AMERIPRIME FUNDS
N-30D/A, 1999-11-09
Previous: VANGUARD AIRLINES INC \DE\, 4, 1999-11-09
Next: SCHWEITZER MAUDUIT INTERNATIONAL INC, 10-Q, 1999-11-09




Dear Shareholders:

We are pleased to present the investment  results for the  Cornerstone MVP Fund.
Since our inception six months ago on December 31, 1998, the Fund has grown 7.3%
from an initial NAV of $10.00 to $10.73 on June 30, 1999.  The S&P 500 Index was
up 12.4%  and the  Russell  Mid-Cap  Index  was up 9.6%  for the same six  month
period.  Although  the  Fund's  inception  date is  December  31,  1998,  it was
originally  funded  with just $1,000 in cash.  Significant  funding did not take
place until March 9, 1999 and on that date the Fund commenced  investing in U.S.
equities.  Comparing  our first fully  invested  quarter,  March 31st - June 30,
1999,  the Fund  returned  9.0% while the S&P 500 Index was up 7.0% for the same
period.  Although not being  invested in the first  quarter of 1999 hurt us on a
year-to-date  comparison  basis, our aim is to outperform for the 2nd, 3rd & 4th
quarters of 1999 and thus for 1999 as a whole.

                                Returns for the Period ended June 30, 1999
 Fund / Index                Six Months      Since Inception - December 31, 1998
 ------------                ----------      -----------------------------------
 Cornerstone MVP Fund           7.30%                       7.30%
 S&P 500                       12.38%                      12.38%
 Russell Mid-Cap                9.55%                       9.55%

Chart - Growth of $10,000

DATE               Cornerstone MVP             S&P 500           Russell Mid-Cap
12-31-98             $10,000.00              $10,000.00             $10,000.00
01-31-99             $10,010.00              $10,418.16             $ 9,976.23
02-28-99             $10,020.00              $10,094.38             $ 9,627.62
03-31-99             $ 9,840.00              $10,498.24             $ 9,914.81
04-30-99             $10,430.00              $10,904.79             $10,640.14
05-31-99             $10,310.00              $10,647.29             $10,596.58
06-30-99             $10,730.00              $11,238.18             $10,955.26

The chart shows the value of a hypothetical initial investment of $10,000 in the
Fund,  the S&P 500 Index and the Russell  Mid-Cap Index on December 31, 1998 and
held through June 30, 1999. The S&P 500 Index and the Russell  Mid-Cap Index are
widely recognized  indices of common stock prices.  Performance  figures include
the change in value of the stocks in the indices,  reinvestment of dividends and
are not annualized.  The index returns do not reflect expenses,  which have been
deducted from the Fund's returns.  THE FUND'S RETURN REPRESENTS PAST PERFORMANCE
AND IS NOT PREDICTIVE OF FUTURE RESULTS.

<PAGE>

The bull market that started in early 1995  continued  through the first half of
1999. After the temporary  setback in late 1998 due largely to Russian and Asian
currency devaluations,  investors returned to U.S. stocks with a bias toward the
large-cap growth stocks. Although stocks have risen dramatically from the recent
low in October, 1998, we note that the 30-year U.S. Treasury rate has risen from
a low of 4.70% on October 5, 1998 to 5.98% on June 30,  1999.  This  significant
rise in  interest  rates  will make  continued  price  multiple  expansion  (and
therefore stock price appreciation) difficult to sustain in the near term.

Our investment  philosophy as applied to the Fund has been very  favorable.  The
MVP  approach  leads us to find  growing  companies  (Performance),  trading  at
reasonable  prices  (Valuation),  that are moving up in price  (Momentum).  As a
result,  we believe our  portfolio  has less risk than the  overall  market with
valuation  levels at only 75% - 80% of the  market.  We are  confident  that our
conservative  portfolio  should  perform  well  in  this  rising  interest  rate
environment relative to the S&P 500 Index.

Cornerstone   Investment   Management,   LLC  continues  to  uncover  attractive
investments for the MVP Fund through  diligent  research and analysis.  Although
many of the  largest  companies'  stocks  are  overvalued  by our  measures,  we
continue  to find many  large-cap  and mid-cap  stocks  that fit our  investment
criteria.  We strive to  outperform  both  large-cap  and mid-cap  stock indices
including  the Russell 200  Large-Cap  Index and the Russell 800 Mid-Cap  Index.
Combined, these two indices comprise the Russell 1000. Because of the very close
correlation  between the Russell 200 Large-Cap  Index and the S&P 500 Index,  we
have included the more widely  followed S&P 500 Index for  comparison  purposes.
The fund  continues  to be a large-cap  value fund ($10  billion  market cap. or
greater)  on a  weighted  average  basis.  Our  aim is to  continue  to be a tax
efficient,   core  capital  Fund,  appropriate  for  the  "cornerstone"  of  our
investors' portfolios.  As a small fund, we welcome shareholder  inquiries,  and
are working hard to meet your expectations.

Sincerely,




Christopher S. Ryan, CFA

<PAGE>

Cornerstone MVP Fund
Schedule of Investments - June 30, 1999
<TABLE>
<S>                                                            <C>                       <C>

Common Stocks - 94.1%                                             Shares                        Value

Advertising - 3.3%
Acxiom Corp. (a)                                                  18,000                     $ 448,875
                                                                                          -------------
Aerospace & Defense - 3.6%
Boeing Co.                                                        11,000                       486,063
                                                                                          -------------
Banks - 3.4%
Bank One Corp.                                                     3,700                       220,381
Citigroup, Inc.                                                    5,096                       242,036
                                                                                          -------------
                                                                                               462,417
                                                                                          -------------
Broadcasting - 2.0%
Clear Channel Communications, Inc. (a)                             4,000                       275,750
                                                                                          -------------
Communications Equipment - 2.5%
Lucent Technologies, Inc.                                          5,115                       344,943
                                                                                          -------------
Computer Services & Software - 19.2%
Computer Sciences Corp. (a)                                        7,900                       546,581
First Data Corp.                                                  15,000                       734,062
Gerber Scientific, Inc.                                           19,400                       428,013
Oracle Corp. (a)                                                  12,750                       473,344
Synopsys, Inc. (a)                                                 7,600                       419,425
                                                                                          -------------
                                                                                             2,601,425
                                                                                          -------------
Computers & Office Equipment - 3.5%
Gateway, Inc. (a)                                                  4,400                       259,600
Seagate Technology, Inc. (a)                                       8,600                       220,375
                                                                                          -------------
                                                                                               479,975
                                                                                          -------------
Credit & Other Finance - 1.8%
Associates First Capital Corp. - Class A                           5,450                       241,503
                                                                                          -------------
Department Stores - 1.8%
Dayton Hudson Corp.                                                3,700                       240,500
                                                                                          -------------
Diversified Healthcare - 4.0%
Abbott Laboratories, Inc.                                          6,000                       273,000
Johnson & Johnson, Inc.                                            2,800                       274,400
                                                                                          -------------
                                                                                               547,400
                                                                                          -------------
Electrical Equipment - 4.7%
American Power Conversion, Inc. (a)                               32,000                       644,000
                                                                                          -------------
Energy Services - 7.4%
Halliburton Co.                                                   11,100                       502,275
Weatherford International Corp. (a)                               13,550                       496,269
                                                                                          -------------
                                                                                               998,544
                                                                                          -------------
Household Products - 2.8%
Kimberly-Clark Group                                               6,600                       376,200
                                                                                          -------------

See accompanying notes which are an integral part of the financial statements

<PAGE>

Cornerstone MVP Fund
Schedule of Investments - June 30, 1999 - continued

Common Stocks - continued                                         Shares                        Value

Industrial Machinery & Equipment - 7.1%
Caterpillar, Inc.                                                  7,500                     $ 450,000
Ingersoll-Rand Co.                                                 8,000                       517,000
                                                                                          -------------
                                                                                               967,000
                                                                                          -------------
Insurance - 2.9%
Aetna, Inc.                                                        4,500                       402,469
                                                                                          -------------
Lodging & Gaming - 1.9%
Marriott International, Inc. - Class A                             7,000                       261,625
                                                                                          -------------
Manufacturers - Diversified - 3.2%
Minnesota Mining & Manufacturing Co.                               5,000                       434,687
                                                                                          -------------
Natural Gas - 2.0%
Consolidated Natural Gas Co.                                       4,500                       273,375
                                                                                          -------------
Oil & Gas - 3.7%
Exxon Corp.                                                        6,600                       509,025
                                                                                          -------------
Publishing -  3.2%
Gannett Co., Inc.                                                  6,000                       428,250
                                                                                          -------------
Restaurants - 2.2%
Starbucks Corp. (a)                                                8,000                       300,500
                                                                                          -------------
Telephone Services - 7.9%
AT&T Corp.                                                         6,900                       385,106
Cable & Wireless ADS                                              10,000                       396,250
SBC Communications, Inc.                                           5,000                       290,000
                                                                                          -------------
                                                                                             1,071,356
                                                                                          -------------

TOTAL COMMON STOCKS (Cost $11,628,908)                                                      12,795,882
                                                                                          -------------
                                                                Principal
                                                                  Amount                        Value
Money Market Securities - 5.9%
Firstar Treasury Fund, 3.98% (b) (Cost $799,928)                $799,928                       799,928
                                                                                          -------------

TOTAL INVESTMENTS - 100.0% (Cost $12,428,836)                                               13,595,810
                                                                                          -------------
Other assets less liabilities - 0.0%                                                            (2,571)
                                                                                          -------------
TOTAL NET ASSETS - 100.0%                                                                 $ 13,593,239
                                                                                          =============
</TABLE>

(a) Non-income producing
(b) Variable rate  security;  the coupon rate shown  represents the rate at
    June 30, 1999

See accompanying notes which are an integral part of the financial statements

<PAGE>

Cornerstone MVP Fund                                               June 30, 1999
Statement of Assets & Liabilities

Assets
Investment in securities (cost $12,428,836)                        $ 13,595,810
Dividends receivable                                                      7,639
Interest receivable                                                       1,842
                                                                  -------------
   Total assets                                                      13,605,291

Liabilities
Accrued investment advisory fee payable                  $ 12,052
                                                     ------------

   Total liabilities                                                     12,052
                                                                  -------------

Net Assets                                                         $ 13,593,239
                                                                  =============

Net Assets consist of:
Paid in capital                                                    $ 12,723,228
Accumulated net realized gain (loss) on investment                     (296,963)
Net unrealized appreciation on investments                            1,166,974
                                                                  -------------

Net Assets, for 1,266,500 shares                                   $ 13,593,239
                                                                  =============

Net Asset Value

Net Assets
Offering price and redemption price per share
   ($13,593,239/1,266,500)                                              $ 10.73
                                                                  =============

See accompanying notes which are an integral part of the financial statements

<PAGE>

Cornerstone MVP Fund
Statement of Operations for the period December 31, 1998
   (Commencement of Operations) to June 30, 1999

