp. - Class A (a) 779 33,544 ---------------- CALCULATING & ACCOUNTING MACHINES - 1.93% NCR Corp. (a) 1,000 59,730 ---------------- CHEMICAL & ALLIED PRODUCTS - 2.98% Monsanto Co. 2,000 92,040 ---------------- COMMERCIAL PRINTING - 2.13% Donnelley, R.R. & Sons 1,900 65,930 ---------------- COMPUTER PERIPHERAL EQUIPMENT - 1.94% Symbol Technolgies, Inc. 3,950 59,882 ---------------- CRUDE PETROLEUM & NATURAL GAS - 5.36% EOG Resources, Inc. 800 60,056 Talisman Energy, Inc. 3,750 105,675 ---------------- 165,731 ---------------- DRAWING & INSULATING OF NONFERROUS WIRE - 1.04% Corning, Inc. (a) 2,550 32,079 ---------------- ELECTRONIC COMPUTERS - 2.60% Apple Computer, Inc. (a) 1,200 80,460 ---------------- ELECTRONIC & OTHER ELECTRICAL EQUIPMENT - 1.89% General Electric Co. 1,650 58,344 ---------------- ELECTRONIC & OTHER SERVICES COMBINED - 0.94% Exelon Corp. 700 29,197 ---------------- FOOD & KINDRED PRODUCTS - 3.72% Altria Group, Inc. 2,000 114,980 ---------------- GAS & OTHER SERVICES COMBINED - 3.05% Sempra Energy 2,550 94,299 ---------------- HEAVY CONSTRUCTION OTHER THAN BUILDING CONSTRUCTION CONTRACTORS - 1.09% Fluor Corp. 650 33,735 ----------------
See accompanying notes which are an integral part of the financial statements. 5 BULL MOOSE GROWTH FUND SCHEDULE OF INVESTMENTS - CONTINUED NOVEMBER 30, 2004 COMMON STOCKS - 92.63% - CONTINUED SHARES VALUE -------------- ---------------- HOSPITAL & MEDICAL SERVICE PLANS - 2.68% UnitedHealth Group, Inc. 1,000 $ 82,850 ---------------- INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIPMENT - 2.84% Flanders Corp. (a) 8,800 87,824 ---------------- INDUSTRIAL INORGANIC CHEMICALS - 1.29% Minerals Technologies, Inc. 600 39,810 ---------------- MINING & QUARRYING OF NONMETALLIC MINERALS - 1.35% Compass Minerals International, Inc. 1,850 41,810 ---------------- MISCELLANEOUS CHEMICAL PRODUCTS - 2.37% Cabot Corp. 1,950 73,417 ---------------- MISCELLANEOUS PRODUCTS OF PETROLEUM & COAL - 0.88% Headwaters, Inc. (a) 850 27,226 ---------------- MISCELLANEOUS TRANSPORTATION EQUIPMENT - 1.28% Polaris Industries, Inc. 600 39,540 ---------------- MOTOR HOMES - 0.92% Thor Industries, Inc. 850 28,390 ---------------- NATIONAL COMMERCIAL BANKS - 3.85% MBNA Corp. 2,050 54,448 Wachovia Corp. 1,250 64,687 ---------------- 119,135 ---------------- OIL & GAS FIELD SERVICES - 1.80% Schlumberger Ltd. 850 55,785 ---------------- PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS - 0.61% Avon Products, Inc. 500 18,770 ---------------- PETROLEUM REFINING - 1.69% Suncor Energy, Inc. 1,500 52,155 ---------------- PHARMACEUTICAL PREPARATIONS - 2.72% Allergan, Inc. 400 29,400 Hollis-Eden Pharmaceuticals (a) 3,100 31,434 Schering Plough Corp. 1,300 23,205 ---------------- 84,039 ---------------- PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 1.76% Eastman Kodak Co. 1,665 54,462 ---------------- PRIMARY SMELTING & REFINING OF NONFERROUS METALS - 2.25% Inco Ltd. (a) 1,850 69,708 ---------------- RADIOTELEPHONE COMMUNICATIONS - 0.71% Vodafone Group Plc. (b) 800 21,816 ---------------- RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT - 1.73% Qualcomm, Inc. 500 20,810 Scientific-Atlanta, Inc. 1,100 32,582 ---------------- 53,392 ----------------
See accompanying notes which are an integral part of the financial statements. 6 BULL MOOSE GROWTH FUND SCHEDULE OF INVESTMENTS - CONTINUED NOVEMBER 30, 2004 COMMON STOCKS - 92.63% - CONTINUED SHARES VALUE -------------- ---------------- RAILROADS - 2.20% Kansas City Southern (a) 4,000 $ 68,040 ---------------- RETAIL - EATING PLACES - 1.98% Yum Brands, Inc. 1,350 61,290 ---------------- RETAIL - HOBBY, TOY & GAME SHOPS - 1.25% Toys "R" Us, Inc. (a) 2,000 38,680 ---------------- RETAIL - RETAIL STORES - 2.00% PETsMART, Inc. 1,800 61,686 ---------------- SEMICONDUCTORS & RELATED DEVICES - 1.28% Microchip Technology, Inc. 1,400 39,452 ---------------- SERVICES - MANAGEMENT SERVICES - 1.75% Servicemaster Co. 4,100 53,997 ---------------- SERVICES - MISCELLANEOUS AMUSEMENT & RECREATION - 2.13% Penn National Gaming, Inc. (a) 1,250 65,962 ---------------- SOAP, DETERGENTS, CLEANING PREPARATIONS, PERFUMES, COSMETICS - 1.73% Procter & Gamble Co. 1,000 53,480 ---------------- STATE COMMERCIAL BANK - 1.68% North Fork Bancorporation, Inc. 1,800 51,840 ---------------- SURGICAL & MEDICAL INSTRUMENTS & APPARATUS - 1.91% Boston Scientific Corp. (a) 1,700 59,177 ---------------- TELEPHONE & TELEGRAPH APPARATUS - 1.89% Comverse Technology, Inc. (a) 2,750 58,493 ---------------- WOMENS', MISSES', CHILDREN'S & INFANTS' UNDERGARMENTS - 1.25% Warnaco Group, Inc. (a) 1,950 38,747 ---------------- TOTAL COMMON STOCKS (COST $2,332,665) 2,863,565 ---------------- CANADIAN WARRANTS - 0.69% Inco Ltd., Expires 08/21/2006 (a) 1,500 21,420 ---------------- TOTAL WARRANTS (COST $20,865) 21,420 ---------------- PRINCIPAL AMOUNT -------------- CONVERTIBLE CORPORATE BONDS - 0.77% Corning, Inc., 0.00%, 11/08/2015 (a) $ 30,000 23,850 ---------------- TOTAL CONVERTIBLE CORPORATE BONDS (Cost $20,394) 23,850 ---------------- U.S. TREASURY & AGENCY OBLIGATIONS - 0.43% U.S. Treasury Inflationary Index Note, 3.00%, 07/15/2012 5,275 5,865 U.S. Treasury STRIP Note, 0.00%, 11/15/2027 (a) 25,000 7,424 ---------------- TOTAL U.S. TREASURY & AGENCY OBLIGATIONS (COST $13,146) 13,289 ----------------
See accompanying notes which are an integral part of the financial statements. 7 BULL MOOSE GROWTH FUND SCHEDULE OF INVESTMENTS - CONTINUED NOVEMBER 30, 2004 SHARES VALUE -------------- ---------------- CONVERTIBLE PREFERRED STOCKS - 0.81% Schering Plough, 6.00%, 09/14/07 500 $ 25,000 ---------------- TOTAL CONVERTIBLE PREFERRED STOCKS (COST $25,900) 25,000 ---------------- MONEY MARKET SECURITIES - 4.66% Huntington Money Market Fund, 0.88% (c) 143,855 143,855 ---------------- TOTAL MONEY MARKET SECURITIES (COST $143,855) 143,855 ---------------- TOTAL INVESTMENTS (COST $2,556,825) - 99.99% 3,090,979 ---------------- OTHER ASSETS IN EXCESS OF LIABILITIES - 0.01% 441 ---------------- TOTAL NET ASSETS - 100.00% $ 3,091,420 ================
(a) Non-income producing. (b) American Depositary Receipts. (c) Variable rate security; the coupon rate shown represents the rate at November 30, 2004. See accompanying notes which are an integral part of the financial statements. 8 BULL MOOSE GROWTH FUND STATEMENT OF ASSETS AND LIABILITIES NOVEMBER 30, 2004 ASSETS Investments in securities, at value (cost $2,556,825) $ 3,090,979 Dividends receivable 3,564 Interest receivable 151 ---------------- TOTAL ASSETS 3,094,694 ---------------- LIABILITIES Payable to adviser 2,769 Trustee fees accrued 505 ---------------- TOTAL LIABILITIES 3,274 ---------------- NET ASSETS $ 3,091,420 ================ NET ASSETS CONSIST OF: Paid in capital 2,364,011 Accumulated undistributed net realized gain from investment transactions 193,255 Net unrealized appreciation on investments 534,154 ---------------- NET ASSETS $ 3,091,420 ================ Shares outstanding (unlimited number of shares authorized) 218,086 ---------------- Net Asset Value, offering and redemption price per share $ 14.18 ================
See accompanying notes which are an integral part of the financial statements. 9 BULL MOOSE GROWTH FUND STATEMENT OF OPERATIONS FISCAL YEAR ENDED NOVEMBER 30, 2004 INVESTMENT INCOME Dividend income $ 24,841 Interest income 2,156 --------------- TOTAL INCOME 26,997 --------------- EXPENSES Investment adviser fee 27,064 Trustee expenses 2,032 --------------- TOTAL EXPENSES 29,096 --------------- NET INVESTMENT (LOSS) (2,099) --------------- REALIZED & UNREALIZED GAIN FROM INVESTMENTS Net realized gain on investment securities 232,297 Change in unrealized appreciation (depreciation) on investment securities 119,308 --------------- Net realized and unrealized gain on investment securities 351,605 --------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 349,506 ===============
