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    811-10201           

The Appleton Funds

(Exact name of registrant as specified in charter)

45 Milk Street, Boston, Massachusetts02109

(Address of principal executive offices)       (Zip code)

James I. Ladge, 45 Milk Street, Boston, Massachusetts02109

(Name and address of agent for service)

Registrant's telephone number, including area code:  (513) 878-4066

Date of fiscal year end: 12/31                      

Date of reporting period: 12/31/09

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, DC20549-0609.  The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1.  Reports to Stockholders.

Annual Report for Appleton Equity Growth Fund

APPLETON EQUITY GROWTH FUND
Annual Report
December 31, 2009
Investment Adviser	Administrator
Appleton Partners, Inc.	JPMorgan
45 Milk Street, Eighth Floor	303 Broadway
Boston, MA 02109	Suite 900
	Cincinnati, OH  45202
	1-877-712-7753

Dear Shareholder,

Equity markets turned in a good second half of the year with all of the major market sectors showing positive returns. Stocks continued to surge off of the March 9th trough and finished the year up 65% from the low. Including fees, the Appleton Equity Growth Fund returned 17.6% for the second half of 2009, versus the S&P 500 return of 22.6% and for the full year returned 23.6% versus the S&P 500 return of 26.5%.

The relative performance can be attributed to the sector allocations as well as the particular stock selection. The Fund benefited from an overweight allocation in both the Materials and Information Technology sectors as they were the two top performing sectors of the S&P 500 for the year. Relative to the benchmark, the Healthcare and Industrial sectors were the Fund’s best performers. Also aiding relative performance for the year was the underweight in the Financial sector versus the index. The two sectors that detracted most from relative performance were the Consumer Discretionary and Consumer Staples sectors. Believing that the consumer was under great stress, the Fund was underweight the Consumer Discretionary sector for much of the year. The sector rallied off of first half lows to finish among the top performing sectors in the index. Also, holding a more conservative stance with a higher cash allocation in the first quarter led us to lag slightly once the market began to rebound in March, however we actively deployed cash as the recovery took hold. Our top contributors for the year were Apple, Amphenol, Amazon.com, & Cerner. Below we offer a recap of the second half, as well as our outlook going forward.

Economic reports generally did not counter the consensus view that the recession had ended in the third quarter. Yet, there was little confirmation that the economy was developing much more than very modest upward momentum, driven primarily by the shift from inventory liquidation to inventory accumulation. Indicators showing lower rates of decline on a year over year basis, while few, are showing the kind of positive year over year changes that provide enthusiasm about the strength of the economic outlook.

Among the most positive omens for future economic growth is that the yield spread between the ten year US Treasury bond and the two year bond reached record wide levels for the thirty three years for which we have data for this relationship. Following such a substantial increase in spread it is normal for the economy to show accelerating growth.

Productivity remains strong and corporate profitability is recovering. Employment, however, remains weak with some modest increase being shown in weekly hours for current workers and more temporary hires, not new, permanent jobs.

New residential construction is showing some lift but from extremely low levels with most housing related indicators showing at best some stabilization. For the most part house price trends are still and are likely to remain sufficiently weak that the consumer will still feel the pressures to control spending, increase savings, and pay down debt. The good news out of the now four year old housing recession is that housing is becoming more affordable for new entrants to home ownership, although there is evidence that down payment requirements and monthly payment coverage requirements have increased offsetting at least some of the benefits of the sharp decline in home prices in recent years.

Shifting to the always important topic of consumer price inflation, expectations for the CPI as measured by the difference between the conventional 10 year Treasury Bond and the 10 year Treasury Inflation Protected Securities did rise from 1.8% to 2.4% during the quarter due entirely to an increase in the 10 year Treasury rate from 3.31% to 3.85%. However a number of indicators would portend that the consumer price inflation statistics should remain contained within the parameters deemed appropriate by Federal Reserve policy makers. Among these are the low capacity utilization rates as well as a number of labor market statistics. The latter include both the absolute level of unemployment as well as the historically large percentage of our labor force that has been unemployed for six months or longer.

While the economic picture has provided some signs of improvement, the early theme of the stock market recovery was largely that “the worst is behind us,” rather than any true signal of strength. However as we turn the page into 2010, the focus turns to finding more enduring signs of economic improvement, and identifying those stocks that will best capitalize on the gradual resumption of growth. To this end, we are focusing more on companies with strong earnings potential, and less on companies that just offer recovery potential. We expect to remain heavily allocated in the Technology sector, but while we favored these stocks earlier for their strong balance sheets and recurring revenue, we now look to the sector as the best positioned to grow sales and margins. We also plan to remain overweight the Materials sector as our investments here represent the raw inputs to feed global resumption of growth. Finally, we expect to underweight the Financial and Consumer sectors as much of their appeal was linked to the rebound, and less to sustainable growth. While there are a number of economic uncertainties still at hand at the start of 2010, there are prospects for continued improvement and more modest growth in the stock market.