Investment Income
Dividend income                                                        $ 31,671
Interest income                                                          10,130
                                                                     ----------
Total Income                                                             41,801


Expenses
Investment advisory fee                                     $ 43,651
Trustees' fees                                                 1,084
                                                        ------------
Total expenses before reimbursement                           44,735
Reimbursed expenses                                           (1,084)
                                                        ------------
Total operating expenses                                                 43,651
                                                                    -----------
Net Investment Income (Loss)                                             (1,850)
                                                                    -----------

Realized & Unrealized Gain (Loss)
Net realized gain (loss) on investment securities           (296,963)
Change in net unrealized appreciation (depreciation)
   on investment securities                                1,166,974
                                                         -----------
Net gain on investment securities                                       870,011
                                                                    -----------
Net increase in net assets resulting from operations                  $ 868,161
                                                                    ===========

See accompanying notes which are an integral part of the financial statements

<PAGE>

Cornerstone MVP Fund
Statement  of  Changes  in  Net  Assets  for  the  period   December   31,  1998
   (Commencement of Operations) to June 30, 1999

Increase (Decrease) in Net Assets
Operations
   Net investment income (loss)                                        $ (1,850)
   Net realized gain (loss) on investment securities                   (296,963)
   Change in net unrealized appreciation (depreciation)               1,166,974
                                                                    -----------
   Net increase in net assets resulting from operations                 868,161
                                                                    -----------
Share Transactions
   Net proceeds from sale of shares                                  12,725,078
                                                                    -----------
Net increase in net assets resulting
   from share transactions                                           12,725,078
                                                                    -----------
   Total increase in net assets                                      13,593,239

Net Assets
   Beginning of period                                                       -
                                                                    -----------
   End of period [including accumulated undistributed net
      investment loss of $0]                                        $13,593,239
                                                                    ===========

See accompanying notes which are an integral part of the financial statements

<PAGE>

Cornerstone MVP Fund
Financial Highlights for the period December 31, 1998
   (Commencement of Operations) to June 30, 1999


Selected Per Share Data
Net asset value, beginning of period                     $ 10.00
                                                   --------------
Income from investment operations
   Net investment income (loss)                             0.00
   Net realized and unrealized gain (loss)                  0.73
                                                   --------------
                                                   --------------
Total from investment operations                            0.73
                                                   --------------

Net asset value, end of period                           $ 10.73
                                                   ==============

Total Return (b)                                           7.30%

Ratios and Supplemental Data
Net assets, end of period (000)                          $13,593
Ratio of expenses to average net assets                    1.10% (a)
Ratio of expenses to average net assets
   before reimbursement                                    1.13% (a)
Ratio of net investment income (loss) to
   average net assets                                    (0.05)% (a)
Ratio of net investment income (loss) to
   average net assets before reimbursement               (0.07)% (a)
Portfolio turnover rate                                  162.54% (a)

(a)  Annualized
(b) For periods of less than a full year, total returns are not annualized.

See accompanying notes which are an integral part of the financial statements

<PAGE>

                              Cornerstone MVP Fund
                          Notes to Financial Statements
                                  June 30, 1999


NOTE 1.  ORGANIZATION

     Cornerstone  MVP  Fund  (the  "Fund")  was  organized  as a  series  of the
AmeriPrime Funds, an Ohio business trust (the "Trust"),  on October 22, 1998 and
commenced  operations  on December 31, 1998.  The Fund is  registered  under the
Investment Company Act of 1940, as amended, as a diversified open-end management
investment  company.  The Fund's  investment  objective  is to provide long term
capital appreciation.  The Declaration of Trust permits the Trustees to issue an
unlimited number of shares of beneficial interest of separate series without par
value.


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-  Securities  which are traded on any exchange or on
the NASDAQ  over-the-counter  market are valued at the last  quoted  sale price.
Lacking a last sale  price,  a security  is valued at its last bid price  except
when, in the Advisor's  opinion,  the last bid price does not accurately reflect
the  current   value  of  the   security.   All  other   securities   for  which
over-the-counter  market  quotations  are readily  available are valued at their
last bid price.  When  market  quotations  are not readily  available,  when the
Advisor  determines the last bid price does not  accurately  reflect the current
value or when restricted securities are being valued, such securities are valued
as  determined  in good faith by the  Advisor,  in  conformity  with  guidelines
adopted  by and  subject  to review of the Board of  Trustees  of the Trust (the
"Board").

     Fixed income  securities  generally are valued by using market  quotations,
but may be valued on the basis of prices furnished by a pricing service when the
Advisor  believes such prices  accurately  reflect the fair market value of such
securities.  A pricing service  utilizes  electronic data processing  techniques
based on yield spreads  relating to securities with similar  characteristics  to
determine prices for normal institutional-size  trading units of debt securities
without regard to sale or bid prices. When prices are not readily available from
a pricing service,  or when restricted or illiquid  securities are being valued,
securities  are valued at fair value as determined in good faith by the Advisor,
subject  to  review  of  the  Board.   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.

<PAGE>

                              Cornerstone MVP Fund
                          Notes to Financial Statements
                            June 30, 1999 - continued


NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - continued

Federal  Income  Taxes- The Fund  intends to qualify  each year as a  "regulated
investment  company" under the Internal Revenue Code of 1986, as amended.  By so
qualifying,  the Fund will not be subject to federal  income taxes to the extent
that it  distributes  substantially  all of its net  investment  income  and any
realized capital gains.

Dividends and Distributions- The Fund intends to distribute substantially all of
its net investment  income as dividends to its  shareholders on an annual basis.
The Fund  intends to  distribute  its net  long-term  capital  gains and its net
short-term capital gains at least once a year.

Other- 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.


NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

     The Fund retains Cornerstone Investment Management,  LLC (the "Advisor") to
manage  the  Fund's  investments.  The  Advisor  was  organized  as  a  Colorado
corporation in 1997.  Christopher S. Ryan, President and Managing Partner of the
Advisor,  is primarily  responsible for the day-to-day  management of the Fund's
portfolio.

     Under the terms of the management agreement, (the "Agreement"), the Advisor
manages the Fund's investments  subject to approval of the Board of Trustees and
pays  all of the  expenses  of the Fund  except  brokerage  commissions,  taxes,
interest, fees and expenses of non-interested person trustees, and extraordinary
expenses.  As compensation for its management  services and agreement to pay the
Fund's expenses,  the Fund is obligated to pay the Advisor a fee of 1.10% of the
average  daily net assets of the Fund.  It should be noted that most  investment
companies pay their own operating expenses directly,  while the Fund's expenses,
except  those  specified  above,  are paid by the  Advisor.  For the period from
December 31, 1998  (commencement  of  operations)  through  June 30,  1999,  the
Advisor  received a fee of $43,651  from the Fund.  The Advisor has  voluntarily
agreed to reimburse  other  expenses to the extent  necessary to maintain  total
operating  expenses  at the rate of 1.10%.  For the  period  December  31,  1998
(commencement  of  operations)  through  June 30, 1999,  the Advisor  reimbursed
expenses of $1,084.  There is no assurance that such reimbursement will continue
in the future.

<PAGE>

                              Cornerstone MVP Fund
                          Notes to Financial Statements
                            June 30, 1999 - continued


NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - continued

     The Fund retains AmeriPrime Financial Services,  Inc. (the "Administrator")
to manage the Fund's business  affairs and provide the Fund with  administrative
services,  including all regulatory reporting and necessary office equipment and
personnel. For the period from December 31, 1998 (commencement of operations) to
June 30, 1999, the  Administrator  received fees of $12,500 from the Advisor for
administrative services provided to the Fund.

     The Fund retains AmeriPrime Financial Securities,  Inc. ("the Distributor")
to act as the principal distributor of the Fund's shares. There were no payments
made to the Distributor  from December 31, 1998  (commencement of operations) to
June 30,  1999.  Certain  members of  management  of the  Administrator  and the
Distributor are also members of management of the AmeriPrime Trust.


NOTE 4.  SHARE TRANSACTIONS

     As of June 30, 1999, there was an unlimited number of authorized shares for
the Fund. Paid in capital at June 30, 1999 was $12,723,228.

     Transactions in shares were as follows:

                        For the period December 31, 1998
                 (Commencement of Operations) to June 30, 1999

                         Shares                 Dollars

Shares sold            1,266,500              $12,725,078
                       =========              ===========


NOTE 5.  INVESTMENTS

     For the period from December 31, 1998 (commencement of operations)  through
June  30,  1999,  purchases  and  sales of  investment  securities,  other  than
short-term investments, aggregated $17,606,157 and $5,680,286,  respectively. As
of June 30, 1999, the gross unrealized  appreciation for all securities  totaled
$1,446,542 and the gross  unrealized  depreciation  for all  securities  totaled
$279,568 for a net unrealized appreciation of $1,166,974.  The aggregate cost of
securities for federal income tax purposes at June 30, 1999 was $12,428,836.

<PAGE>

                              Cornerstone MVP Fund
                          Notes to Financial Statements
                            June 30, 1999 - continued


NOTE 6. ESTIMATES

     Preparation of financial  statements in accordance with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and liabilities and the reported  amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from those estimates.


NOTE 7. RELATED PARTY TRANSACTIONS

     The Advisor is not a registered  broker-dealer  of securities and thus does
not receive  commissions  on trades made on behalf of the Fund.  The  beneficial
ownership,  either  directly  or  indirectly,  of more  than  25% of the  voting
securities of a Fund creates a presumption of control of the Fund, under Section
2(a)(9) of the  Investment  Company Act of 1940.  As of June 30,  1999,  Charles
Schwab & Co. owned of record in aggregate more than 95% of the Fund.


NOTE 8. RECLASSIFICATIONS

     In accordance  with SOP 93-2, the fund has recorded a  reclassification  in
the capital accounts.  As of June 30, 1999 the fund recorded  permanent book/tax
differences  of  $1,850  from  net  investment  loss to paid  in  capital.  This
reclassification  has no  impact  on the net  asset  value  of the  fund  and is
designed generally to present  undistributed  income and realized gains on a tax
basis which is considered to be more informative to shareholders.


NOTE 9. YEAR 2000 ISSUE

     Like  other  mutual  funds,   financial  and  business   organizations  and
individuals  around  the  world,  the Fund could be  adversely  affected  if the
computer systems used by the Advisor,  Administrator or other service  providers
to the Fund do not properly process and calculate  date-related  information and
data from and after  January 1, 2000.  This is commonly  known as the "Year 2000
Issue."  The Advisor and  Administrator  have taken steps that they  believe are
reasonably  designed  to address  the Year 2000 Issue with  respect to  computer
systems that are used and to obtain reasonable  assurances that comparable steps
are being taken by each of the Fund's  major  service  providers.  At this time,
however,  there can be no assurance that these steps will be sufficient to avoid
any  adverse  impact on the Fund.  In  addition,  the  Advisor  cannot  make any
assurances  that the Year 2000 Issue will not affect the  companies in which the
Fund invests or worldwide markets and economies.