See accompanying notes which are an integral part of the financial statements. 10 BULL MOOSE GROWTH FUND STATEMENTS OF CHANGES IN NET ASSETS YEAR ENDED YEAR ENDED NOVEMBER 30, 2004 NOVEMBER 30, 2003 ------------------------ ---------------------------- OPERATIONS Net investment (loss) $ (2,099) $ (834) Net realized gain on investment securities 232,297 65,659 Change in unrealized appreciation (depreciation) 119,308 399,947 ------------------------ ---------------------------- Net increase in net assets resulting from operations 349,506 464,772 ------------------------ ---------------------------- DISTRIBUTIONS From net realized gain (69,055) - ------------------------ ---------------------------- Total distributions (69,055) - ------------------------ ---------------------------- CAPITAL SHARE TRANSACTIONS Proceeds from shares sold 1,187,033 1,200,087 Reinvestment of distributions 69,055 - Amount paid for shares repurchased (789,813) (116,760) ------------------------ ---------------------------- Net increase in net assets resulting from share transactions 466,275 1,083,327 ------------------------ ---------------------------- TOTAL INCREASE IN NET ASSETS 746,726 1,548,099 ------------------------ ---------------------------- NET ASSETS Beginning of period 2,344,694 796,595 ------------------------ ---------------------------- End of period $ 3,091,420 $ 2,344,694 ======================== ============================ Accumulated undistributed net investment income included in net assets at end of period $ - $ - ------------------------ ---------------------------- CAPITAL SHARE TRANSACTIONS Shares sold 91,325 111,323 Shares issued in reinvestment of distributions 5,209 - Shares repurchased (60,401) (10,333) ------------------------ ---------------------------- Net increase from capital share transactions 36,133 100,990 ======================== ============================
See accompanying notes which are an integral part of the financial statements. 11 BULL MOOSE GROWTH FUND FINANCIAL HIGHLIGHTS The tables below set forth financial data for a share outstanding throughout each period presented. FOR THE YEAR ENDED YEAR ENDED PERIOD ENDED NOVEMBER 30, 2004 NOVEMBER 30, 2003 NOVEMBER 30, 2002 (a) ----------------- ------------------ ------------------ SELECTED PER SHARE DATA Net asset value, beginning of period $ 12.89 $ 9.84 $ 10.00 ----------------- ------------------ ------------------ Income from investment operations Net investment (loss) (0.01) (0.01) (0.04) Net realized and unrealized gain (loss) 1.62 3.06 (0.12) ----------------- ------------------ ------------------ Total from investment operations 1.61 3.05 (0.16) ----------------- ------------------ ------------------ LESS DISTRIBUTIONS TO SHAREHOLDERS: From net realized gain (0.32) - - ----------------- ------------------ ------------------ Total distributions (0.32) - - ----------------- ------------------ ------------------ Net asset value, end of period $ 14.18 $ 12.89 $ 9.84 ================= ================== ================== TOTAL RETURN (b) 12.70% 31.00% -1.60% (c) RATIOS AND SUPPLEMENTAL DATA Net assets, end of period (000) $ 3,091 $ 2,345 $ 797 Ratio of expenses to average net assets 1.07% 1.15% 1.43% (d) Ratio of net investment income to average net assets (0.08)% (0.06)% (0.38)(d) Portfolio turnover rate 82.28% 54.18% 52.75%
(a) For the period December 21, 2001 (Commencement of Operations) through November 30, 2002. (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) For periods of less than a full year, total return is not annualized. (d) Annualized. See accompanying notes which are an integral part of the financial statements. 12 BULL MOOSE GROWTH FUND NOTES TO THE FINANCIAL STATEMENTS NOVEMBER 30, 2004 NOTE 1. ORGANIZATION The Bull Moose Growth Fund (the "Fund") was organized as a diversified series of AmeriPrime Advisors Trust (the "Trust") on June 28, 2001. The Trust is an open-end investment company established under the laws of Ohio by an Agreement and Declaration of Trust dated August 3, 1999 (the "Trust Agreement"). The Trust Agreement permits the Trustees to issue an unlimited number of shares of beneficial interest of separate series without par value. The Fund is one of a series of funds currently authorized by the Trustees. The Fund's investment objective is long term capital appreciation. The investment adviser to the Fund is The Roosevelt Investment Group (the "Adviser"). NOTE 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. Securities Valuations - 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. 