Sincerely,

James I. Ladge,

CFA President

Tabular Presentation of Portfolio
As of December 31, 2009
Sector	(% of Net Assets)
Consumer, Cyclical		7.2	%
Consumer, Non-Cyclical		8.4	%
Energy		9.0	%
Financials		11.9	%
Healthcare		7.9	%
Industrial		8.7	%
Materials		14.2	%
Technology		23.6	%
Telecommunications Services		4.4	%
Money Market Mutual Funds		5.3	%
Liabilities in Excess of Other Assets		(0.6	%)
		100	%

APPLETON EQUITY GROWTH FUND

PORTFOLIO OF INVESTMENTS

December 31, 2009

			Market
Shares			Value
	COMMON STOCKS - 95.3%
	CONSUMER, CYCLICAL - 7.2%
2,450	Amazon.com, Inc.*	$	329,574
4,500	Dollar Tree, Inc.*		217,350
3,175	McDonald's Corp.		198,247
			745,171
	CONSUMER, NON-CYCLICAL - 8.4%
1,550	Church & Dwight Co., Inc.		93,698
3,750	Colgate-Palmolive Co.		308,062
4,850	Kellogg Co.		258,020
3,285	PepsiCo, Inc.		199,728
			859,508
	ENERGY - 9.0%
2,250	Apache Corp.		232,133
3,450	Exxon Mobil Corp.		235,255
3,500	Schlumberger Ltd.		227,815
2,750	Transocean Ltd.*		227,700
			922,903
	FINANCIALS - 11.9%
5,500	Aflac, Inc.		254,375
5,250	JPMorgan Chase & Co.		218,768
5,500	T. Rowe Price Group, Inc.		292,875
1,400	The Goldman Sachs Group, Inc.		236,376
8,200	Wells Fargo & Co.		221,318
			1,223,712
	HEALTHCARE - 7.9%
3,925	Cerner Corp.*		323,577
3,050	Express Scripts, Inc.*		263,673
4,000	Teva Pharmaceutical Industries, Ltd.- ADR		224,720
			811,970
	INDUSTRIAL - 8.7%
3,250	3M Co.		268,677
6,000	Caterpillar, Inc.		341,940
2,600	Precision Castparts Corp.		286,910
			897,527
	MATERIALS - 14.2%
3,000	BHP Billiton, Ltd. - ADR		229,740
4,200	Ecolab, Inc.		187,278
5,100	Newmont Mining Corp.		241,281
2,950	Nucor Corp.		137,617
2,325	Praxair, Inc.		186,721
6,000	Sociedad Quimica y Minera de Chile SA - ADR		225,420
6,500	The Scotts Miracle-Gro Co. - Class A		255,515
			1,463,572
	TECHNOLOGY - 23.6%
7,150	Amphenol Corp. - Class A		330,187
1,550	Apple, Inc.*		326,833
10,000	Cisco Systems, Inc.*		239,400
5,050	Dolby Laboratories, Inc. - Class A*		241,036
2,675	International Business Machines Corp.		350,158

APPLETON EQUITY GROWTH FUND
PORTFOLIO OF INVESTMENTS

December 31, 2009

			Market
Shares			Value
	COMMON STOCKS - 95.3% (Continued)
	TECHNOLOGY - 23.6% (Continued)
5,000	McAfee, Inc.*	$	202,850
6,000	Microsoft Corp.		182,940
11,100	Oracle Corp.		272,394
3,250	Visa, Inc. - Class A		284,245
			2,430,043
	TELECOMMUNICATION SERVICES - 4.4%
3,150	American Tower Corp. - Class A*		136,111
9,400	Verizon Communications, Inc.		311,422
			447,533
	TOTAL COMMON STOCKS	$	9,801,939
	Money Market Mutual Fund - 5.3%
542,981	Fidelity Money Market Fund		542,981
	TOTAL INVESTMENT SECURITIES - 100.6% (Cost $8,883,209)	$	10,344,920
	LIABILITIES IN EXCESS OF OTHER ASSETS — (0.6)%		(57,536	)
	NET ASSETS— 100.0%	$	10,287,384

* Non-income producing security

ADR—American Depositary Receipt.

See accompanying Notes to Financial Statements.