<PAGE>

                                GJMB Growth Fund








                                  Annual Report

                                  June 30, 1999









                                 Fund Advisor :

                          Gamble, Jones, Morphy & Bent
                     301 East Colorado Boulevard, Suite 802
                           Pasadena, California 91101

                            Telephone (626) 795-7583
                               Fax (626) 795-7583

                            Web Address: www.gjmb.com

<PAGE>


                                GJMB Growth Fund

                        Annual Report dated June 30, 1999

Dear Fellow Shareholders:

We are pleased to present you with our Fund's  investment  results for its first
six months of operation.  The Fund's  cumulative  total return from December 31,
1998  through  June 30, 1999 was 10.2%,  net of all fees.  This return  slightly
lagged the 11.7% return of the market capitalization  weighted Standard & Poor's
500 Index.  It should be noted  however  that during the Fund's first 18 days of
operation,  the Fund was allocated 100% in a money market investment because the
Fund wasn't large enough to justify the purchase of individual securities.  When
we did begin to  actively  manage  the Fund on January  29,  1999  however,  the
Standard & Poor's 500 Index had already  gained  4.2% for the year,  compared to
just 0.2% for our money market  portfolio.  We therefore  are quite proud of the
fact that we were able to  overcome a majority  of this  deficit in such a short
period of time.  The  Fund's  investment  results  are  compared  below with the
Standard & Poor's 500 Index.


     Returns for the Periods Ended June 30, 1999
                                                                 Since Inception
     Fund/Index            3 Months             6 Months            12/31/98

     GJMB Growth Fund        6.9%                 10.2%               10.2%
     S&P 500 Index           7.0%                 11.7%               11.7%

     Comparison  of the  Change in Value of a  $200,000  investment  in the GJMB
     Growth Fund and the Unmanaged S&P 500 Index.

     CHART:

       DATE         GJMB Growth Fund         S&P 500 Index
     12/31/98          $200,000                $200,000
      1/31/99          $200,400                $208,202
      2/26/99          $199,800                $201,481
      3/31/99          $206,600                $209,394
      4/30/99          $213,400                $217,238
      5/31/99          $205,400                $211,814
      6/30/99          $220,400                $223,345

This chart shows the value of a hypothetical  initial  investment of $200,000 in
the Fund and the S&P 500 Index on December  31, 1998 and held  through  June 30,
1999. The S&P 500 Index is a widely  recognized  unmanaged index of common stock
prices. The Index returns do not reflect expenses, which have been deducted from
the Fund's return.  These performance figures include the change in value of the
stocks in the indices plus the reinvestment of dividends and are not annualized.
THE FUND'S RETURN  REPRESENTS PAST  PERFORMANCE AND IS NOT PREDICATIVE OF FUTURE
RESULTS.

<PAGE>

Portfolio Overview

It is the focus of the Fund to strive  for long term  capital  appreciation  via
investments  in  individual  large   capitalization   blue  chip  stocks.  As  a
non-diversified  fund,  we have reserved the  opportunity  to take a significant
position in one or two key stocks or even possibly maintain a large cash balance
as we deem appropriate.  Detailed below is a summary of the Fund's current level
of diversification  which includes a listing of our major industry weightings as
well as the largest holdings of the Fund as of June 30, 1999.


                   Industry Sector Weightings
                   --------------------------
                                                                    Percent of
                                                                    Net Assets
                                                                     06/30/99
                                                                    ----------
                   Capital Equipment & Services                       10.3%
                   Consumer Cyclicals                                  3.0%
                   Consumer Non-Cyclicals                              7.1%
                   Energy/Oil Services                                 5.1%
                   Financial Services                                 12.6%
                   Health Care/Pharmaceuticals                        22.0%
                   Technology                                         21.5%
                   Telecommunications                                  7.6%
                   Cash Equivalents                                   10.8%
                                                                    ----------
                   Total                                             100.0%



                   Ten Largest Equity Holdings
                   ---------------------------
                                                                    Percent of
                                                                    Net Assets
                                                                     06/30/99
                                                                    ----------
                   Microsoft                                           4.4%
                   Oracle Corporation                                  4.3%
                   General Electric                                    4.3%
                   Procter & Gamble                                    4.2%
                   American Home Products                              3.3%
                   Cisco Systems                                       3.3%
                   Fannie Mae                                          3.3%
                   Johnson & Johnson                                   3.2%
                   Lucent Technology                                   3.2%
                   Sun Microsystems                                    3.2%
                                                                    ----------
                   Total                                              36.7%

<PAGE>

Our Market Outlook

         The economy  continues  to provide a strong  fundamental  backdrop  for
investors.  Low interest rates,  low inflation rates and a government  operating
surplus  should  provide a  scenario  for  continued  long term  growth  for our
domestic  economy.  Our view for 2000 is  continued  solid  growth in GNP on the
order of 2%,  which will easily make the current  expansion  the longest in U.S.
history.

         With the above  components  in place for the  foreseeable  future,  our
focus  will  shift to  corporate  earnings,  both  their  reliability  and their
quality. Current earnings results for much of the S&P 500 reflect a 15% increase
over last year. This gives us confidence  that with the continued  strong growth
in the domestic  economy,  improved global  conditions and  productivity  gains,
earnings trends for 2000 will be in the area of 8-10%.

         Although  common stocks are expensive on an historical  basis,  we feel
long term  investors  will be  rewarded  by our fund  which is  designed  to own
companies  that have a proven  record of  increasing  earnings in good times and
bad. We feel that the companies listed in our "largest equity holdings" are very
representative of our total fund holdings.

    We look forward to another  successful  year and are delighted that you have
chosen to invest in it with us.


    Best regards,




    Thomas S. Jones                                   Christopher E. Morphy
    Principal -                                       Principal -
    Gamble,Jones,Morphy & Bent                        Gamble,Jones,Morphy & Bent

<PAGE>

GJMB Growth Fund
Schedule of Investments - June 30, 1999
<TABLE>
<S>                                                            <C>                       <C>

Common Stocks - 89.2%                                             Shares                        Value

Capital Equipment & Services - 10.3%
AlliedSignal, Inc.                                                 2,956                     $ 186,228
General Electric Co.                                               2,450                       276,850
Illinois Tool Works, Inc.                                          2,550                       209,100
                                                                                          -------------
                                                                                               672,178
                                                                                          -------------
Consumer Cyclicals - 3.0%
Ford Motor Corp.                                                   3,475                       196,120
                                                                                          -------------
Consumer Non-Cyclicals - 7.1%
Coca-Cola Co.                                                      3,100                       193,750
Procter & Gamble, Inc.                                             3,025                       269,981
                                                                                          -------------
                                                                                               463,731
                                                                                          -------------
Energy - 5.1%
Chevron Corp.                                                        837                        79,672
Royal Dutch Petroleum ADR                                          1,319                        79,470
Schlumberger Ltd.                                                  2,665                       169,727
                                                                                          -------------
                                                                                               328,869
                                                                                          -------------
Financial Services - 12.6%
American International Group                                       1,650                       193,153
Bank of America Corp.                                              2,800                       205,275
Fannie Mae                                                         3,100                       211,962
Fleet Financial Group                                              4,660                       206,788
                                                                                          -------------
                                                                                               817,178
                                                                                          -------------
Health Care & Pharmaceuticals - 22.0%
Abbott Laboratories, Inc.                                          4,263                       193,967
American Home Products, Inc.                                       3,700                       212,750
Bristol-Myers Squibb, Inc.                                         2,775                       195,464
Johnson & Johnson, Inc.                                            2,150                       210,700
Merck & Co., Inc.                                                  2,775                       205,350
Pfizer, Inc.                                                       1,890                       207,428
Warner Lambert, Inc.                                               2,983                       206,946
                                                                                          -------------
                                                                                             1,432,605
                                                                                          -------------
Technology - 21.5%
Cisco Systems, Inc. (a)                                            3,300                       212,231
Intel Corp.                                                        3,400                       202,300
Lucent Technologies, Inc.                                          3,125                       210,742
Microsoft, Inc. (a)                                                3,164                       285,353
Oracle Corp. (a)                                                   7,505                       278,623
Sun Microsystems, Inc. (a)                                         3,048                       209,931
                                                                                          -------------
                                                                                             1,399,180
                                                                                          -------------

See accompanying notes which are an integral part of the financial statements

<PAGE>

GJMB Growth Fund
Schedule of Investments - June 30, 1999 - continued

Common Stocks - continued                                         Shares                        Value

Telecommunications - 7.6%
AT&T Corp.                                                         2,425                     $ 135,346
Bell Atlantic Corp.                                                2,750                       179,781
Vodafone Airtouch Public ADR                                         898                       176,906
                                                                                          -------------
                                                                                               492,033
                                                                                          -------------

TOTAL COMMON STOCKS (Cost $5,330,835)                                                        5,801,894
                                                                                          -------------
                                                                Principal
                                                                  Amount                        Value
Money Market Securities - 10.8%
Firstar Treasury Fund, 3.98% (b) (Cost $699,464)                $699,464                       699,464
                                                                                          -------------

TOTAL INVESTMENTS - 100.0% (Cost $6,030,299)                                                 6,501,358
                                                                                          -------------
Other assets less liabilities - 0.0%                                                               978
                                                                                          -------------
TOTAL NET ASSETS - 100.0%                                                                  $ 6,502,336
                                                                                          =============
</TABLE>

(a) Non-income producing
(b) Variable rate  security;  the coupon rate shown  represents the rate at
    June 30, 1999.