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 in conformity with guidelines adopted by and subject to review of the Board of Trustees of the Trust. 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. The Fund intends to continue to qualify each year as a "regulated investment company" under subchapter M of the Internal Revenue Code of 1986, as amended, by distributing substantially all of its net investment income and net realized capital gains. If the required amount of net investment income is not distributed, the Fund could incur a tax expense. Security Transactions and Related Income- The Fund follows industry practice and records security transactions on the trade date. The specific identification method is used for determining gains or losses for financial statements and income tax purposes. Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis. Discounts and premiums on securities purchased are amortized over the life of the respective securities. 13 BULL MOOSE GROWTH FUND NOTES TO THE FINANCIAL STATEMENTS NOVEMBER 30, 2004 - CONTINUED NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED Dividends and Distributions- The Fund intends to distribute substantially all of its net investment income, if any, as dividends to its shareholders on at least an annual basis. Distributions to shareholders are recorded on the ex-dividend date. The Fund intends to distribute its net realized long term capital gains and its net realized short term capital gains, if any, at least once a year. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their ultimate treatment for federal income tax purposes. These differences are caused 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 Fund. Net investment loss of $2,099 was reclassified to accumulated undistributed net realized short term gains on November 30, 2004. NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Under the terms of the management agreement (the "Agreement"), the Adviser manages the Fund's investments subject to approval of the Board of Trustees and pays all of the expenses of the Fund except brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expense on securities sold short), fees and expenses of the non-interested person trustees and extraordinary expenses. As compensation for its management services, the Fund is obligated to pay the Adviser a fee computed and accrued daily and paid monthly at an annual rate of 1.00% of the average daily net assets of the Fund. For the fiscal year ended November 30, 2004, the Adviser earned a fee of $27,064 from the Fund. As of November 30, 2004, the Fund owed the Adviser $2,769 for its services. The Trust retains Unified Fund Services, Inc. ("Unified"), a wholly owned subsidiary of Unified Financial Services, Inc., to manage the Fund's business affairs and to provide the Fund with administrative, transfer agency, and fund accounting services, including all regulatory reporting and necessary office equipment and personnel. The Adviser paid all administrative, transfer agency, and fund accounting fees on behalf of the Funds per the Agreement. A Trustee and the officers of the Trust are members of management and/or employees of Unified and/or officers or shareholders of Unified Financial Services, Inc. ("UFS") (the parent of Unified). Unified Financial Securities, Inc. (the "Distributor") acts as the principal distributor of the Fund's shares. The Fund has adopted a plan, pursuant to Rule 12b-1 under the Investment Company Act of 1940 that permits the Fund to pay certain distribution and promotion expenses related to marketing shares of the Fund; however, the plan has not been activated. As a result, there were no 12b-1 payments made for the fiscal year ended November 30, 2004. A Trustee has an ownership interest in UFS (the parent company of the Distributor), and certain officers of the Trust are a director and/or officers of the Distributor and/or shareholders of UFS. As a result, those persons may be deemed to be affiliates of the Distributor. 