APPLETON EQUITY GROWTH FUND

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

1. Significant Accounting Policies

The Appleton Funds (the Trust) is registered under the Investment Company Act of 1940, as amended, (the 1940 Act), as a diversified, no-load, open-end management investment company.  The Trust was organized as an Ohio business trust on October 31, 2000. The Trust currently offers one series of shares to investors: the Appleton Equity Growth Fund (the Fund). The Trust was capitalized on December 29, 2000, when the initial shares of the Fund were purchased at $10 per share.  The Fund commenced operations on December 31, 2000.

The Fund seeks long-term growth of capital by investing primarily in common stocks.

The following is a summary of the Fund's significant accounting policies:

Securities valuation – The Fund's portfolio securities are valued as of the close of business of the regular session of the New York Stock Exchange (normally 4:00 p.m., Eastern time). Portfolio securities traded on stock exchanges are valued at their last sales price as of the close of the regular session of trading on the day the securities are being valued.  Securities quoted by NASDAQ are valued at the NASDAQ Official Closing Price. Securities for which market quotations are not readily available are valued at their fair value as determined in good faith in accordance with consistently applied procedures established by and under the general supervision of the Board of Trustees.  Money market instruments are valued at amortized cost, which approximates market value.

The Fund adopted “Fair Value Measurements.” Fair Value Measurements establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements.

Under Fair Value Measurements, various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

● Level 1 – quoted prices in active markets for identical securities

● Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

● Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. As of December 31, 2009, all of the Fund’s securities were categorized as Level 1 securities. See the Portfolio of Investments for industry classification.

Share valuation – The net asset value per share of the Fund is calculated daily by dividing the total value of the Fund's assets, less liabilities, by the number of shares outstanding, rounded to the nearest cent. The offering and redemption price per share are equal to the net asset value per share.

Investment income and distributions to shareholders – Interest income is accrued as earned. Dividend income is recorded on the ex-dividend date. Dividends arising from net investment income are declared and paid annually. Net realized short-term capital gains, if any, may be distributed throughout the year and net realized long-term capital gains, if any, are distributed at least once each year. Income dividends and capital gain distributions are determined in accordance with income tax regulations.  Differences between book and tax distributions are considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax basis treatment; temporary differences do not require reclassifications.

Security transactions – Security transactions are accounted for on trade date.  Securities sold are determined on a specific identification basis.

Estimates – The preparation of financial statements in conformity with GAAP 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 income and expenses during the reporting period. Actual results could differ from those estimates.

Federal income tax – It is the Fund's policy to continue to comply with the special provisions of the Internal Revenue Code applicable to regulated investment companies. As provided therein, in any fiscal year in which the Fund so qualifies and distributes at least 90% of its investment company taxable income, the Fund (but not the shareholders) will be relieved of federal income tax on the income distributed. Accordingly, no provision for income taxes has been made.

In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the Fund's intention to declare and pay as dividends in each calendar year at least 98% of its investment company taxable income (earned during the calendar year) and 98% of its realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts from prior years.

The tax character of distributions paid for the years ended December 31, 2009 and 2008 was as follows:

	2009		2008
From ordinary income	$	-	$	6,463

The following information is computed on a tax basis as of December 31, 2009:

Cost of portfolio investments	$	8,883,209
Gross unrealized appreciation on investments	$	1,682,847
Gross unrealized depreciation on investments		(221,136	)
Net unrealized appreciation on investments		1,461,711
Post-October losses		(146,349	)
Capital loss carryforwards		(3,224,764	)
Total accumulated deficit	$	(1,909,402	)

The capital loss carryforwards in the above table expire as follows:

Amount		December 31,
$	1,438,233	2010
	367,121	2011
	129,485	2016
	1,289,925	2017
$	3,224,764

These capital loss carryforwards may be utilized in future years to offset gains, if any, prior to distributing such gains to shareholders.

Certain reclassifications, the result of permanent differences between financial statement and income tax reporting requirements have been made to the components of capital. The reclassifications resulted from the difference in the tax treatment of net investment losses. These reclassifications have no impact on the net assets or net asset value per share of the Fund and are designed to present the Fund’s capital accounts on a tax basis. For the year ended December 31, 2009, the Fund reclassified $21,115 of net investment losses to paid-in capital on the Statement of Assets and Liabilities.

The Fund evaluates tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authorities.  Tax positions not deemed to meet the more-likely-than-not threshold are recorded as tax benefits or expenses in the current year.  Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2006 – December 31, 2009), and has concluded that no provision for federal income tax is required in the Fund’s financial statements.