See accompanying notes which are an integral part of the financial statements

<PAGE>

GJMB Growth Fund                                                   June 30, 1999
Statement of Assets & Liabilities

Assets
Investment in securities (cost $6,030,299)                          $ 6,501,358
Dividends receivable                                                      4,640
Interest receivable                                                       2,381
                                                                  -------------
   Total assets                                                       6,508,379

Liabilities
Accrued investment advisory fee payable                   $ 6,043
                                                      -----------

   Total liabilities                                                      6,043
                                                                   -------------

Net Assets                                                          $ 6,502,336
                                                                   =============

Net Assets consist of:
Paid in capital                                                     $ 5,990,120
Accumulated undistributed net investment income                           6,675
Accumulated undistributed net realized gain on investments               34,482
Net unrealized appreciation on investments                              471,059
                                                                   -------------

Net Assets, for 589,927 shares                                      $ 6,502,336
                                                                   =============

Net Asset Value

Net Assets
Offering price and redemption price per share ($6,502,336/589,927)      $ 11.02
                                                                   =============

See accompanying notes which are an integral part of the financial statements

<PAGE>

GJMB Growth Fund
Statement of Operations for the period December 31, 1998
   (Commencement of Operations) to June 30, 1999

Investment Income
Dividend income                                                        $ 19,276
Interest income                                                          11,298
                                                                    ------------
Total Income                                                             30,574


Expenses
Investment advisory fee                                    $ 23,899
Trustees' fees                                                1,084
                                                       -------------
Total expenses before reimbursement                          24,983
Reimbursed expenses                                          (1,084)
                                                       -------------
Total operating expenses                                                 23,899
                                                                    ------------
Net Investment Income                                                     6,675
                                                                    ------------

Realized & Unrealized Gain (Loss)
Net realized gain on investment securities                   34,482
Change in net unrealized appreciation (depreciation)
   on investment securities                                 471,059
                                                        ------------
Net gain on investment securities                                       505,541
                                                                    ------------
Net increase in net assets resulting from operations                  $ 512,216
                                                                    ============

See accompanying notes which are an integral part of the financial statements

<PAGE>

GJMB Growth Fund
Statement  of  Changes  in  Net  Assets  for  the  period   December   31,  1998
   (Commencement of Operations) to June 30, 1999




Increase (Decrease) in Net Assets
Operations
   Net investment income                                                $ 6,675
   Net realized gain on investment securities                            34,482
   Change in net unrealized appreciation (depreciation)                 471,059
                                                                    ------------
   Net increase in net assets resulting from operations                 512,216
                                                                    ------------
Share Transactions
   Net proceeds from sale of shares                                   5,990,403
   Shares redeemed                                                         (283)
                                                                    ------------
Net increase in net assets resulting
   from share transactions                                            5,990,120
                                                                    ------------
   Total increase in net assets                                       6,502,336

Net Assets
   Beginning of period                                                       -
                                                                    ------------
   End of period [including accumulated undistributed net
      investment income of $6,675]                                  $ 6,502,336
                                                                    ============

See accompanying notes which are an integral part of the financial statements

<PAGE>

GJMB Growth Fund
Financial Highlights for the period December 31, 1998
   (Commencement of Operations) to June 30, 1999




Selected Per Share Data
Net asset value, beginning of period                     $ 10.00
                                                   --------------
Income from investment operations
   Net investment income                                    0.02
   Net realized and unrealized gain                         1.00
                                                   --------------
Total from investment operations                            1.02
                                                   --------------

Net asset value, end of period                           $ 11.02
                                                   ==============

Total Return (b)                                          10.20%

Ratios and Supplemental Data
Net assets, end of period (000)                           $6,502
Ratio of expenses to average net assets                    1.20%  (a)
Ratio of expenses to average net assets
   before reimbursement                                    1.25%  (a)
Ratio of net investment income to
   average net assets                                      0.34%  (a)
Ratio of net investment income to
   average net assets before reimbursement                 0.28%  (a)
Portfolio turnover rate                                   24.26%  (a)

(a)  Annualized
(b) For periods of less than a full year, total returns are not annualized.

See accompanying notes which are an integral part of the financial statements

<PAGE>

                                GJMB Growth Fund
                          Notes to Financial Statements
                                  June 30, 1999


NOTE 1.  ORGANIZATION

     GJMB Growth Fund (the "Fund") was  organized as a series of the  AmeriPrime
Funds,  an Ohio business trust (the "Trust"),  on October 22, 1998 and commenced
operations  on December 31, 1998.  The Fund is registered  under the  Investment
Company  Act of 1940,  as  amended,  as a  non-diversified  open-end  management
investment  company.  The Fund's  investment  objective  is to provide long term
capital appreciation.  The Declaration of Trust permits the Trustees to issue an
unlimited number of shares of beneficial interest of separate series without par
value.


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-  Securities  which are traded on any exchange or on
the NASDAQ  over-the-counter  market are valued at the last  quoted  sale price.
Lacking a last sale  price,  a security  is valued at its last bid price  except
when, in the Advisor's  opinion,  the last bid price does not accurately reflect
the  current   value  of  the   security.   All  other   securities   for  which
over-the-counter  market  quotations  are readily  available are valued at their
last bid price.  When  market  quotations  are not readily  available,  when the
Advisor  determines the last bid price does not  accurately  reflect the current
value or when restricted securities are being valued, such securities are valued
as  determined  in good faith by the  Advisor,  in  conformity  with  guidelines
adopted  by and  subject  to review of the Board of  Trustees  of the Trust (the
"Board").

     Fixed income  securities  generally are valued by using market  quotations,
but may be valued on the basis of prices furnished by a pricing service when the
Advisor  believes such prices  accurately  reflect the fair market value of such
securities.  A pricing service  utilizes  electronic data processing  techniques
based on yield spreads  relating to securities with similar  characteristics  to
determine prices for normal institutional-size  trading units of debt securities
without regard to sale or bid prices. When prices are not readily available from
a pricing service,  or when restricted or illiquid  securities are being valued,
securities  are valued at fair value as determined in good faith by the Advisor,
subject  to  review  of  the  Board.   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.

<PAGE>

                                GJMB Growth Fund
                          Notes to Financial Statements
                            June 30, 1999 - continued

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - continued

Federal  Income  Taxes- The Fund  intends to qualify  each year as a  "regulated
investment  company" under the Internal Revenue Code of 1986, as amended.  By so
qualifying,  the Fund will not be subject to federal  income taxes to the extent
that it  distributes  substantially  all of its net  investment  income  and any
realized capital gains.

Dividends and Distributions- The Fund intends to distribute substantially all of
its net investment  income as dividends to its  shareholders on an annual basis.
The Fund  intends to  distribute  its net  long-term  capital  gains and its net
short-term capital gains at least once a year.

Other- 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.


NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

     The Fund retains Gamble, Jones, Morphy & Bent (the "Advisor") to manage the
Fund's investments.  The Advisor became a registered  investment adviser in 1956
and was  reorganized  as a  California  corporation  in 1990.  Thomas S.  Jones,
President of the Advisor,  and Thomas W. Bent,  Executive  Vice President of the
Advisor, are the controlling  shareholders of Gamble,  Jones, Morphy & Bent. The
investment  decisions  for the Fund are made by the  executive  committee of the
Advisor,  which is primarily  responsible  for the day-to-day  management of the
Fund's portfolio.

     Under the terms of the management agreement, (the "Agreement"), the Advisor
manages the Fund's investments  subject to approval of the Board of Trustees and
pays  all of the  expenses  of the Fund  except  brokerage  commissions,  taxes,
interest, fees and expenses of non-interested person trustees, and extraordinary
expenses.  As compensation for its management  services and agreement to pay the
Fund's expenses,  the Fund is obligated to pay the Advisor a fee of 1.20% of the
average  daily net assets of the Fund.  It should be noted that most  investment
companies pay their own operating expenses directly,  while the Fund's expenses,
except  those  specified  above,  are paid by the  Advisor.  For the period from
December 31, 1998 (commencement of operations) through June 30, 1999 the Advisor
received a fee of $23,899 from the Fund. The Advisor has  voluntarily  agreed to
reimburse  other expenses to the extent  necessary to maintain  total  operating
expenses at the rate of 1.20%. For the period December 31, 1998 (commencement of
operations)  through June 30, 1999, the Advisor  reimbursed  expenses of $1,084.
There is no assurance that such reimbursement will continue in the future.

<PAGE>

                                GJMB Growth Fund
                          Notes to Financial Statements
                            June 30, 1999 - continued


NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - continued


     The Fund retains AmeriPrime Financial Services,  Inc. (the "Administrator")
to manage the Fund's business  affairs and provide the Fund with  administrative
services,  including all regulatory reporting and necessary office equipment and
personnel. For the period from December 31, 1998 (commencement of operations) to
June 30, 1999, the  Administrator  received fees of $15,000 from the Advisor for
administrative services provided to the Fund.

     The Fund retains AmeriPrime Financial Securities,  Inc. ("the Distributor")
to act as the principal distributor of the Fund's shares. There were no payments
made to the Distributor  from December 31, 1998  (commencement of operations) to
June 30,  1999.  Certain  members of  management  of the  Administrator  and the
Distributor are also members of management of the AmeriPrime Trust.


NOTE 4.  SHARE TRANSACTIONS

     As of June 30, 1999, there was an unlimited number of authorized shares for
the Fund. Paid in capital at June 30, 1999 was $5,990,120.

     Transactions in shares were as follows:


                        For the period December 31, 1998
                  (Commencement of Operations) to June 30, 1999
                         Shares                 Dollars

Shares sold            589,954                $5,990,403
Shares  redeemed           (27)                     (283)
                       -------               ------------
                       589,927                $5,990,120
                       =======               ============


NOTE 5.  INVESTMENTS

     For the period from December 31, 1998 (commencement of operations)  through
June  30,  1999,  purchases  and  sales of  investment  securities,  other  than
short-term investments,

<PAGE>

                                GJMB Growth Fund
                          Notes to Financial Statements
                            June 30, 1999 - continued


NOTE 5.  INVESTMENTS - continued

aggregated $5,714,675 and $418,323, respectively. As of June 30, 1999, the gross
unrealized  appreciation  for all  securities  totaled  $536,712  and the  gross
unrealized  depreciation for all securities totaled $65,653 for a net unrealized
appreciation  of $471,059.  The aggregate  cost of securities for federal income
tax purposes at June 30, 1999 was $6,030,299.


NOTE 6. ESTIMATES

     Preparation of financial  statements in accordance with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and liabilities and the reported  amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from those estimates.


NOTE 7. RELATED PARTY TRANSACTIONS

     The Advisor is not a registered  broker-dealer  of securities and thus does
not receive  commissions  on trades made on behalf of the Fund.  The  beneficial
ownership,  either  directly  or  indirectly,  of more  than  25% of the  voting
securities of a Fund creates a presumption of control of the Fund, under Section
2(a)(9) of the  Investment  Company Act of 1940.  As of June 30,  1999,  Charles
Schwab & Co.owned of record in aggregate more than 98% of the Fund.


NOTE 8. YEAR 2000 ISSUE

     Like  other  mutual  funds,   financial  and  business   organizations  and
individuals  around  the  world,  the Fund could be  adversely  affected  if the
computer systems used by the Advisor,  Administrator or other service  providers
to the Fund do not properly process and calculate  date-related  information and
data from and after  January 1, 2000.  This is commonly  known as the "Year 2000
Issue."  The Advisor and  Administrator  have taken steps that they  believe are
reasonably  designed  to address  the Year 2000 Issue with  respect to  computer
systems that are used and to obtain reasonable  assurances that comparable steps
are being taken by each of the Fund's  major  service  providers.  At this time,
however,  there can be no assurance that these steps will be sufficient to avoid
any  adverse  impact on the Fund.  In  addition,  the  Advisor  cannot  make any
assurances  that the Year 2000 Issue will not affect the  companies in which the
Fund invests or worldwide markets and economies.