14 BULL MOOSE GROWTH FUND NOTES TO THE FINANCIAL STATEMENTS NOVEMBER 30, 2004 - CONTINUED NOTE 4. INVESTMENTS For the fiscal year ended November 30, 2004, purchases and sales of investment securities, other than short-term investments and short-term U.S. government obligations were as follows: PURCHASES U.S. Government Obligations $ - Other 2,515,647 SALES U.S. Government Obligations $ - Other 2,050,010 As of November 30, 2004, the net unrealized appreciation of investments for tax purposes was as follows: Gross appreciation $ 552,920 Gross depreciation (18,766) ------------------- Net appreciation on investments $ 534,154 =================== At November 30, 2004, the aggregate cost of securities for federal income tax purposes was $2,556,825. NOTE 5. ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. DISTRIBUTIONS TO SHAREHOLDERS On December 29, 2004, a distribution of $1.04 per share was declared. The dividend was paid on December 29, 2004 to shareholders of record on December 28, 2004. The tax character of distributions paid during the fiscal years ended November 30, 2004 and 2003 is as follows: 2004 2003 ------------- ------------ Long-term Capital Gain $ 4,464 $ - Short-term Capital Gain 64,591 - ------------- ------------ Total distributions paid $ 69,055 $ - ============= ============ 15 BULL MOOSE GROWTH FUND NOTES TO THE FINANCIAL STATEMENTS NOVEMBER 30, 2004 - CONTINUED NOTE 6. DISTRIBUTIONS TO SHAREHOLDERS - CONTINUED As of November 30, 2004, the components of distributable earnings on a tax basis were as follows: Undistributed long-term capital gain/(accumulated losses) $ 193,255 Unrealized appreciation/(depreciation) 534,154 --------------- $ 727,409 =============== NOTE 7. CHANGE OF AUDITORS On March 3, 2004, McCurdy & Associates CPA's, Inc. ("McCurdy") notified the Fund of its intention to resign as the Fund's independent auditors upon selection of replacement auditors. On March 14, 2004, the Board and the Fund's Audit Committee selected Cohen McCurdy, Ltd. ("Cohen") to replace McCurdy as the Fund's auditors for the fiscal year ending November 30, 2004 to be effective upon the resignation of McCurdy. On March 14, 2004, upon receipt of notice that Cohen was selected as the Fund's auditor, McCurdy, whose audit practice was acquired by Cohen, resigned as independent auditors to the Fund. McCurdy's report dated December 11, 2003 on the Fund's financial statements for the fiscal year ended November 30, 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 period December 11, 2003 through the date of engagement of Cohen, 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 McCurdy to make reference to the subject matter of the disagreements in connection with its reports on the Fund's financial statements for such periods. Neither the Fund 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 Fund's 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). 16 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ------------------------------------------------------- To The Shareholders and Board of Trustees Bull Moose Growth Fund We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Bull Moose Growth Fund as of November 30, 2004, and the related statements of operations and changes in net assets and the financial highlights for the fiscal year then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. The statement of changes in net assets for the year ended November 30, 2003 and the financial highlights for the periods indicated prior to November 30, 2004 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 and highlights. 