2. Investment Transactions

For the year ended December 31, 2009, the cost of purchases and proceeds from sales of portfolio securities, other than short-term investments, amounted to $5,392,210 and $4,947,525, respectively.

3. Transactions with Affiliates

Certain Trustees and Officers of the Trust are also Officers of Appleton Partners, Inc. (the Adviser) or JPMorgan Chase Bank, N.A. (JPMorgan) the administrative services agent, shareholder servicing and transfer agent, and accounting services agent for the Trust.

Investment Advisory Agreement

Pursuant to an Investment Advisory Agreement between the Trust and the Adviser, the Adviser manages the Fund’s investments.  For these services, the Fund pays the Adviser an advisory fee, which is computed and accrued daily and paid monthly, at an annual rate of 1.00% of its average daily net assets.

Pursuant to a written contract between the Adviser and the Fund, the Adviser has agreed to waive a portion of its advisory fees and/or assume certain expenses of the Fund, other than brokerage commissions, extraordinary items, interest and taxes, to the extent annual Fund operating expenses exceed 1.50% of the Fund’s average daily net assets.  The Adviser has agreed to maintain these expense limitations with regard to the Fund through December 31, 2010. For the year ended December 31, 2009, the Adviser waived $81,765 of advisory fees and reimbursed $31,187 of other operating expenses.

Administration, Accounting And Transfer Agency Agreement

Under the terms of an Administration, Accounting and Transfer Agency Agreement between the Trust and JPMorgan, JPMorgan supplies non-investment related statistical and research data, internal regulatory compliance services and executive and administrative services for the Fund. JPMorgan supervises the preparation of tax returns, reports to shareholders of the Fund, reports to and filings with the Securities and Exchange Commission and state securities commissions, and materials for meetings of the Board of Trustees.  For these administrative services, JPMorgan receives a monthly fee based on the Fund's average daily net assets, subject to a monthly minimum fee.

JPMorgan maintains the records of each shareholder's account, answers shareholders' inquiries concerning their accounts, processes purchases and redemptions of the Fund's shares, acts as dividend and distribution disbursing agent and performs other shareholder service functions. For these transfer agency and shareholder services, JPMorgan receives a monthly fee per shareholder account, subject to a monthly minimum fee. In addition, the Fund pays JPMorgan out-of-pocket expenses including, but not limited to, postage and supplies.

JPMorgan also calculates the daily net asset value per share and maintains the financial books and records of the Fund. For these accounting services, JPMorgan receives a monthly fee, based on average daily net assets, from the Fund. In addition, the Fund pays JPMorgan certain out-of-pocket expenses incurred by JPMorgan in obtaining valuations of the Fund's portfolio securities.

Distribution Plan

The Fund has adopted a plan of distribution (the Plan) pursuant to Rule 12b-1 under the 1940 Act. The Plan permits the Fund to pay for expenses incurred in the distribution and promotion of the Fund’s shares including but not limited to, the printing of prospectuses, statements of additional information and reports used for sales purposes, advertisements, expenses of preparation and printing of sales literature, promotion, marketing and sales expenses and other distribution-related expenses, including any distribution fees paid to securities dealers or other firms who have executed a distribution or service agreement with the Trust.

The Plan limits payment of distribution expenses in any fiscal year to a maximum of 0.25% of the Fund’s average daily net assets. For the year ended December 31, 2009, the Fund accrued and the Adviser subsequently reimbursed $21,422 of distribution expenses under the Plan.

Underwriting Agreement

Effective December 8, 2009, the Trust entered into an Underwriting Agreement on behalf of the Fund with Unified Financial Securities, Inc. (the Distributor). Pursuant to the Underwriting Agreement, the Distributor acts as principal underwriter and, as such, is the exclusive agent for distribution of shares of the Fund. The Distributor receives no compensation for its services. Prior to December 8, 2009, IFS Fund Distributors, Inc., was the distributor for the Fund.

Compliance Services Agreement

Under the terms of the Compliance Services Agreement between the Trust and JPMorgan, JPMorgan provides certain compliance services to the Trust, including developing and assisting in implementing a compliance program for JPMorgan on behalf of the Fund and providing administrative support services to the Fund’s Compliance Program and Chief Compliance Officer.

In addition, the Trust has contracted with JPMorgan to provide certain compliance services on behalf of the Trust.  Subject to the direction of the Trustees of the Trust, JPMorgan developed and assisted in implementing a compliance program for JPMorgan on behalf of the Fund and; provides administrative support services to the Fund’s Compliance Program and Chief Compliance Officer. For these services, JPMorgan receives a quarterly fee from the Trust.