<PAGE>

June 30, 1999


Dear Fellow Shareholders,

The IMS  Capital  Value  Fund  returned  +18.57% to  investors  over the last 12
months,  beating 90% of the 273 funds in its category  (mid-cap value) according
to Morningstar.  Adhering to our strict value  discipline has provided  handsome
rewards to our fellow  shareholders  over the last  year.  While we welcome  the
renewed  popularity  of value  investing,  we are  quick  to point  out that our
approach has never wavered.

The Fund returned:         +12.26% for the quarter
                           +16.57% for the last six months
                           +29.08% for the last eight months
                           +18.57% for the last twelve months

The Fund has  returned an average of +16.78%  annually  since its  inception  on
August 5, 1996.

Even with the Dow at record highs, we continue to uncover compelling  investment
opportunities.  Our level of  commitment  to value  investing  is  perhaps  best
illustrated  by  the  Fund's  price-to-book  value  ratio,  which  according  to
Morningstar,  is at a 50% discount to the S & P 500 Index.  In other  words,  in
terms of assets ( cash, plants,  equipment,  etc) the average stock in the Index
is twice as expensive as the average stock in our  portfolio.  Since much of our
best  research  has yet to bear  fruit,  we feel the Fund is poised to  continue
delivering  solid returns.  While the overall market will inevitably  experience
short term  volatility  due to Y2K and generally  high  valuations,  we feel the
long-term prospects of the businesses we own look quite promising.

The  objective  of the IMS  Capital  Value Fund is  long-term  growth.  The Fund
invests  primarily  in blue chip stocks with strong  value  characteristics  and
improving business momentum. The Fund's holdings are well diversified across all
major industry sectors. Considerable care is taken to minimize capital gains and
produce  superior  after-tax  returns.  We  continually  search out  undervalued
opportunities that will help to both grow and protect our shareholder's capital.

We appreciate your trust in joining us as shareholders.

Sincerely,



Carl W. Marker
Portfolio Manager
IMS Capital Value Fund

P.S. - We  recently  changed our fiscal  year-end to coincide  with the end of a
quarter.  The change will allow for greater  efficiencies and make it easier for
shareholders  to compare our results  with other funds and  benchmarks.  Our new
fiscal  year  ended on June  30th,  which  explains  why you have  received  two
financial reports in a relatively short period of time.

<PAGE>

                   Returns for the periods ended June 30, 1999

Chart

Date                 IMS Capital Value Fund          Russell Mid-Cap Value Index
08-05-96                   $10,000                            $10,000
10-31-96                   $10,760                            $10,785
04-30-97                   $11,360                            $11,901
10-31-97                   $12,060                            $14,290
04-30-98                   $13,612                            $16,776
10-31-98                   $12,157                            $15,111
06-30-99                   $15,682                            $17,362

This graph shows the value of a hypothetical  $10,000 investment in the Fund and
the Russell Midcap Value Index.  The index is an unmanaged group of stocks whose
total  return  includes  the  reinvestment  of any  dividends  and capital  gain
distributions,  but does not  reflect  expenses  which have  lowered  the Fund's
return.  THE FUND'S RETURN REPRESENTS PAST PERFORMANCE AND IS NOT A GUARANTEE OF
FUTURE RESULTS.


- ---------------------------------------- ------------------ --------------------
                                          One Year Total    Total Average Annual
                                              Return            Return Since
                                                                 Inception
Fund / Index                                                   August 5, 1996
- ---------------------------------------- ------------------ --------------------
IMS Capital Value Fund                        18.57%                16.78%
- ---------------------------------------- ------------------ --------------------
Value Line Index                              10.41%                20.80%
- ---------------------------------------- ------------------ --------------------
Russell Mid-Cap Value Index                    5.63%                20.92%
- ---------------------------------------- ------------------ --------------------
S&P 500 Index                                 22.76%                28.93%
- ---------------------------------------- ------------------ --------------------

The Value Line,  Russell  Mid-Cap Value and S&P 500 indexes shown are all widely
used benchmarks each representing an unmanaged group of stocks.  Returns for the
indexes do not reflect  expenses which have lowered the Fund's  return.  Returns
for the Value Line Index do not reflect the reinvestment of dividends or capital
gains.  Returns for the Russell Mid-Cap Value and S&P 500 indexes do reflect the
reinvestment of both dividends and capital gain distributions.

Large  discrepancies exist between the make up of the S&P 500 Index and the Fund
which make comparisons inappropriate, in the opinion of the Fund's advisor, with
the most significant  discrepancy being the large-cap growth  orientation of the
S&P 500 Index vs the Fund's mid-cap value  characteristics.  Therefore,  the S&P
500 Index  will no longer be used in future  comparisons.  The  Russell  Mid-Cap
Value  and Value  Line  indexes  make for more  appropriate  benchmarks  as they
represent the performance  stocks more similar in characteristics to that of the
Fund.


<PAGE>

IMS Capital Value Fund
Schedule of Investments - June 30, 1999
<TABLE>
<S>                                                            <C>                      <C>

Common Stocks - 98.3%                                             Shares                        Value

BASIC INDUSTRIES - 6.7%
Iron & Steel - 3.2%
USX-U.S. Steel Group                                              14,000                     $ 378,000
                                                                                          -------------
Metals & Mining - 1.4%
Newmont Mining Corp.                                               8,000                       159,000
                                                                                          -------------
Packaging & Containers - 2.1%
Crown Cork & Seal, Inc.                                            8,500                       242,250
                                                                                          -------------
   TOTAL  BASIC  INDUSTRIES                                                                    779,250
                                                                                          -------------
DURABLES - 5.2%
Textiles & Apparel - 5.2%
Fruit of the Loom, Inc. - Class A (a)                             20,000                       195,000
Nike, Inc. - Class B                                               6,500                       411,531
                                                                                          -------------
                                                                                               606,531
                                                                                          -------------
ENERGY - 6.6%
Oil & Gas - 6.6%

Diamond Offshore Drilling, Inc.                                   12,000                       340,500
Pennzoil-Quaker State, Inc.                                       28,000                       420,000
                                                                                          -------------
                                                                                               760,500
                                                                                          -------------
FINANCE - 7.2%
Banks - 3.7%
Citigroup, Inc.                                                    9,000                       427,500
                                                                                          -------------
Securities Industry - 3.5%
T. Rowe Price Associates                                          10,500                       402,938
                                                                                          -------------
   TOTAL  FINANCE                                                                              830,438
                                                                                          -------------
HEALTH - 11.3%
Diversified - 2.7%
American Home Products, Inc.                                       5,500                       316,250

Drugs & Pharmaceuticals - 5.0%
Amgen, Inc. (a)                                                    3,000                       182,625
IVAX Corp. (a)                                                    28,000                       395,500
                                                                                          -------------
                                                                                               578,125
                                                                                          -------------
Managed Care - 2.0%
Pacificare Health Systems, Inc. - Class A (a)                      3,300                       237,394

Medical Facilities Management - 1.6%
Columbia / HCA Healthcare Corp.                                    8,000                       182,500
                                                                                          -------------

   TOTAL  HEALTH                                                                             1,314,269
                                                                                          -------------

See accompanying notes which are an integral part of the financial statements

<PAGE>

IMS Capital Value Fund
Schedule of Investments - June 30, 1999 - continued

Common Stocks - continued                                         Shares                        Value

INDUSTRIAL MACHINERY & EQUIPMENT - 8.3%
Electrical Equipment - 4.3%
American Power Conversion, Inc. (a)                               25,000                     $ 503,125
                                                                                          -------------
Pollution Control - 4.0%
Waste Management                                                   8,600                       462,250
                                                                                          -------------
   TOTAL  INDUSTRIAL  MACHINERY  &  EQUIPMENT                                                  965,375
                                                                                          -------------
MEDIA & LEISURE - 2.4%
Leisure Durables & Toys - 2.4%
Marvel Enterprises, Inc. (a)                                      37,000                       272,875
                                                                                          -------------
NON-DURABLES - 9.3%
Beverages - 3.2%
PepsiCo, Inc.                                                      9,500                       367,531
                                                                                          -------------
Foods - 2.3%
Nabisco Group Holdings                                            14,000                       273,875
                                                                                          -------------
Household Products - 3.8%
Kimberly-Clark Group                                               5,000                       285,000
Sunbeam Corp. (a)                                                 20,000                       158,750
                                                                                          -------------
                                                                                               443,750
                                                                                          -------------
   TOTAL  NON-DURABLES                                                                       1,085,156
                                                                                          -------------
RETAIL & WHOLESALE - 7.5%
Specialty - 7.5%
OfficeMax, Inc. (a)                                               38,000                       456,000
Toys R Us, Inc. (a)                                               20,000                       413,750
                                                                                          -------------
                                                                                               869,750
                                                                                          -------------
SERVICES - 5.1%
Services - 5.1%
Block (H&R)                                                        9,000                       450,000
Olsten Corp.                                                      23,000                       145,187
                                                                                          -------------
                                                                                               595,187
                                                                                          -------------
TECHNOLOGY - 16.0%
Communications Equipment - 2.4%
Motorola, Inc.                                                     3,000                       284,250
                                                                                          -------------
Computer Services & Software - 10.0%
Electronic Data Systems Corp.                                      7,500                       424,219
                                                                                          -------------
Oracle Corp. (a)                                                   8,000                       297,000
Symantec Corp. (a)                                                17,000                       433,500
                                                                                          -------------
                                                                                             1,154,719
                                                                                          -------------

See accompanying notes which are an integral part of the financial statements

<PAGE>

IMS Capital Value Fund
Schedule of Investments - June 30, 1999 - continued

Common Stocks - continued                                         Shares                        Value

TECHNOLOGY - continued
Electronics - 3.6%
Intel Corp.                                                        7,000                     $ 416,500
                                                                                          -------------
   TOTAL  TECHNOLOGY                                                                         1,855,469
                                                                                          -------------
TRANSPORTATION - 2.8%
Trucking & Freight - 2.8%
FDX Corp. (a)                                                      6,000                       325,500
                                                                                          -------------
UTILITIES - 9.9%
Cellular - 2.5%
Paging Network, Inc. (a)                                          60,000                       288,750
                                                                                          -------------
Electric Utility - 3.3%
Niagara Mohawk Holdings, Inc. (a)                                 24,000                       385,500
                                                                                          -------------
Telephone Services - 4.1%
AT&T Corp.                                                         8,500                       474,406
                                                                                          -------------
   TOTAL  UTILITIES                                                                          1,148,656
                                                                                          -------------

TOTAL COMMON STOCKS (Cost $9,336,148)                                                       11,408,956
                                                                                          -------------
                                                                Principal
                                                                  Value                         Value
Money Market Securities - 1.7%
Firstar Treasury Fund, 3.98% (b) (Cost $193,850)                $193,850                       193,850
                                                                                          -------------

TOTAL INVESTMENTS - 100.0% (Cost $9,529,998)                                                11,602,806
                                                                                          -------------
Other assets less liabilities - 0.0%                                                             5,085
                                                                                          -------------
TOTAL NET ASSETS - 100.0%                                                                 $ 11,607,891
                                                                                          =============
</TABLE>

(a) Non-income producing
(b) Variable rate  security;  the coupon rate shown  represents the rate at
    June 30, 1999.