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 securities and cash held as of November 30, 2004 by correspondence with the Fund's custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit 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 Bull Moose Growth Fund as of November 30, 2004, and the results of operations, changes in 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 January 13, 2005 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 of The Rose, Inc., a registered investment advisor, since April 1993; Trustee of AmeriPrime Chairman, December 2004 to present Funds and Unified Series Trust since December 2002; Trustee of Trustee, November 2002 to present CCMI Funds since June 2003. - ----------------------------------------------------- ---------------------------------------------------------------- Daniel J. Condon (1950) President of International Crankshaft Inc., an automotive equipment manufacturing company, since 2004, Vice President Trustee, November 2002 to present and General Manager from 1990 to 2003; Trustee of The Unified Funds from 1994 to 2002; Trustee of Firstar Select Funds, a REIT mutual fund, from 1997 to 2000; Trustee of AmeriPrime Funds 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 - ---------------------------------------------------- ----------------------------------------------------------------- Ronald C. Tritschler (1952)*** Chief Executive Officer, Director and Legal Counsel of The Webb Companies, a national real estate company, since 2001, Trustee, November 2002 to present Executive Vice President and Director from 1990 to 2000; Director of First State Financial since 1998; Director, Vice President and Legal Counsel of The Traxx Companies, an owner and operator of convenience stores, since 1989; Trustee of AmeriPrime Funds 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., the Trust's administrator, since June 2004, Senior Vice President President, July 2004 to present from April 2003 to June 2004; Senior Vice President and Chief Information Officer of Unified Financial Services, Inc., the parent company of the Trust's administrator and distributor, from 1997 to November 2004; President of AmeriPrime Funds, CCMI Funds, and Unified Series Trust since July 2004. - ---------------------------------------------------- ----------------------------------------------------------------- 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, since 1989, Director from 1989 2002 to present to March 2002; Director of Unified Financial Securities, Inc., the Trust's distributor, since December 2004, Chief Financial Officer and Executive Vice President since June 1990; Executive Vice President, Treasurer, and Chief Financial Officer of Unified Fund Services, Inc., the Trust's administrator, since 1990, Director since 2004; Treasurer and Chief Financial Officer of AmeriPrime Funds since October 2002 and Unified Series Trust since December 2002; Treasurer and Chief Financial Officer of CCMI Funds since June 2003; Treasurer of The Unified Funds from 1994 to 2002 and Firstar Select Funds from 1997 to 2000. - ---------------------------------------------------- ----------------------------------------------------------------- Freddie Jacobs, Jr., CPA (1970) Vice President of Unified Fund Services, Inc., the Trust's administrator, since December 2003; Assistant Vice President of Secretary, September 2004 to present U.S. Bancorp Fund Services LLC from 2000 to December 2003, Trust Officer from 1998 to 2000; Secretary of AmeriPrime Funds, CCMI Funds and Unified Series Trust since September 2004; Principal Accounting Officer of Lindbergh Funds since February 2004. - ---------------------------------------------------- ----------------------------------------------------------------- Lynn E. Wood (1946) Chief Compliance Officer of AmeriPrime Funds, Unified Series Trust, and CCMI Funds since October 2004; Chief Compliance Chief Compliance Officer, October 2004 to present Officer of Unified Financial Securities, Inc., the Trust's distributor, since December 2004 and from 1997 to 2000, Chairman from 1997 to December 2004, President from 1997 to 2000; Director of Compliance of Unified Fund Services, Inc., the Trust's administrator, from October 2003 to September 2004; Chief Compliance Officer of Unified Financial Services, Inc., the parent company of the Trust's administrator and distributor, from 2000 to 2004. - ---------------------------------------------------- -----------------------------------------------------------------