4. Commitments and Contingencies

The Fund indemnifies the Trust’s Officers and Trustees for certain liabilities that might arise from the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

5. Subsequent Events

The Fund evaluated subsequent events from December 31, 2009, the date of these financial statements, through February 22, 2010, the date these financial statements were issued and available. There were no subsequent events to report that would have a material impact on the Fund’s financial statements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of the Appleton Funds:

We have audited the accompanying statement of assets and liabilities of the Appleton Equity Growth Fund (the Fund) of the Appleton Funds, including the portfolio of investments, as of December 31, 2009, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period 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.

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. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2009, by correspondence with the custodian. 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 the Appleton Equity Growth Fund at December 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Cincinnati, Ohio

February 22, 2010

APPLETON EQUITY GROWTH FUND

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2009

ASSETS
Investment securities:
At acquisition cost	$	8,883,209
At market value	$	10,344,920
Dividends receivable		4,135
Other assets		554
TOTAL ASSETS		10,349,609
LIABILITIES
Payable to Adviser		3,923
Payable to other affiliates		16,780
Payable to Trustees		6,500
Professional fees		24,986
Other accrued expenses		10,036
TOTAL LIABILITIES		62,225
NET ASSETS	$	10,287,384
NET ASSETS CONSIST OF
Paid-in capital	$	12,196,786
Accumulated net realized losses from security transactions		(3,371,113	)
Net unrealized appreciation on investments		1,461,711
NET ASSETS	$	10,287,384
Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)		1,507,915
Net asset value, offering price and redemption price per share	$	6.82

See accompanying Notes to Financial Statements.

APPLETON EQUITY GROWTH FUND

STATEMENT OF OPERATIONS

For Year Ended December 31, 2009

INVESTMENT INCOME
Dividends	$	107,561
EXPENSES
Investment advisory fees		85,688
Accounting services fees		30,000
Professional fees		24,986
Administration fees		24,000
Transfer agent fees		24,000
Distribution expenses		21,422
Trustees' fees and expenses		20,000
Compliance fees and expenses		15,000
Custodian fees		7,854
Reports to shareholders		6,340
Insurance expense		2,536
Registration fees		1,224
TOTAL EXPENSES		263,050
Fees waived and expenses reimbursed by Adviser		(134,374	)
NET EXPENSES		128,676
NET INVESTMENT LOSS		(21,115	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Net realized losses from security transactions		(1,056,767	)
Net change in unrealized appreciation/depreciation on investments		3,026,194
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS		1,969,427
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	1,948,312

See accompanying Notes to Financial Statements.

APPLETON EQUITY GROWTH FUND

STATEMENTS OF CHANGES IN NET ASSETS

	For the			For the
	Year Ended			Year Ended
	December 31,			December 31,
	2009			2008
FROM OPERATIONS
Net investment income (loss)	$	(21,115	)	$	6,463
Net realized losses from security transactions		(1,056,767	)		(420,641	)
Net change in unrealized appreciation/depreciation on investments		3,026,194			(4,379,691	)
Net increase (decrease) in net assets from operations		1,948,312			(4,793,869	)
DISTRIBUTIONS TO SHAREHOLDERS
From investment income		-			(6,463	)
FROM CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold		1,485,390			1,360,211
Reinvestment of distributions		-			2,385
Payments for shares redeemed		(796,958	)		(753,566	)
Net increase in net assets from capital share transactions		688,432			609,030
TOTAL INCREASE (DECREASE) IN NET ASSETS		2,636,744			(4,191,302	)
NET ASSETS
Beginning of year		7,650,640			11,841,942
End of year	$	10,287,384		$	7,650,640
CAPITAL SHARE ACTIVITY
Sold		257,463			171,711
Reinvested		-			432
Redeemed		(135,657	)		(106,606	)
Net increase in shares outstanding		121,806			65,537
Shares outstanding, beginning of year		1,386,109			1,320,572
Shares outstanding, end of year		1,507,915			1,386,109

See accompanying Notes to Financial Statements.