See accompanying notes which are an integral part of the financial statements

<PAGE>

IMS Capital Value Fund                                             June 30, 1999
Statement of Assets & Liabilities

Assets
Investment in securities (cost $9,529,998)                         $ 11,602,806
Receivable for fund shares sold                                          12,609
Receivable from advisor                                                   6,400
Dividends receivable                                                      7,555
Interest receivable                                                         357
Deferred organization costs                                              14,710
                                                                   -------------
   Total assets                                                      11,644,437

Liabilities
Accrued investment advisory fee payable                  $ 23,893
Payable for fund shares redeemed                            1,026
Other payables and accrued expenses                        11,627
                                                    --------------

   Total liabilities                                                     36,546
                                                                   -------------

Net Assets                                                         $ 11,607,891
                                                                   =============

Net Assets consist of:
Paid in capital                                                     $ 8,414,349
Accumulated undistributed net realized gain on investments            1,123,819
Accumulated net realized gain (loss) on options transactions             (3,085)
Net unrealized appreciation on investments                            2,072,808
                                                                   -------------

Net Assets, for 797,094 shares                                     $ 11,607,891
                                                                   =============

Net Asset Value

Offering price and redemption price per share ($11,607,891/797,094)     $ 14.56
                                                                   =============

See accompanying notes which are an integral part of the financial statements

<PAGE>

IMS Capital Value Fund
Statement of Operations for the
   eight months ended June 30, 1999

Investment Income
Dividend income                                                       $ 113,103
Interest income                                                           8,222
                                                                   -------------
Total Income                                                            121,325


Expenses
Investment advisory fee                                  $124,449
Administration fees                                        20,000
Transfer agent fees                                        14,515
Pricing & bookkeeping fees                                 11,536
Audit fees                                                  6,638
Legal fees                                                  4,613
Custodian fees                                              4,172
Amortization of organizational expenses                     3,127
Shareholder reports                                         2,802
Trustees' fees                                              1,357
Registration fees                                           1,105
Miscellaneous                                               1,314
                                                    --------------
Total expenses before reimbursement                       195,628
Waived fees and reimbursed expenses                       (71,268)
                                                    --------------

Total operating expenses                                                124,360
                                                                   -------------
Net Investment Income (Loss)                                             (3,035)
                                                                   -------------

Realized & Unrealized Gain (Loss)
Net realized gain on investment securities              1,172,251
Net realized gain (loss) on options transactions            2,923
Change in net unrealized appreciation (depreciation)
   on investment securities                             1,803,897
                                                    --------------
Net gain on investment securities                                     2,979,071
                                                                   -------------
Net increase in net assets resulting from operations                $ 2,976,036
                                                                   =============

See accompanying notes which are an integral part of the financial statements

<PAGE>

IMS Capital Value Fund
Statement of Changes in Net Assets

                                             Eight Months             Year
                                                Ended                 Ended
                                               June 30,             October 31,
                                                 1999                  1998
                                            --------------        --------------
Increase (Decrease) in Net Assets
Operations
   Net investment income (loss)                 $ (3,035)            $ (60,430)
   Net realized gain on
     investment securities                     1,172,251                26,314
   Net realized gain on
     options transactions                          2,923                     -
   Net realized gain (loss) on
     options transactions                              -                (6,008)
   Change in net unrealized
     appreciation (depreciation)               1,803,897                69,368
                                            --------------        --------------
   Net increase in net assets
     resulting from operations                 2,976,036                29,244
                                            --------------        --------------
Distributions to shareholders
   Return of capital                                   -               (25,273)
   From net realized gain                              -              (682,377)
                                            --------------        --------------
   Total distributions                                 -              (707,650)
                                            --------------        --------------
Share Transactions
   Net proceeds from sale of shares              607,468             3,955,446
   Shares issued in reinvestment of
     distributions                                     -               702,348
   Shares redeemed                            (3,499,602)           (2,387,348)
                                            --------------        --------------
Net increase (decrease) in net assets resulting
   from share transactions                    (2,892,134)            2,270,446
                                            --------------        --------------
   Total increase in net assets                   83,902             1,592,040

Net Assets
   Beginning of period                        11,523,989             9,931,949
                                            --------------        --------------

   End of period [including accumulated
      undistributed net investment income
      (loss) of $0, and $0, respectively]   $ 11,607,891          $ 11,523,989
                                            ==============        ==============

See accompanying notes which are an integral part of the financial statements

<PAGE>

IMS Capital Value Fund
Financial Highlights
<TABLE>
<S>                                      <C>            <C>            <C>            <C>

                                          Eight months                                    Period
                                             ended                                        ended
                                            June 30,        Years ended October 31,     October 31,
                                              1999           1998           1997           1996 (c)
                                          ------------   ------------   ------------   ------------
Selected Per Share Data
Net asset value, beginning of period        $ 11.28        $ 12.06        $ 10.76        $ 10.00
                                          ------------   ------------   ------------   ------------
Income from investment operations:
  Net investment income (loss)                    -          (0.06)         (0.08)         (0.01)
  Net realized and unrealized gain             3.28           0.12           1.38           0.77
                                          ------------   ------------   ------------   ------------
Total from investment operations               3.28           0.06           1.30           0.76
                                          ------------   ------------   ------------   ------------
Less Distributions
  From net investment income                      -          (0.03)             -              -
  From net realized gain                          -          (0.81)             -              -
                                          ------------   ------------   ------------   ------------
Total Distributions                               -          (0.84)             -              -
                                          ------------   ------------   ------------   ------------
Net asset value, end of period              $ 14.56          11.28        $ 12.06        $ 10.76
                                          ============   ============   ============   ============


Total Return (b)                              29.08%          2.27%         12.08%          7.60%

Ratios and Supplemental Data
Net assets, end of period (000)              $11,608        $11,524         $9,932         $4,741
Ratio of expenses to average net assets        1.59% (a)      1.73%          1.97%          1.84% (a)

Ratio of expenses to average net assets
   before reimbursement                        2.50% (a)      2.34%          2.54%          3.92% (a)
Ratio of net investment income (loss) to
   average net assets                        (0.04)% (a)    (0.53)%        (0.64)%        (0.25)% (a)
Ratio of net investment income (loss) to
   average net assets before reimbursement   (0.95)% (a)    (1.14)%        (1.20)%        (2.32)% (a)

Portfolio turnover rate                       68.16% (a)     81.74%         34.76%          3.56% (a)
</TABLE>

(a) Annualized
(b) For periods of less than a full year, total returns are not annualized.
(c) August 5, 1996 (commencement of operations) to October 31, 1996

See accompanying notes which are an integral part of the financial statements

<PAGE>

                             IMS Capital Value Fund
                          Notes To Financial Statements
                                  June 30, 1999


NOTE 1.  ORGANIZATION

     IMS  Capital  Value  Fund  (the  "Fund")  is  organized  as a series of the
AmeriPrime  Funds, an Ohio business trust (the "Trust").  The Fund is registered
under the Investment Company Act of 1940, as amended, as a diversified, open-end
management  investment  company.  The Fund's investment  objective is to provide
long-term  growth.  The  Declaration  of Trust  permits the trustees to issue an
unlimited number of shares of beneficial interest of separate series without par
value. The Board of Trustees of the Trust (the "Board") approved a change in the
fiscal year-end of the Fund to June 30. Accordingly, the financial statements of
the fund are presented for the eight-month period ended June 30, 1999.


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  Valuation -  Securities  which are traded on any  exchange or on the
NASDAQ over-the-counter market are valued at the last quoted sale price. Lacking
a last sale price,  a security is valued at its last bid price except  when,  in
the  Advisor's  opinion,  the last bid price  does not  accurately  reflect  the
current value of the security.  All other securities for which  over-the-counter
market quotations are readily available are valued at their last bid price. When
market quotations are not readily available, and the Advisor determines the last
bid price does not  accurately  reflect  the  current  value or when  restricted
securities  are being valued,  such  securities are valued as determined in good
faith by the Advisor,  in conformity with  guidelines  adopted by and subject to
review of the Board.

     Fixed-income  securities  generally are valued by using market  quotations,
but may be valued on the basis of prices furnished by a pricing service when the
Advisor believes such prices  accurately  reflect the fair market values 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. When prices are not readily available from
a pricing service,  or when restricted or illiquid  securities are being valued,
securities  are valued at fair value as determined in good faith by the Advisor,
subject  to  review  of  the  Board.   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.

<PAGE>

                             IMS Capital Value Fund
                          Notes To Financial Statements
                            June 30, 1999 - continued


NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - continued

Federal  Income  Taxes - The Fund  intends to qualify  each year as a "regulated
investment  company" under the Internal Revenue Code of 1986, as amended.  By so
qualifying,  the Fund will not be subject to federal  income taxes to the extent
that it  distributes  substantially  all of its net  investment  income  and any
realized capital gains.

Dividends and  Distributions - The Fund intends to distribute  substantially all
of its net  investment  income as  dividends  to its  shareholders  on an annual
basis.  The Fund intends to distribute  its net long-term  capital gains and its
net short-term capital gains at least once a year.

Other - 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.


NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

     The Fund retains IMS Capital Management, Inc. (the "Advisor") to manage the
Fund's  investments.  Carl W. Marker,  Chairman and President of the Advisor, is
primarily responsible for the day to day management of the Fund's portfolio.


     Under the terms of the management agreement, (the "Agreement"), the Advisor
manages the Fund's investments subject to approval of the Board of Trustees.  As
compensation  for its  management  services,  the Fund is  obligated  to pay the
Advisor a fee computed  and accrued  daily and paid monthly at an annual rate of
1.59% of the average daily net assets of the Fund. Through October 31, 1999, the
Advisor has  voluntarily  agreed to waive the management fee to a rate of 1.26%.
For the  eight-month  period  ended June 30, 1999 the Advisor  received  fees of
$124,449 from the Fund. The Advisor has  voluntarily  agreed to reimburse  other
expenses  for the Fund  through  October  31,  1999 to the extent  necessary  to
maintain  total  operating  expenses at the rate of 1.59%.  For the  eight-month
period ended June 30, 1999 the  Advisor waived  fees and reimbursed  expenses of
$71,268.  There  is no  assurance that  such  arrangement  will continue  in the
future.


     The Fund retains AmeriPrime Financial Services,  Inc. (the "Administrator")
to manage the Fund's business  affairs and provide the Fund with  administrative
services,  including all regulatory reporting and necessary office equipment and
personnel.  For the  eight-month  period  ended June 30, 1999 the  Administrator
received fees of $20,000 from the Advisor for  administrative  services provided
to the Fund.