* The address for each of the trustees and officers is 431 N. Pennsylvania St., Indianapolis, IN 46204. ** Fund Complex refers to AmeriPrime Advisors Trust, AmeriPrime Funds and Unified Series Trust. The Fund Complex consists of 27 series. *** 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. The Fund's Statement of Additional Information ("SAI") includes additional information about the trustees and is available, without charge, upon request. You may call toll-free (877) 322-0576 to request a copy of the SAI or to make shareholder inquiries. PROXY VOTING A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted those proxies during the twelve month period ended June 30, 2004 are available without charge upon request by calling the Fund at (877) 322-0576 and in documents filed with the SEC on the SEC's website at www.sec.gov. TRUSTEES 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 Freddie Jacobs, Jr., Secretary Lynn Wood, Chief Compliance Officer INVESTMENT ADVISOR The Roosevelt Investment Group 317 Madison Avenue, Suite 1004 New York, NY 10017 DISTRIBUTOR Unified Financial Securities, Inc. 431 N. Pennsylvania Street 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 $ 9,747 FY 2004 $ 9,792 (b) AUDIT-RELATED FEES ------------------ Registrant ---------- FY 2003 $ 0 FY 2004 $ 0 Nature of the fees: (c) TAX FEES -------- Registrant ---------- FY 2003 $ 650 FY 2004 $ 675 Nature of the fees: preparation of 1120-RIC (d) ALL OTHER FEES -------------- Registrant ---------- FY 2003 $ 0 FY 2004 $ 0 Nature of the fees: (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 $ 0 FY 2004 $ 0 (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 December 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 1/28/05 --------------------------------------------------------------------------- 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 1/28/05 --------------------------------------------------------------------------- By * /s/ Thomas G. Napurano ------------------------------------------------------------------------------ Thomas G. Napurano, Chief Financial Officer and Treasurer Date 1/26/05 --------------------------------------------------------------------------- EX-32 2 ex99906cert.txt AMERIPRIME ADVISORS TRUST EX-99.906CERT CERTIFICATION Anthony J. Ghoston, President, and Thomas G. Napurano, Chief Financial Officer and Treasurer 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 November 30, 2004 (the "Form N-CSR") fully complies with the requirements of Sections 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. President Chief Financial Officer and Treasurer AmeriPrime Advisors Trust AmeriPrime Advisors Trust /s/ Anthony J. Ghoston /s/ Thomas G. Napurano - ---------------------------------- ------------------------------------- Anthony J. Ghoston Thomas G. Napurano Date: 1/28/05 Date: 1/26/05 ------------------------------- ------------------------------ A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to AmeriPrime Advisors Trust and will be retained by AmeriPrime Advisors Trust and furnished to the Securities and Exchange Commission (the "Commission") or its staff upon request. This certification is being furnished to the Commission solely pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Form N-CSR filed with the Commission. EX-31 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter 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: 1/28/05 /s/ Anthony J. Ghoston ------------------------------- -------------------------------------- Anthony J. 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter 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: 1/27/05 /s/ Thomas G. Napurano ------------------------------- ---------------------------------------- Thomas G. Napurano, Chief Financial Officer and Treasurer EX-99 4 ex99codeethics.txt CODE OF ETHICS 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 Lynn E Wood 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-----