APPLETON EQUITY GROWTH FUND

FINANCIAL HIGHLIGHTS

Selected Per Share Data and Ratios for a Share Outstanding Throughout Each Year

	For the			For the			For the			For the			For the
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,
	2009			2008			2007			2006			2005
Net asset value at beginning of year	$	5.52		$	8.97		$	7.56		$	7.00		$	6.83
Income (loss) from investment operations:
Net investment income (loss)		(0.01	)		0.00	(a)		0.04			(0.00	)(a)		(0.01	)
Net realized and unrealized gains (losses) on investments		1.31			(3.45	)		1.41			0.56			0.18
Total from investment operations		1.30			(3.45	)		1.45			0.56			0.17
Less distributions:
Dividends from net investment income		-			(0.00	)(a)		(0.04	)		-			-
Net asset value at end of year	$	6.82		$	5.52		$	8.97		$	7.56		$	7.00
Total return		23.55	%		(38.41	%)		19.15	%		8.00	%		2.49	%
Net assets at end of year	$	10,287,384		$	7,650,640		$	11,841,942		$	8,423,337		$	6,863,687
Ratio of net expenses to average net assets		1.50	%		1.50	%		1.50	%		1.50	%		1.50	%
Ratio of net investment income (loss) to average net assets		(0.25	%)		0.06	%		0.50	%		(0.06	%)		(0.11	%)
Portfolio turnover rate		62	%		40	%		36	%		50	%		85	%

(a) Amount rounds to less than $0.01.

See accompanying Notes to Financial Statements.

APPLETON EQUITY GROWTH FUND

OTHER ITEMS

December 31, 2009(Unaudited)

PROXY VOTING POLICIES AND PROCEDURES

The Adviser is responsible for exercising the voting rights associated with the securities purchased and held by the Fund.  A description of thepolicies and procedures the Adviser uses in fulfilling this responsibility and information regarding how those proxies were voted during the twelvemonth period ended June 30 are available without charge, upon request, by calling 1-617-338-0700.  They are also available on the Securities andExchange Commission's website at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The Trust files a complete listing of portfolio holdings for the Fund as of the end of the first and third quarters of each fiscal year on Form N-Q.The complete listing (i) is available on the Commission’s website; (ii) may be reviewed and copied at the Commission's Public Reference Room inWashington, DC; and (iii) will be made available to shareholders upon request by calling 1-800-543-0407.  Information on the operation of the PublicReference Room may be obtained by calling 1-800-SEC-0330.

SCHEDULE OF SHAREHOLDER EXPENSES

As a shareholder of the Fund, you incur ongoing costs, including investment advisory fees; distribution (12b-1) fees; and other Fund expenses.  This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costswith 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 and held for the entire period (July 1, 2009 through December 31, 2009).

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 = 8.6), then multiply the result by the number in the first line under the heading entitled"Expenses Paid During the Six Months Ended December 31, 2009" 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'sactual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return.  The hypotheticalaccount values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.  You mayuse this information to compare the ongoing costs of investing in the Fund's and other funds.  To do so, compare this 5% hypothetical examplewith the 5% hypothetical examples that appear in the shareholder reports of the other funds.

	Net Expense Ratio Annualized December 31, 2009	Beginning Account Value July 1, 2009	Ending Account Value December 31, 2009	Expenses Paid During the Six Months Ended December 31, 2009 *
Actual	1.50%	$1,000.00	$  1,175.90	$  8.23
Hypothetical	1.50%	$1,000.00	$1,017.64	$7.63

*  Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by [number ofdays in most recent fiscal half-year/365] (to reflect the one-half year period).

APPLETON EQUITY GROWTH FUND

ADVISORY AGREEMENT APPROVAL (unaudited)

December 31, 2009

The Board of Trustees of the Fund, including a majority of the Trustees who are not interested persons of the Trust (the “Independent Trustees”), reviewed and approved the Trust’s Investment Advisory Agreement with the Adviser at a meeting held on December 8, 2009.

The Adviser made a presentation to the Board with information requested by the Independent Trustees.  Such information included (i) information confirming the financial condition of the Adviser and the Investment Adviser’s profitability derived from its relationship with the Fund; (ii) a description of the personnel and services provided by the Adviser; (iii) comparative information on fees and investment performance; and (iv) information regarding brokerage and portfolio transactions.  Comparative fee and performance information was provided through an independent third party.

The Board reviewed and discussed financial information provided by the Adviser.  The Board reviewed and considered the Adviser’s profitability derived from its relationship with the Fund and it was noted that the potential profitability was within ranges generally determined to be reasonable, given the services rendered and the Fund’s performance and services provided.  The Board determined that the Adviser is solvent and sufficiently well capitalized to perform the ongoing responsibilities to the Fund and to satisfy its obligations under the Act and the advisory agreement.

The Board reviewed the advisory fee and the effective investment advisory fee rate paid by the Fund and the appropriateness of such advisory fee.  The Board reviewed and considered any economies of scale which could be realized by the Fund and how the current advisory fee for the Fund reflects the economies of scale for the benefit of the shareholders of the Fund, noting that at this stage of the Fund in view of its relatively small size, no such economies of scale had been realized.