<PAGE>

                             IMS Capital Value Fund
                          Notes To Financial Statements
                            June 30, 1999 - continued


NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - continued

     The Fund retains AmeriPrime Financial Securities,  Inc. (the "Distributor")
to act as the principal distributor of the Fund's shares. There were no payments
made to the Distributor for the eight-month  period ended June 30, 1999. Certain
members of management of the  Administrator and the Distributor are also members
of management of the AmeriPrime Trust.


NOTE 4.  SHARE TRANSACTIONS

     As of June 30, 1999, there was an unlimited number of authorized shares for
the Fund. Paid in capital at June 30, 1999 was $8,414,349.

     Transactions in shares were as follows:

                         Eight Months ended                 Year ended
                            June 30, 1999                October 31, 1998
                        Shares        Dollars          Shares         Dollars

Shares sold            45,949        $607,468          338,518       $3,955,446

Shares issued in
    reinvestment            -               -           65,032          702,348

Shares redeemed      (270,632)     (3,499,602)        (205,539)      (2,387,348)
                      -------       ---------          -------        ---------
                     (224,683)    $(2,892,134)         198,011       $2,270,446
                      =======       =========          =======        =========


NOTE 5. INVESTMENTS

     For the  eight-month  period  ended June 30, 1999,  purchases  and sales of
investment securities, other than short-term investments,  aggregated $5,142,408
and  $8,023,641,   respectively.  The  gross  unrealized  appreciation  for  all
securities  totaled  $2,416,771 and the gross  unrealized  depreciation  for all
securities totaled $343,963 for a net unrealized appreciation of $2,072,808. The
aggregate  cost of securities  for federal  income tax purposes at June 30, 1999
was $9,529,998.

<PAGE>

                             IMS Capital Value Fund
                          Notes To Financial Statements
                            June 30, 1999 - continued


NOTE 6. ESTIMATES

     Preparation of financial  statements in accordance with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and liabilities and the reported  amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from those estimates.


NOTE 7.  RECLASSIFICATIONS

     In accordance  with SOP 93-2, the fund has recorded a  reclassification  in
the capital accounts.  As of June 30, 1999, the fund recorded permanent book/tax
differences of $3,035 from net investment loss to accumulated  undistributed net
realized gains.  This  reclassification  has no impact on the net asset value of
the fund and is designed generally to present  undistributed income and realized
gains on a tax basis which is considered to be more informative to shareholders.


NOTE 8. YEAR 2000 ISSUE

     Like  other  mutual  funds,   financial  and  business   organizations  and
individuals  around  the  world,  the Fund could be  adversely  affected  if the
computer systems used by the Advisor,  Administrator or other service  providers
do not properly process and calculate date related information and data from and
after  January 1, 2000.  This is  commonly  known as the "Year 2000  Issue." The
Advisor  and  Administrator  have taken steps that they  believe are  reasonably
designed to address the Year 2000 Issue with  respect to computer  systems  that
are used and to obtain  reasonable  assurances that  comparable  steps are being
taken by each of the Fund's  major  service  providers.  At this time,  however,
there can be no  assurance  that  these  steps will be  sufficient  to avoid any
adverse impact on the Fund. In addition,  the Advisor cannot make any assurances
that the Year 2000 Issue will not affect the companies in which the Fund invests
or worldwide markets and economies.

<PAGE>

Dear Fellow Shareholder,

It has not been an easy year for the Jumper Strategic  Advantage Fund due to the
increase in short-term interest rates and the unusual  characteristics of equity
markets.  While we are disappointed  with the Fund's results,  we are optimistic
about the  future.  Currently,  we feel there is  significant  value in the bond
market versus historical returns and we are well positioned to take advantage of
this situation.

Short Term Interest Rates

One contribution to the Fund under-performing our expectations and the benchmark
is the rise in short-term  interest  rates.  The 2-year Treasury yield increased
from 4.19% to 5.52%,  or an increase  of 133 basis  points.  The Fund's  average
maturity remained at one year during the past eight months.  The longer exposure
to the bond  market  versus the  90-day  Treasury  bill was also a  contributing
factor  in the  Fund's  under-performance.  Looking  forward,  we feel  that the
Federal Reserve is finished raising  interest rates.  This will allow us to lock
rates in the current  environment as we expect  short-term rates to decline over
the next year.

Market Neutral Funds

Market Neutral  strategies have  experienced an  exceptionally  difficult period
over the past year. The market neutral funds invested in by the Jumper Strategic
Advantage Fund employ a value-based stock picking  approach.  Throughout most of
the  year,  large  capitalization  stocks  have  provided  much of the  market's
leadership.  Investors have been buying the most  expensive  stocks and ignoring
the undervalued more reasonably priced names. In addition, there has been little
or no relationship  between historical  measures of value and stock performance.
We are  disappointed  in the  market  neutral  performance;  however  we are not
surprised,  due to the  irrational  characteristics  of recent  equity  markets.
Although we have confidence in market neutral funds, they provided more exposure
to equity  markets than  expected.  Also, we currently  feel the market  neutral
funds are not meeting the investment objective of The Jumper Strategic Advantage
Fund.  Therefore,  we have decided to liquidate our positions in market  neutral
funds and focus on the fixed income markets.

Performance

As previously mentioned,  the Fund's longer exposure in the bond markets and the
disappointing  performance  of the  market  neutral  funds  hampered  The Jumper
Strategic  Advantage  Fund's total return.  For the period ending June 30, 1999,
the Fund had a total return of .51%.  The total  return for the Lehman  Brothers
1-Year Treasury Bellwether Government Index for the same period was 2.61%.

<PAGE>

                      Returns for the Period ended June 30, 1999

                                                          Since Inception --
 Fund / Index                         Six Months           October 26, 1998
 ------------                         ----------          ------------------
 Jumper Strategic Advantage Fund        (0.48)%                  0.51%
 Lehman Brothers 1-Year Treasury
   Bellwether Government Index           2.25%                   2.61%

Chart

                     Jumper Strategic           Lehman Brothers 1-Year Treasury
Date                  Advantage Fund              Bellwether Government Index
10-26-98               $10,000.00                          $10,000.00
10-31-98               $10,050.00                          $10,000.00
11-30-98               $10.050.00                          $10,002.00
12-31-98               $10,100.00                          $10,035.01
01-31-99               $10,100.00                          $10,074.14
02-28-99               $10,500.00                          $10,085.22
03-31-99               $10,067.59                          $10,145.74
04-30-99               $ 9,994.41                          $10,183.28
05-31-99               $10,022.60                          $10,211.79
06-30-99               $10,051.11                          $10,260.81

This graph shows compares the value of a $10,000  investment in the Fund and the
Lehman Brothers 1-Year Treasury Bellwether  Government Index on October 26, 1998
and held through June 30, 1999. The Lehman Brothers  1-Year Treasury  Bellwether
Government  Index is an unmanaged  index  representative  of the average current
1-year  Treasury Bill;  the source of the index is Lehman  Brothers Fixed Income
Research Global Family of Indices.  The index return does not reflect  expenses,
which have been deducted from the Fund's  return.  THE FUND'S RETURN  REPRESENTS
PAST PERFORMANCE AND IS NOT A GUARANTEE OF FUTURE RESULTS.

Forward Outlook

Looking  forward,  we will continue to seek to provide our  shareholders  with a
total return above  traditional  money market funds. The market neutral strategy
will be replaced primarily with short-term fixed income products.  We would like
to thank you for your continued support. We are delighted by your confidence and
look forward to serving your investment needs

Please feel free to contact us with you questions or comments.

Sincerely,



Jay Jumper
President

<PAGE>

Jumper Strategic Advantage Fund
Schedule of Investments - June 30, 1999
<TABLE>
<S>                                                            <C>                          <C>

Mutual Funds - 22.9%                                               Shares                         Value

Barr Rosenberg Market Neutral Fund                                 15,481                      $ 133,144
Barr Rosenberg Select Sectors Fund                                 14,949                        154,724
Euclid Market Neutral Fund Class I                                 13,751                        141,638
James Market Neutral Fund                                             130                          1,207
Puget Sound Market Neutral Fund                                    13,063                        126,317
                                                                                              -----------
TOTAL MUTUAL FUNDS (Cost $583,834)                                                               557,030
                                                                                              -----------
Investment Limited Partnerships - 6.2%
Infinity Market Neutral Fund (Jumper Strategic
   Advantage Fund owns 2.6% of this
   partnership) (Cost $175,000)                                      --                          150,041
                                                                                              -----------
                                                                 Principal
Corporate Notes - 68.6%                                            Amount

Carnival Corp., 5.65%, 10/15/00                                 $ 200,000                        198,804
Delta Air Lines, Inc., 9.75%, 1/2/00                              162,000                        164,385
Fingerhut Cos., 7.375%, 9/15/99                                   250,000                        250,466
Fleet Mortgage Group, Inc., 6.50%, 6/15/00                        200,000                        200,361
Heller Financial, Inc., 6.42%, 8/25/00                            250,000                        250,520
International Lease Finance Corp., 7%, 5/15/00                    200,000                        201,823
Paine Webber Group, Inc., 6.585%, 7/23/01                         200,000                        199,081
Reebok International Ltd., 6.75%, 5/15/00                         200,000                        201,071
                                                                                              -----------
TOTAL CORPORATE NOTES (Cost $1,677,210)                                                        1,666,511
                                                                                              -----------
Money Market Securities - 1.1%
Firstar Treasury Fund, 3.98% (a) (Cost $27,395)                    27,395                         27,395
                                                                                              -----------
TOTAL INVESTMENTS - 98.8% (Cost $2,463,439)                                                    2,400,977
                                                                                              -----------
Other assets less liabilities - 1.2%                                                              28,164
                                                                                              -----------
TOTAL NET ASSETS - 100.0%                                                                    $ 2,429,141
                                                                                              ===========
</TABLE>


(a) Variable rate  security;  the coupon rate shown  represents the rate at
    June 30, 1999

See accompanying notes which are an integral part of the financial statements

<PAGE>

Jumper Strategic Advantage Fund                                   June 30, 1999
Statement of Assets & Liabilities

Assets
Investment in securities (cost $2,463,439)                          $ 2,400,977
Interest receivable                                                      30,122
                                                                    ------------
   Total assets                                                       2,431,099

Liabilities
Accrued investment advisory fee payable                    $ 1,958
                                                          ---------

   Total liabilities                                                     1,958
                                                                    ------------

Net Assets                                                          $ 2,429,141
                                                                    ============

Net Assets consist of:
Paid in capital                                                     $ 2,536,149
Accumulated net realized gain (loss) on investments                     (44,546)
Net unrealized depreciation on investments                              (62,462)
                                                                    ------------

Net Assets, for 1,236,575 shares                                    $ 2,429,141
                                                                    ============