The Board also reviewed and considered the fees or other payments received by the Adviser.  Specifically, the Board reviewed and considered comparison of fees charged by investment advisers to fund peers of the Fund, noting that the Adviser’s fees were generally in line with fund peers.  The Board also considered and reviewed information regarding brokerage, observing that the Fund, in light of its size, generates relatively little in brokerage fees.

The Board reviewed and considered the qualifications of the portfolio management team to manage the portfolio of the Fund, including the members’ history managing equity investments generally and their experience with the types of securities included in the Fund’s portfolio, as well as the members’ backgrounds and expertise and the amount of time each would be able to devote to the affairs of the Fund.  The Board concluded, in light of the particular requirements of the Fund and its investment program, that it was satisfied with the professional qualifications and overall commitment to the Fund of the portfolio management team.

The Board considered the nature, extent and quality of services rendered to the Fund by the Adviser and the investment performance of the Fund based on the data provided which included comparisons with the public markets as represented by indices and with peer funds.  The Board determined that in light of the data taken as a whole and the nature of the investment program of the Fund, the investment performance was reasonable and acceptable. The Board concluded that the Fund’s fees paid to the Adviser were reasonable in light of comparative performance and advisory fee information, costs of the services provided and profits to be realized and benefits derived by the Adviser from its relationship with the Fund.

Based on this review, which included an executive session of the Trustees, it was the consensus of the Independent Trustees that the continuation of the Investment Advisory Agreement is in the best interest of the Fund and its shareholders.

APPLETON EQUITY GROWTH FUND

MANAGEMENT OF THE TRUST (UNAUDITED)

December 31, 2009

Listed in the chart below is basic information regarding the Trustees and Officers of the Trust.

			Number of	Other
			Portfolios in	Directorships
			Fund Complex	Held by Trustee
	Current Position with Trust	Principal Occupation(s)	Overseen by	Outside the Fund
Name/Address/Age	and Length of Time Served	During Last 5 yrs	Trustee	Complex
INTERESTED TRUSTEES*:
James I. Ladge, CFA	President, Trustee	Senior Vice President, Appleton Partners, Inc.	1	Director,
45 Milk Street, 8th Floor	(December 2000 - Present)	(1993 - Present)		Cambridge
Boston, MA 02109	Treasurer			Appleton Trust
Age: 41	(December 2003 - Present)			N.A.
Douglas C. Chamberlain, CFA	Trustee	President  and CEO, Appleton Partners, Inc.	1	Director,
45 Milk Street, 8th Floor	(December 2000 - Present)	(1998 - Present)		Cambridge
Boston, MA 02109				Appleton Trust
Age: 62				N.A.
DISINTERESTED TRUSTEES:
Jack W. Aber, PhD	Trustee	Professor, Boston University	1	Director, Manager
Boston University School of	(December 2000 - Present)	(1972- Present)		Funds
Management				Director, Third
595 Commonwealth Avenue				Avenue Funds
Boston, MA 02215
Age: 72
John M. Cornish, Esq.	Trustee	Partner, Choate, Hall & Stewart	1	Director,
Choate Hall & Stewart	(December 2000 - Present)	(1985 - Present)		Thompson
2 International Place				Steel Company
Boston, MA 02110
Age: 62
Grady B. Hedgespeth	Trustee	President, ICA Group, a non-profit	1	Director, National
11088 San Andrew Drive	(December 2000 - Present)	consulting firm		Cooperative Bank
New Market, MD  21774		(2002- 2003);
Age: 54		Senior Vice President, CFO, Seedco
		(2003- 2005)
		Independent Consultant
		(2005 - Present)
OFFICER:
Michele D. Hubley	Secretary and Chief	Vice President & Chief Compliance Officer	N/A	N/A
45 Milk Street, 8th Floor	Compliance Officer	of Appleton Partners, Inc.
Boston, MA  02109	(December 2004 - Present)	(1995 - Present)
Age: 52

* All Interested Trustees are such because of their interest in the investment adviser, as defined in the Investment Company Act of 1940.

The Statement of Additional Information contains additional information about the Trustees and is available without charge upon request by calling 1-877-71-Apple.

Item 2. Code of Ethics.

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to its principal executive officers and principal financial officers. During the period covered by this report, no amendments were made to the provisions of the code of ethics, nor did the registrant grant any waivers, including any implicit waivers, from the provisions of the code of ethics.

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Trustees has determined that the registrant has at least one audit committee financial expert.  Mr. Jack Aber is the registrant’s “audit committee financial expert” and is “independent” (as each term is defined in Item 3 of Form N-CSR).

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees.  Audit fees totaled $20,550 for the December 31, 2009 fiscal year and $20,140 for the December 31, 2008 fiscal year, including fees associated with the annual audit and filings of the registrant’s of Form N-SAR.

(b) Audit-Related Fees.  There were no audit-related fees for the December 31, 2009 or December 31, 2008 fiscal years.

(c)  Tax Fees.  Tax fees totaled $3,250 for the December 31, 2009 fiscal year and $2,900 for the December 31, 2008 fiscal year.

(d) All Other Fees.  There were no other fees for the December 31, 2009 or December 31, 2008 fiscal years.

(e) (1) Audit Committee Pre-Approval Policies.  The Audit Committee’s pre-approval policies describe the types of audit, audit-related, tax and other services that may receive the general pre-approval of the Audit Committee.  The pre-approval policies provide that annual audit service fees, tax services not specifically granted pre-approval, services exceeding pre-approved cost levels and other services that have not received general pre-approval will be subject to specific pre-approval by the Audit Committee.  The pre-approval policies further provide that the Committee may grant general pre-approval to other audit services (statutory audits and services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings), audit-related services (accounting consultations related to accounting, financial reporting or disclosure matters not classified as “audit services,” assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities, agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters and assistance with internal control reporting requirements under Form N-SAR and Form N-CSR), tax services that have historically been provided by the auditor that the Committee believes would not impair the independence of the auditor and are consistent with the SEC’s rules on auditor independence and permissible non-audit services classified as “all other services” that are routine and recurring services.

(e)(2) All services described in paragraphs (b) through (d) of Item 4 were approved by the Audit Committee.

(f) Not applicable

(g) The aggregate non-audit fees for services to the registrant, its investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant were $3,250 for the fiscal year ended December 31, 2009 and $2,900 for the fiscal year ended December 31, 2008.

(h) Not applicable

Item 5. Audit Committee of Listed Companies.

Not applicable.

Item 6.  Schedule of Investments.

The Schedule of Investments in securities of unaffiliated issuers is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.

Not applicable.

Item 8.  Portfolio Managers of Closed-End Funds.

Not Applicable.

Item 9. Purchases of Equity Securities by Closed-End Funds.

Not Applicable.

Item 10.  Submission of Matters to a Vote of Security Holders.

Not Applicable.

Item 11.  Controls and Procedures.

(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report.

(b) There were no significant changes in the registrant’s internal control over financial reporting that occurred during the registrant’s last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12.  Exhibits.

(a)(1) Code of Ethics for Principal Executive and Financial Officers was filed on March 3, 2006 with Form N-CSR for period ending December 31, 2005 and is hereby incorporated by reference.

(a)(2) Certifications required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2) are filed herewith.

(a)(3) Not applicable.

(b)(1) Certifications required by Rule 30a-2(b) of the Investment Company Act of 1940 and Section 906 of the Sarbanes-Oxley Act of 2002 are 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)  The Appleton Funds

By (Signature and Title)

/s/ James I. Ladge                                   

James I. Ladge

President and Treasurer

Date:  March 10, 2010

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 (Signature and Title)

/s/ James I. Ladge                                   

James I. Ladge

President and Treasurer

Date:  March 10, 2010

EX-99.CERT

EXHIBIT 99.CERT

CERTIFICATIONS

I, James I. Ladge, certify that:

1.  I have reviewed this report on Form N-CSR of The Appleton Funds;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. 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: March 10, 2010	/s/ James I. Ladge
	James I. Ladge, President

EXHIBIT 99.CERT

CERTIFICATIONS

I, James I. Ladge, certify that:

1.  I have reviewed this report on Form N-CSR of The Appleton Funds;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. 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: March 10, 2010	/s/ James I. Ladge
	James I. Ladge, Treasurer

EX-99.906CERT

Exhibit 99.906 CERT

Certification Under Section 906

of the Sarbanes-Oxley Act of 2002

James I. Ladge, President, Chief Executive Officer, Treasurer and Chief Financial Officer of the The Appleton Funds (the “Registrant”), certifies to the best of his knowledge that:

1.           The Registrant’s periodic report on Form N-CSR for the period ended December 31, 2009 (the “Form N-CSR”) fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and

2.           The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Chief Executive Officer	Chief Financial Officer
The Appleton Funds	The Appleton Funds
/s/ James I. Ladge	/s/ James I. Ladge
James I. Ladge	James I. Ladge
Date: March 10, 2010	Date: March 10, 2010

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Registrant and will be retained by the Registrant 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 with the Commission.