Net Asset Value

Net Assets
Offering price and redemption price per share ($2,429,141/1,236,575)     $ 1.96
                                                                      ==========

See accompanying notes which are an integral part of the financial statements

<PAGE>

Jumper Strategic Advantage Fund
Statement of Operations for the period October 26, 1998
   (Commencement of Operations) to June 30, 1999

Investment Income
Dividend income                                                        $ 14,689
Interest income                                                         137,553
                                                                    ------------
Total Income                                                            152,242


Expenses
Investment advisory fee                                   $ 24,563
Federal excise tax                                           1,878
Trustees' fees                                               1,392
                                                        -----------
Total expenses before reimbursement                         27,833
Reimbursed expenses                                         (3,270)
                                                        -----------
Total operating expenses                                                 24,563
                                                                    ------------
Net Investment Income                                                   127,679
                                                                    ------------

Realized & Unrealized Gain (Loss)
Net realized gain (loss) on investment securities          (44,546)
Change in net unrealized appreciation (depreciation)
   on investment securities                                (62,462)
                                                        -----------
Net gain (loss) on investment securities                               (107,008)
                                                                    ------------
Net increase in net assets resulting from operations                   $ 20,671
                                                                    ============

See accompanying notes which are an integral part of the financial statements

<PAGE>

Jumper Strategic Advantage Fund
Statement of Changes in Net Assets for the period October 26, 1998 (Commencement
   of Operations) to June 30, 1999


Increase (Decrease) in Net Assets
Operations
   Net investment income                                              $ 127,679
   Net realized gain (loss) on investment securities                    (44,546)
   Change in net unrealized appreciation (depreciation)                 (62,462)
                                                                    ------------
   Net increase in net assets resulting from operations                  20,671
                                                                    ------------
Distributions to shareholders
   From net investment income                                          (127,679)
                                                                    ------------
Share Transactions
   Net proceeds from sale of shares                                   5,408,500
   Shares issued in reinvestment of distributions                       127,679
   Shares redeemed                                                   (3,000,030)
                                                                    ------------
Net increase in net assets resulting
   from share transactions                                            2,536,149
                                                                    ------------
   Total increase in net assets                                       2,429,141
                                                                    ------------

Net Assets
   Beginning of period                                                       -
                                                                    ------------
   End of period                                                    $ 2,429,141
                                                                    ============

See accompanying notes which are an integral part of the financial statements

<PAGE>

Jumper Strategic Advantage Fund
Financial Highlights for the period October 26, 1998
   (Commencement of Operations) to June 30, 1999




Selected Per Share Data
Net asset value, beginning of period                      $ 2.00
                                                   --------------
Income from investment operations
   Net investment income                                    0.05
   Net realized and unrealized gain (loss)                 (0.04)
                                                   --------------
Total from investment operations                            0.01
                                                   --------------
Less distributions
   from net investment income                              (0.05)
                                                   --------------

Net asset value, end of period                            $ 1.96
                                                   ==============

Total Return (b)                                           0.51%

Ratios and Supplemental Data
Net assets, end of period (000)                           $2,429
Ratio of expenses to average net assets                    0.75%  (a)
Ratio of expenses to average net assets
   before reimbursement                                    0.85%  (a)
Ratio of net investment income to
   average net assets                                      3.89%  (a)
Ratio of net investment income to
   average net assets before reimbursement                 3.79%  (a)
Portfolio turnover rate                                  255.18%  (a)

(a)  Annualized
(b) For periods of less than a full year, total returns are not annualized.

See accompanying notes which are an integral part of the financial statements

<PAGE>

                         Jumper Strategic Advantage Fund
                          Notes To Financial Statements
                                  June 30, 1999

NOTE 1.  ORGANIZATION

     Jumper  Strategic  Advantage Fund (the "Fund") was organized as a series of
the AmeriPrime Funds, an Ohio business trust (the "Trust"), on February 26, 1998
and commenced  operations on October 26, 1998. The Fund is registered  under the
Investment  Company  Act  of  1940,  as  amended,  as  a  diversified,  open-end
management  investment  company,  whose  investment  objective  is to  provide a
greater  total  return than may  generally be earned in money market funds while
attempting  to limit  general  market  risk.  The Trust  Agreement  permits  the
trustees  to issue an  unlimited  number  of shares of  beneficial  interest  of
separate  series  without par value.  The Fund  currently  offers two classes of
shares:  Institutional Class and Investor Class; only Institutional Class shares
of the Fund were outstanding as of June 30, 1999.

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  Valuation - Securities  are valued  primarily on market  quotations,
where available.  Securities for which current market quotations are not readily
available, including the current market value of underlying funds, are valued at
fair value as  determined  in good faith by  procedures  approved  by the Fund's
board of  trustees.  Short-term  investments  maturing in sixty days or less are
valued at amortized cost, which approximates fair market value.

Federal  Income  Taxes - The Fund  intends to qualify  each year as a "regulated
investment  company" under the Internal Revenue Code of 1986, as amended.  By so
qualifying,  the Fund will not be subject to federal  income taxes to the extent
that it  distributes  substantially  all of its net  investment  income  and any
realized  capital  gains.  The Fund intends to pay dividends to avoid all income
and excise  taxes;  however,  the Fund paid a small  excise tax for the  taxable
period October 26, 1998 (commencement of operations) to December 31, 1998.

Dividends and  Distributions - The Fund intends to distribute  substantially all
of its net investment  income as dividends to its  shareholders on a daily basis
and to pay such  dividends  monthly.  The Fund  intends  to  distribute  its net
long-term  capital  gains and its net short term  capital  gains at least once a
year.

Other - 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.

<PAGE>

                         Jumper Strategic Advantage Fund
                          Notes To Financial Statements
                            June 30, 1999 - continued


NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

     The Fund  retains The Jumper  Group,  Inc.  (the  "Advisor")  to manage the
Fund's  investments.  Jay  Colton  Jumper,  the  Fund's  portfolio  manager,  is
primarily responsible for the day to day management of the Fund's portfolio.

     Under the terms of the management agreement, (the "Agreement"), the Advisor
manages the Fund's investments  subject to approval of the Board of Trustees and
pays all expenses of the Fund except  brokerage  commissions,  taxes,  interest,
fees and expenses of non-interested person trustees, and extraordinary expenses.
As  compensation  for its  management  services and  agreement to pay the Fund's
expenses,  the Fund is  obligated  to pay the Advisor a fee computed and accrued
daily and paid  monthly  at an  annual  rate of 0.75% of the  average  daily net
assets of the Fund. It should be noted that most investment  companies pay their
own  operating  expenses  directly,  while the  Fund's  expenses,  except  those
specified above,  are paid by the Advisor.  For the period from October 26, 1998
(commencement  of operations)  through June 30, 1999, the Advisor has received a
fee of $24,563 from the Fund.  The Advisor has  voluntarily  agreed to reimburse
other expenses to the extent  necessary to maintain total operating  expenses at
the rate of 0.75%. For the period October 26, 1998  (commencement of operations)
through June 30, 1999, the Advisor  reimbursed  expenses of $1,392.  There is no
assurance that such reimbursement will continue in the future.

     The Fund retains AmeriPrime Financial Services,  Inc. (the "Administrator")
to manage the Funds  business  affairs and provide the Fund with  administrative
services,  including all regulatory reporting and necessary office equipment and
personnel.  For the period from October 26, 1998  (commencement  of  operations)
through  June 30,  1999,  the  Administrator  received  fees of $20,000 from the
Advisor for  administrative  services  provided to the Fund.  The  Administrator
reimbursed the Fund for federal excise taxes of $1,878.

     The Fund retains AmeriPrime Financial Securities, Inc. (the Distributor) to
act as the principal  distributor of the Fund's  shares.  There were no payments
made to the  Distributor for the period from October 26, 1998  (commencement  of
operations) to June 30, 1999. Certain members of management of the Administrator
and the Distributor are also members of management of the AmeriPrime Trust.


NOTE 4.  SHARE TRANSACTIONS

     As of June 30, 1999, there was an unlimited number of authorized shares for
the Fund. Paid in capital at June 30, 1999 was $2,536,149.

<PAGE>

                         Jumper Strategic Advantage Fund
                          Notes To Financial Statements
                            June 30, 1999 - continued


NOTE 4.  SHARE TRANSACTIONS - continued

     Transactions in shares were as follows:


                                 For the period October 26, 1998 (Commencement
                                        of Operations) to June 30, 1999

                                        Shares                 Dollars

Shares sold                           2,702,357               $5,408,500
Shares issued in
  reinvestment
  of dividends                           64,846                  127,679
Shares
  redeemed                           (1,530,628)              (3,000,030)
                                      ---------                ---------
                                      1,236,575               $2,536,149
                                      =========                =========


NOTE 5. INVESTMENTS

     For the period from October 26, 1998 (commencement of operations) through
June  30,  1999,  purchases  and  sales of  investment  securities,  other  than
short-term investments,  aggregated $6,983,478 and $4,474,556,  respectively. As
of June 30, 1999, the gross unrealized  appreciation for all securities  totaled
$2,562 and the gross unrealized  depreciation for all securities totaled $65,024
for a net unrealized  depreciation of $62,462.  The aggregate cost of securities
for federal income tax
purposes at June 30, 1999 was $2,463,439.


NOTE 6. ESTIMATES

     Preparation of financial  statements in accordance with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and liabilities and the reported  amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from those estimates.

<PAGE>

                         Jumper Strategic Advantage Fund
                          Notes To Financial Statements
                            June 30, 1999 - continued


NOTE 7. RELATED PARTY TRANSACTIONS

     The Advisor is not a registered  broker-dealer  of securities and thus does
not receive  commissions  on trades made on behalf of the Fund.  The  beneficial
ownership,  either  directly  or  indirectly,  of more  than  25% of the  voting
securities of a Fund creates a presumption of control of the Fund, under Section
2(a)(9) of the  Investment  Company Act of 1940. As of June 30, 1999, the Arthur
F. DeMoss Foundation beneficially owned more than 83% of the Fund.


NOTE 8. YEAR 2000 ISSUE

     Like  other  mutual  funds,   financial  and  business   organizations  and
individuals  around  the  world,  the Fund could be  adversely  affected  if the
computer systems used by the Advisor,  Administrator or other service  providers
do not properly process and calculate date-related information and data from and
after  January 1, 2000.  This is  commonly  known as the "Year 2000  Issue." The
Advisor  and  Administrator  have taken steps that they  believe are  reasonably
designed to address the Year 2000 Issue with  respect to computer  systems  that
are used and to obtain  reasonable  assurances that  comparable  steps are being
taken by each of the Fund's  major  service  providers.  At this time,  however,
there can be no  assurance  that  these  steps will be  sufficient  to avoid any
adverse impact on the Fund. In addition,  the Advisor cannot make any assurances
that the Year 2000 Issue will not affect the companies in which the Fund invests
or worldwide markets & economies.


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission