COLUMBIA PARTNERS
EQUITY FUND
Dear Fellow Shareholders:
We are pleased to present the investment results for the Columbia
Partners Equity Fund. The fund, which began operations on March 31, 1999, had a
return for the first six months of its existence of 9.4% versus a negative
return of 0.4% for the S&P 500.
Investment results since inception have been as follows:
2ND 3RD SINCE INCEPTION
QUARTER QUARTER 3/31/99 -
1999 1999 9/30/99
---------------------------------------------------------------
COLUMBIA PARTNERS
EQUITY FUND 9.8% (0.4)% 9.4%
S&P 500 7.0% (6.2)% (0.4)%
The stock market gave up some ground in the third quarter ending
September 30, 1999, which was not unreasonable given the gains of the first two
quarters of the year and the recent rise in interest rates. While economic
fundamentals remain positive, the Federal Reserve found it necessary to raise
short-term interest rates twice in a preemptive move against inflation.
Throughout the summer months, investors gravitated back into growth
stocks primarily in the technology sector, anticipating that this group would
have the best prospects for earnings growth over the near-term. Our emphasis on
technology stocks during this period helped the equity portfolio to strongly
outperform the benchmark S&P 500 Index.
In particular, our research pointed to a number of attractively valued
technology stocks with strong earnings prospects and we increased our emphasis
in this sector in the second quarter, and continued to add new companies during
the third quarter. Strong PERFORMERS INCLUDED MICROSOFT, INTEL, MICRON
TECHNOLOGY (SEMICONDUCTORS) AND EXAR (design telecommunications), beneficiaries
of CONTINUED GROWTH IN THE WIRELESS COMMUNICATIONS MARKET. REALNETWORKS, a
leading producer of media packets over the Internet, was also a standout.
Currently the portfolio is comprised of a well-diversified group of
stocks with an emphasis on those with reasonable valuations and good prospects
for strong revenue and earnings growth. In addition to technology, we currently
favor the consumer CYCLICAL SECTOR WITH POSITIONS IN HOME DEPOT AND COSTCO as
well as Internet related companies, a market segment that did not even exist a
few years ago. We remain optimistic that the bull market that began nearly
twenty years ago is still intact and that the correction that occurred last
quarter offered new opportunities for investments in the companies that will
shape the future of American business.
Very truly yours,
Terence W. Collins, President
<PAGE>
Columbia Partners Equity Fund
Schedule of Investments - September 30, 1999 (Unaudited)
Common Stock - 88.6% Shares Value
Apparel Stores - 1.8%
Chico's Fas, Inc.(a) 6,040 164,590
-----------------
Autos & Auto Parts - 1.1%
Gentex Corp.(a) 5,090 105,141
-----------------
Banks - 6.6%
Citigroup, Inc. 9,692 426,448
First Union Corp. 2,570 91,396
First Virginia Banks 2,205 96,055
-----------------
613,899
-----------------
Beverages - 2.0%
Coca Cola Co. 3,820 183,599
-----------------
Broadcasting - 2.9%
Cablevision Systems Corp. - Class A (a) 1,685 122,584
Cox Radio Inc. - Class A (a) 2,415 143,693
-----------------
266,277
-----------------
Building Supplies - 2.5%
Home Depot, Inc. 3,440 236,070
-----------------
Communications Equipment - 9.4%
Adaptec Inc.(a) 4,415 175,220
At Home Corp. - Class A(a) 2,360 97,792
EXAR Corp.(a) 4,435 166,035
Lucent Technologies, Inc. 3,235 209,871
Terayon Communications System (a) 2,920 142,715
Winstar Communications (a) 2,035 79,492
-----------------
871,125
-----------------
Computer Services & Software - 14.1%
Citrix Systems (a) 3,405 210,897
Digital Insight Corp. 180 2,700
EMC Corp(a) 2,175 155,377
Inktomi Corp.(a) 1,740 208,854
Internet Capital Group Inc.(a) 456 40,071
Loislaw.com, Inc. (a) 1,890 27,405
Microsoft, Inc. (a) 4,115 372,665
Rational Software (a) 3,481 101,899
Realnetworks Inc.(a) 1,850 193,441
-----------------
1,313,309
-----------------
Computers & Office Equipment - 6.9%
Broadcom Corp. - Class A (a) 1,235 134,615
Cisco Systems, Inc.(a) 2,050 140,553
International Business Machines, Inc. 1,900 230,612
Micron Technology 2,105 140,114
-----------------
645,894
-----------------
See accompanying notes which are an integral part of the financial statements
<PAGE>
Columbia Partners Equity Fund
Schedule of Investments - September 30, 1999 (Unaudited) - continued
Common Stocks - continued Shares Value
Department Stores - 2.2%
Dayton Hudson Corp. 3,400 $ 204,212
-----------------
Drugs & Pharmaceuticals - 1.6%
Priority Healthcare - Class B(a) 4,903 151,365
-----------------
Electronics - 7.2%
Dallas Semiconductor 2,895 154,702
Intel Corp. 3,525 261,952
Rambus Inc. (a) 1,535 101,694
Vitess Semiconductor(a) 1,740 148,552
-----------------
666,900
-----------------
General Merchandise Stores - 1.8%
Wal-Mart Stores, Inc. 3,440 163,615
-----------------
Grocery Stores - 3.0%
Safeway, Inc. (a) 7,345 279,569
-----------------
Health - Diversified - 7.2%
American Home Products, Inc. 3,435 142,553
Bristol-Myers Squibb, Inc. 3,820 257,850
Johnson & Johnson, Inc. 2,940 270,111
-----------------
670,514
-----------------
Home Furnishings - 0.9%
Furniture Brands International Inc. 4,095 80,620
-----------------
Manufacturers - Diversified - 2.1%
Textron, Inc. 2,510 194,211
-----------------
Medical Equipment & Supplies - 1.4%
Syborn International Corp. 4,715 126,716
-----------------
Oil & Gas - 3.1%
BJ Services(a) 4,530 144,111
Nabors Industries Inc. 5,945 148,625
-----------------
292,736
-----------------
Restaurants - 2.4%
McDonald's Corp. 5,225 224,675
-----------------
Retail & Wholesale, Misc. - 2.0%
Costco Wholesale Corp.(a) 2,615 188,280
-----------------
Savings & Loans - 3.4%
Roslyn Bancorp 6,565 117,349
Washington Mutual 6,935 202,849
-----------------
320,198
-----------------
See accompanying notes which are an integral part of the financial statements
<PAGE>
Columbia Partners Equity Fund
Schedule of Investments - September 30, 1999 (Unaudited) - continued
Common Stocks - continued Shares Value
Services - 1.3%
Orthodontic Centers of America (a) 7,140 $ 124,950
-----------------
Telephone Services - 1.7%
MCI WorldCom (a) 2,215 159,203
-----------------
Total Common Stock (Cost $8,230,881) 8,247,668
-----------------
Principal
Amount Value
Money Market Securities - 13.5%
Firstar Treasury Fund, 4.41% (b)
(Cost $1,252,301) $1,252,301 1,252,301
-----------------
TOTAL INVESTMENTS (Cost $9,483,182) - 102.1% 9,499,969
-----------------
Other assets less liabilities - (2.1)% (197,260)
-----------------
Total Net Assets - 100.0% $ 9,302,709
=================
(a) Non-income producing
(b) Variable rate security; the coupon rate shown represents the rate at
September 30, 1999.
See accompanying notes which are an integral part of the financial statements
<PAGE>
Columbia Partners Equity Fund September 30, 1999
Statement of Assets & Liabilities (Unaudited)
Assets
Investment in securities (cost $9,483,182) $ 9,499,969
Receivable for securities sold 173,861
Dividends receivable 3,170
Interest receivable 3,466
------------------
Total assets 9,680,466
Liabilities
Payable to custodian bank $ 2,456
Accrued investment advisory fee payable 9,104
Payable for securities purchased 366,197
-----------------
Total liabilities 377,757
------------------
Net Assets $ 9,302,709
==================
Net Assets consist of:
Paid in capital 9,040,311
Accumulated net investment income (loss) (2,973)
Accumulated undistributed net realized gain on investments 248,584
Net unrealized appreciation on investments 16,787
------------------
Net Assets, for 850,230 shares $ 9,302,709
==================
Net Asset Value
Offering price and redemption price per share
($9,302,709 / 850,230 ) $ 10.94
==================
See accompanying notes which are an integral part of the financial statements
<PAGE>
Columbia Partners Equity Fund
Statement of Operations - Six months ended September 30, 1999 (Unaudited)
Investment Income
Dividend income $ 21,977
Interest income 16,418
---------------
Total Income 38,395
Expenses
Investment advisory fee $ 41,368
Trustees' fees 565
------------------
Total expenses before reimbursement 41,933
Reimbursed expenses (565)
------------------
Total operating expenses 41,368
---------------
Net Investment Income (Loss) (2,973)
---------------
Realized & Unrealized Gain (Loss)
Net realized gain on investment securities 248,584
Change in net unrealized appreciation (depreciation)
on investment securities 16,787
---------------
Net gain on investment securities 265,371
---------------
Net increase in net assets resulting from operations $ 262,398
===============
See accompanying notes which are an integral part of the financial statements
<PAGE>
Columbia Partners Equity Fund
Statement of Changes in Net Assets
Six months ended September 30, 1999 (Unaudited)
Increase (Decrease) in Net Assets
Operations
Net investment income (loss) $ (2,973)
Net realized gain on investment securities 248,584
Change in net unrealized appreciation (depreciation) 16,787
---------------
Net increase in net assets resulting from operations 262,398
---------------
Share Transactions
Net proceeds from sale of shares 9,112,341
Shares redeemed (173,030)
---------------
Net increase in net assets resulting
from share transactions 8,939,311
---------------
Total increase in net assets 9,201,709
---------------
Net Assets
Beginning of period 101,000
---------------
End of period [including accumulated net
investment loss of $2,973] $ 9,302,709
===============
See accompanying notes which are an integral part of the financial statements
<PAGE>
Columbia Partners Equity Fund
Financial Highlights - Six months ended September 30, 1999 (Unaudited)
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 0.94
--------------
Total from investment operations 0.94
--------------
Net asset value, end of period $ 10.94
==============
Total Return (b) 9.40%
Ratios and Supplemental Data
Net assets, end of period (000) $9,303
Ratio of expenses to average net assets 1.20% (a)
Ratio of expenses to average net assets
before reimbursement 1.22% (a)
Ratio of net investment income (loss) to
average net assets (0.09)% (a)
Ratio of net investment income (loss) to
average net assets before reimbursement (0.10)% (a)
Portfolio turnover rate 178.51% (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>
COLUMBIA PARTNERS EQUITY FUND
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 (UNAUDITED)
NOTE 1. ORGANIZATION
Columbia Partners Equity Fund (the "Fund") was organized as a series of the
AmeriPrime Funds, an Ohio business trust (the "Trust"), on February 2, 1999 and
commenced operations on March 31, 1999. 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 growth. 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>
COLUMBIA PARTNERS EQUITY FUND
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 (UNAUDITED) - 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 at least 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 Columbia Partners, L.L.C. (the "Advisor") to manage the
Fund's investments. The Advisor was organized as an independent limited
liability company owned 50% by its employees and 50% by Galway Capital
Management, L.L.C., a venture capital firm. The Advisor was organized in 1995.
The investment decisions for the Fund are made by a team 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 six-month period
ended September 30, 1999 the Advisor received a fee of $41,368 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
six-month period ended September 30, 1999, the Advisor reimbursed expenses of
$565. There is no assurance that such reimbursement will continue in the future.
<PAGE>
COLUMBIA PARTNERS EQUITY FUND
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 (UNAUDITED) - 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 six-month period ended September 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 for the six-month period ended September 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 September 30, 1999, there was an unlimited number of authorized
shares for the Fund. Paid in capital at September 30, 1999 was $9,040,311.
Transactions in shares were as follows:
For the six-month period ended
September 30, 1999
Shares Dollars
Shares sold 855,806 $9,112,341
Shares redeemed (15,576) (173,030)
------- ----------
840,130 8,939,311
======= ==========
NOTE 5. INVESTMENTS
For the six-month period ended September 30, 1999, purchases and sales of
investment securities, other than short-term investments, aggregated $13,092,556
AND $5,110,258, respectively. As of September 30, 1999, the gross unrealized
appreciation for all securities totaled $586,509 and the gross unrealized
depreciation for all securities totaled $569,722 for a net unrealized
appreciation of $16,787. The aggregate cost of securities for federal income tax
purposes at September 30, 1999 was $9,483,182.
<PAGE>
COLUMBIA PARTNERS EQUITY FUND
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 (UNAUDITED) - 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 September 30, 1999, Michael
F. Horn, Sr. beneficially owned more than 27% of the Fund.
<PAGE>
Martin Capital Austin Opportunity Fund
Schedule of Investments - September 30, 1999 (Unaudited)
Common Stocks - 93.8% Shares Value
Autos & Auto Parts - 2.6%
Travis Boats & Motors (a) 810 $ 7,796
-----------------
Communications Equipment - 3.2%
Motorola, Inc. 110 9,680
-----------------
Computer Services & Software - 11.3%
Computer Sciences Corp. (a) 150 10,547
Electronic Arts (a) 200 14,475
Netsolve, Inc. (a) 500 8,999
-----------------
34,021
-----------------
Computers & Office Equipment - 18.1%
Apple Computer, Inc. 220 13,929
Dell Computer Corp. (a) 330 13,798
International Business Machines, Inc. 80 9,710
National Instruments (a) 480 16,965
-----------------
54,402
-----------------
Electrical Equipment - 3.9%
Applied Materials, Inc. (a) 150 11,653
-----------------
Electronic Instruments - 2.8%
Advanced Micro Dev 490 8,422
-----------------
Electronics - 8.2%
Cirrus Logic, Inc. (a) 1,330 14,630
Solectron Corp. (a) 140 10,054
-----------------
24,684
-----------------
Entertainment - 0.9%
Grand Adventures Tour & Travel (a) 1,000 2,810
-----------------
Grocery Stores - 2.9%
Whole Foods Market (a) 270 8,834
-----------------
Health - Diversified - 2.8%
Abbott Laboratories, Inc. 230 8,452
-----------------
Internet Information Providers - 19.1%
Drkoop.com, Inc. (a) 590 8,370
Garden.com, Inc. (a) 850 16,044
Hoover's, Inc. 1,290 14,190
Vignette Corp. (a) 210 19,005
-----------------
57,609
-----------------
Natural Gas - 3.0%
Southern Union 470 8,930
-----------------
Photography & Imaging - 2.9%
Dupont Photomasks (a) 190 8,752
-----------------
See accompanying notes which are an integral part of the financial statements
<PAGE>
Martin Capital Austin Opportunity Fund
Schedule of Investments - September 30, 1999 (Unaudited) - continued
Common Stocks - continued Shares Value
Restaurants - 2.8%
Schlotzky's Inc. (a) 1,060 8,612
-----------------
Retail & Wholesale - Specialty - 5.5%
pcOrder.com, Inc. - Class A (a) 470 16,509
-----------------
Telephone Services - 3.8%
IXC Communications (a) 290 11,437
-----------------
TOTAL COMMON STOCKS (Cost $288,741) 282,603
-----------------
Principal
Amount Value
Money Market Securities - 8.8%
Firstar Treasury Fund, 4.41% (b)
(Cost $26,518) $ 26,518 26,518
-----------------
TOTAL INVESTMENTS - 102.6% (Cost $315,259) 309,121
-----------------
Other assets less liabilities - (2.6%) (7,921)
-----------------
TOTAL NET ASSETS - 100.0% $ 301,200
=================
(a) Non-income producing
(b) Variable rate security; the coupon rate shown represents the rate at
September 30, 1999.
See accompanying notes which are an integral part of the financial statements
<PAGE>
Martin Capital Austin Opportunity Fund September 30, 1999
Statement of Assets & Liabilities (Unaudited)
Assets
Investment in securities (cost $315,259) $ 309,121
Receivable for fund shares sold 4,000
Dividends receivable 13
Interest receivable 159
------------------
Total assets 313,293
Liabilities
Accrued investment advisory fee payable $ 284
Payable for securities purchased 11,809
-----------------
Total liabilities 12,093
------------------
Net Assets $ 301,200
==================
Net Assets consist of:
Paid in capital $ 307,450
Accumulated net investment income (loss) (112)
Net unrealized depreciation on investments (6,138)
------------------
Net Assets, for 30,613 shares $ 301,200
==================
Net Asset Value
Offering price and redemption price per share
($301,200 / 30,613) $ 9.84
==================
See accompanying notes which are an integral part of the financial statements
<PAGE>
Martin Capital Austin Opportunity Fund
Statement of Operations for the Period August 31, 1999
(Commencement of Operations) to September 30, 1999 (Unaudited)
Investment Income
Dividend income $ 13
Interest income 159
---------------
Total Income 172
Expenses
Investment advisory fee $ 284
Trustees' fees 20
------------------
Total expenses before reimbursement 304
Reimbursed expenses (20)
------------------
Total operating expenses 284
---------------
Net Investment Income (Loss) (112)
---------------
Realized & Unrealized Gain (Loss)
Change in net unrealized appreciation (depreciation)
on investment securities (6,138)
------------------
Net gain (loss) on investment securities (6,138)
---------------
Net decrease in net assets resulting from operations $ (6,250)
===============
See accompanying notes which are an integral part of the financial statements
<PAGE>
Martin Capital Austin Opportunity Fund
Statement of Changes in Net Assets for the period August 31, 1999
(Commencement of Operations) to September 30, 1999 (Unaudited)
Increase (Decrease) in Net Assets
Operations
Net investment income (loss) $ (112)
Change in net unrealized appreciation (depreciation) (6,138)
----------------
Net decrease in net assets resulting from operations (6,250)
----------------
Share Transactions
Net proceeds from sale of shares 307,450
----------------
Net increase in net assets resulting
from share transactions 307,450
----------------
Total increase in net assets 301,200
----------------
Net Assets
Beginning of period -
----------------
End of period [including accumulated net
investment loss of $112] $ 301,200
================
See accompanying notes which are an integral part of the financial statements
<PAGE>
Martin Capital Austin Opportunity Fund
Financial Highlights for the period August 31, 1999
(Commencement of Operations) to September 30, 1999 (Unaudited)
Selected Per Share Data
Net asset value, beginning of period $ 10.00
--------------
Income from investment operations
Net investment income (loss) -
Net realized and unrealized gain (loss) (0.16)
--------------
Total from investment operations (0.16)
--------------
Net asset value, end of period $ 9.84
==============
Total Return (b) (1.60)%
Ratios and Supplemental Data
Net assets, end of period (000) 301
Ratio of expenses to average net assets 1.25% (a)
Ratio of expenses to average net assets
before reimbursement 1.34% (a)
Ratio of net investment income (loss) to
average net assets (0.49)% (a)
Ratio of net investment income (loss) to
average net assets before reimbursement (0.58)% (a)
Portfolio turnover rate 0.00% (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>
Martin Capital U.S. Opportunity Fund
Schedule of Investments - September 30, 1999 (Unaudited)
Common Stocks - 93.1% Shares Value
Apparel Stores - 1.4%
Gap, Inc. 640 20,480
-----------------
Banks - 3.2%
Citigroup, Inc. 420 18,480
Toronto-Dominion Bank 1,530 29,835
-----------------
48,315
-----------------
Building Supplies - 1.4%
Home Depot, Inc. 320 21,960
-----------------
Communications Equipment - 8.9%
At Home Corp. - Class A' (a) 550 22,791
Lucent Technologies, Inc. 330 21,409
Motorola, Inc. 290 25,520
QUALCOM, Inc. (a) 260 49,189
Vtel Corp. 4,520 16,667
-----------------
135,576
-----------------
Computer Services & Software - 19.9%
3Com Corp (a) 520 14,950
Advent Software (a) 540 33,615
America Online, Inc. (a) 320 33,280
BMC Software(a) 520 37,213
Cadence Design Systems 1,050 13,912
Computer Associates International 570 34,913
EMC Corp (a) 490 35,004
Microsoft, Inc. (a) 220 19,924
Networks Associates (a) 610 11,666
Oracle Corp. (a) 400 18,200
Prodigy Communications (a) 1,030 18,283
Yahoo, Inc. (a) 180 32,310
-----------------
303,270
-----------------
Computers & Office Equipment - 11.1%
Altera Corp (a) 630 27,326
Cisco Systems, Inc. 500 34,281
Dell Computer Corp. (a) 770 32,196
Hewlett-Packard Co. 250 23,000
Micron Technology (a) 240 15,975
Sun Microsystems, Inc. (a) 400 37,200
-----------------
169,978
-----------------
Construction - 1.5%
Centex Corp. 770 22,763
-----------------
Drugs & Pharmaceuticals - 5.2%
Lilly (Eli), Inc. 380 24,320
Merck & Co., Inc. 390 25,277
Pfizer, Inc. 840 30,187
-----------------
79,784
-----------------
See accompanying notes which are an integral part of the financial statements
<PAGE>
Martin Capital U.S. Opportunity Fund
Schedule of Investments - September 30, 1999 (Unaudited) - continued
Common Stocks - continued Shares Value
Electrical Equipment - 4.9%
American Power Conversion, Inc. (a) 1,040 $ 19,760
Applied Materials, Inc. (a) 440 34,182
General Electric, Inc. 180 21,341
-----------------
75,283
-----------------
Electronic Instruments - 5.1%
LSI Logic (a) 650 33,475
Texas Instruments 400 32,900
Advanced Micro Devices 700 12,031
-----------------
78,406
-----------------
Electronics - 2.2%
Intel Corp. 450 33,441
-----------------
Entertainment - 1.5%
Time Warner, Inc. 390 23,693
-----------------
Finance - Diversified - 1.8%
American Express 210 28,271
-----------------
Grocery Stores - 1.0%
Whole Foods Market (a) 470 15,378
-----------------
Industrial Machinery & Equipment - 3.2%
Lam Research (a) 790 48,190
-----------------
Insurance - 1.5%
Berkshire Hathaway - Class B (a) 12 22,272
-----------------
Internet Information Providers - 2.0%
Vignette Corp. (a) 340 30,770
-----------------
Investment Company - 1.6%
Bear Stearns Cos 650 24,984
-----------------
Medical Equipment & Supplies - 3.3%
Medtronic, Inc. 540 19,170
VISX, Inc. (a) 390 30,847
-----------------
50,017
-----------------
Photography & Imaging - 2.0%
Dupont Photomasks (a) 650 29,941
-----------------
Restaurants - 2.2%
Starbucks Corp. (a) 1,330 32,959
-----------------
Retail & Wholesale - Specialty - 3.7%
pcOrder.com, Inc. - Class A (a) 530 18,616
Tiffany & Co. 630 37,761
-----------------
56,377
-----------------
See accompanying notes which are an integral part of the financial statements
<PAGE>
Martin Capital U.S. Opportunity Fund
Schedule of Investments - September 30, 1999 (Unaudited) - continued
Common Stocks - continued Shares Value
Securities Industry - 1.6%
Schwab(Charles) Corp 720 $ 24,255
-----------------
Telephone Services - 2.9%
AT&T Corp. 500 21,750
Qwest Communications (a) 740 21,876
-----------------
43,626
-----------------
TOTAL COMMON STOCKS (Cost $1,361,402) 1,419,989
-----------------
Principal
Amount Value
U.S. Government Obligations - 3.9%
US Treasury Bonds, 6%, 2/15/2024
(Cost $59,386) $ 60,000 59,386
-----------------
Money Market Securities - 3.0%
Firstar Treasury Fund, 4.41% (b)
(Cost $45,875) 45,876 45,875
-----------------
TOTAL INVESTMENTS - 100.0% (Cost $1,466,663) 1,525,250
-----------------
Other assets less liabilities - (0.0%) (123)
-----------------
TOTAL NET ASSETS - 100.0% $ 1,525,127
=================
(a) Non-income producing
(b) Variable rate security; the coupon rate shown represents the rate at
September 30, 1999.
See accompanying notes which are an integral part of the financial statements
<PAGE>
Martin Capital U.S. Opportunity Fund September 30, 1999
Statement of Assets & Liabilities (Unaudited)
Assets
Investment in securities (cost $ 1,466,663) $ 1,525,250
Dividends receivable 624
Interest receivable 843
------------------
Total assets 1,526,717
Liabilities
Payable to custodian bank $ 50
Accrued investment advisory fee payable 1,540
-----------------
Total liabilities 1,590
------------------
Net Assets $ 1,525,127
==================
Net Assets consist of:
Paid in capital $ 1,467,707
Accumulated net investment income (loss) (1,167)
Net unrealized appreciation on investments 58,587
------------------
Net Assets, for 145,989 shares $ 1,525,127
==================
Net Assets
Offering price and redemption price per share
($1,525,127/145,989) $ 10.45
==================
See accompanying notes which are an integral part of the financial statements
<PAGE>
Martin Capital U.S. Opportunity Fund
Statement of Operations - Six months ended September 30, 1999 (Unaudited)
Investment Income
Dividend income $ 1,542
Interest income 3,537
---------------
Total Income 5,079
Expenses
Investment advisory fee $ 6,260
Trustees' fees 584
------------------
Total expenses before reimbursement 6,844
Reimbursed expenses (584)
------------------
Total operating expenses 6,260
---------------
Net Investment Income (Loss) (1,181)
---------------
Realized & Unrealized Gain (Loss)
Change in net unrealized appreciation (depreciation)
on investment securities 58,587
------------------
Net gain on investment securities 58,587
---------------
Net increase in net assets resulting from operations $ 57,406
===============
See accompanying notes which are an integral part of the financial statements
<PAGE>
Martin Capital U.S. Opportunity Fund
Statement of Changes in Net Assets
Six months ended September 30, 1999 (Unaudited)
Increase (Decrease) in Net Assets
Operations
Net investment income (loss) $ (1,181)
Change in net unrealized appreciation (depreciation) 58,587
-----------------
Net increase in net assets resulting from operations 57,406
-----------------
Share Transactions
Net proceeds from sale of shares 1,296,083
Shares redeemed (8,576)
-----------------
Net increase in net assets resulting
from share transactions 1,287,507
-----------------
Total increase in net assets 1,344,913
-----------------
Net Assets
Beginning of period 180,214
-----------------
End of period [including accumulated net
investment loss of $1,167] $ 1,525,127
=================
See accompanying notes which are an integral part of the financial statements
<PAGE>
Martin Capital U.S. Opportunity Fund
Financial Highlights - Six months ended September 30, 1999 (Unaudited)
Selected Per Share Data
Net asset value, beginning of period $ 10.00
--------------
Income from investment operations
Net investment income (loss) (0.01)
Net realized and unrealized gain 0.46
--------------
Total from investment operations 0.45
--------------
Net asset value, end of period $ 10.45
==============
Total Return (b) 4.50%
Ratios and Supplemental Data
Net assets, end of period (000) 1,525
Ratio of expenses to average net assets 1.25% (a)
Ratio of expenses to average net assets
before reimbursement 1.37% (a)
Ratio of net investment income (loss) to
average net assets (0.24)% (a)
Ratio of net investment income (loss) to
average net assets before reimbursement (0.35)% (a)
Portfolio turnover rate 0.00% (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>
MARTIN CAPITAL OPPORTUNITY FUNDS
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 (UNAUDITED)
NOTE 1. ORGANIZATION
Martin Capital Austin Opportunity Fund (the "Austin Opportunity Fund") and
Martin Capital U.S. Opportunity Fund (the "U.S. Opportunity Fund") were
organized as series of the AmeriPrime Funds, an Ohio business trust (the
"Trust") on August 14, 1998 and commenced operations on August 31, 1999 and
March 31, 1999, respectively. Each Fund is registered under the Investment
Company Act of 1940, as amended, as a non-diversified open-end management
investment company. The investment objective of each Fund 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
each 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, 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 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>
MARTIN CAPITAL OPPORTUNITY FUNDS
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 (UNAUDITED) - CONTINUED
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
FEDERAL INCOME TAXES- Each Fund intends to qualify each year as a "regulated
investment company" under the Internal Revenue Code of 1986, as amended. By so
qualifying, each 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- Each Fund intends to distribute substantially all
of its net investment income as dividends to its shareholders on at least an
annual basis. Each Fund intends to distribute its net long-term capital gains
and its net short-term capital gains at least once a year.
OTHER- Each 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 Funds retain Martin Capital Advisors, L.L.P. (the "Advisor") to manage
each Fund's investments. The Advisor is a Texas limited liability partnership
organized on January 29, 1999. Paul Martin, President and controlling 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 each Fund's investments subject to approval of the Board of Trustees and
pays all of the expenses of each 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 each
Fund's expenses, the Funds are authorized to pay the Advisor a fee computed and
accrued daily and paid monthly at an annual rate of 1.25% of the average daily
net assets of each Fund. It should be noted that most investment companies pay
their own operating expenses directly, while the Funds' expenses, except those
specified above, are paid by the Advisor. For the period August 31, 1999
(commencement of operations) through September 30, 1999, the Advisor received a
fee of $284 from the Austin Opportunity Fund. For the six-month period ended
September 30, 1999, the Advisor received a fee of $6,260 from the U.S.
Opportunity Fund. The Advisor has voluntarily agreed to reimburse other expenses
to the extent necessary to maintain total operating expenses at the rate of
1.25% for each Fund. For the period August 31, 1999 (commencement of operations)
through September 30, 1999, the Advisor reimbursed expenses of $20 for the
Austin Opportunity fund. For the six-month
<PAGE>
MARTIN CAPITAL OPPORTUNITY FUNDS
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 (UNAUDITED) - CONTINUED
NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
period ended September 30, 1999, the Advisor reimbursed expenses of $584 for the
U.S. Opportunity Fund. There is no assurance that such reimbursements will
continue in the future.
Each Fund retains AmeriPrime Financial Services, Inc. (the "Administrator")
to manage each Fund's business affairs and to provide each Fund with
administrative services, including all regulatory reporting and necessary office
equipment and personnel. For the period August 31, 1999 (commencement of
operations) through September 30, 1999, the Administrator received fees of
$1,667 from the Advisor for administrative services provided to the Austin
Opportunity Fund. For the six-month period ended September 30, 1999, the
Administrator received fees of $10,000 from the Advisor for administrative
services provided to the U.S. Opportunity Fund.
Each Fund retains AmeriPrime Financial Securities, Inc. (the "Distributor")
to act as the principal distributor of each Fund's shares. There were no
payments made to the Distributor for the period August 31, 1999 (commencement of
operations) through September 30, 1999 and for the six-month period ended April
30, 1999 for Austin Opportunity Fund and U.S. Opportunity Fund, respectively.
Certain members of management of the Administrator and the Distributor are also
members of management of the AmeriPrime Trust.
NOTE 5. SHARE TRANSACTIONS
AUSTIN OPPORTUNITY FUND. As of September 30, 1999, there was an unlimited
number of authorized shares for the Fund. Paid in capital at September 30, 1999
was $307,450.
Transactions in shares were as follows:
For the period August 31, 1999 (Commencement
of Operations) to September 30, 1999
Shares Dollars
Shares sold 30,613 $307,450
Shares redeemed - -
------- ---------
30,613 $307,450
======= =========
<PAGE>
MARTIN CAPITAL OPPORTUNITY FUNDS
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 (UNAUDITED) - CONTINUED
NOTE 5. SHARE TRANSACTIONS - CONTINUED
U.S. OPPORTUNITY FUND. As of September 30, 1999, there was an unlimited number
of authorized shares for the Fund. Paid in capital at September 30, 1999 was
$1,467,707.
Transactions in shares were as follows:
For the six-month period ended
September 30, 1999
Shares Dollars
Shares sold 128,799 $1,296,083
Shares redeemed (830) (8,576)
------- ----------
127,969 1,287,507
======= ==========
NOTE 6. INVESTMENTS
AUSTIN OPPORTUNITY FUND. For the period August 31, 1999 (commencement of
operations) to September 30, 1999, purchases and sales of investment securities,
other than short-term investments, aggregated $288,741 and $0, respectively. The
gross unrealized appreciation for all securities totaled $11,550 and the gross
unrealized depreciation for all securities totaled $17,688 for a net unrealized
depreciation of $6,138. The aggregate cost of securities for federal income tax
purposes at September 30, 1999 was $315,259.
U.S. OPPORTUNITY FUND. For the six-month period ended September 30, 1999,
purchases and sales of investment securities, other than short-term investments,
aggregated $1,420,783 and $3, respectively. The gross unrealized appreciation
for all securities totaled $175,683 and the gross unrealized depreciation for
all securities totaled $117,096 for a net unrealized appreciation of $58,587.
The aggregate cost of securities for federal income tax purposes at September
30, 1999 was $1,466,663.
NOTE 7. 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>
MARTIN CAPITAL OPPORTUNITY FUNDS
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 (UNAUDITED) - CONTINUED
NOTE 8. 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 Funds. The beneficial
ownership, either directly or indirectly, of more than 25% of the voting
securities of a Fund creates a presumption of control of the Fund, under Section
2(a)(9) of the Investment Company Act of 1940. As of September 30, 1999, Paul B.
Martin, Jr. and Eileen Vanderlee each beneficially owned more than 32% of the
Austin Opportunity Fund. As of September 30, 1999, National Investor Services
owned of record in aggregate more than 75% of the U.S. Opportunity Fund.
<PAGE>
Shepherd Values Market Neutral Fund
Schedule of Investments - September 30, 1999 (Unaudited)
Common Stocks - 81.8% Shares Value
Communications Equipment - 4.6%
Nokia Corp. 149 $ 13,382
-----------------
Computer Services & Software - 10.6%
BMC Software (a) 221 15,815
EMC Corp. (a) 207 14,788
-----------------
30,603
-----------------
Computers & Office Equipment - 12.8%
Cisco Systems, Inc. (a) 190 13,027
International Business Machines, Inc. 98 11,895
Zebra Technologies - Class A (a) 263 11,958
-----------------
36,880
-----------------
Drug Stores - 4.1%
Walgreen Co. 471 11,952
-----------------
Energy Services - 3.9%
Schlumberger Ltd. (a) 181 11,279
-----------------
Grocery Stores - 3.2%
Safeway, Inc. (a) 240 9,135
-----------------
Health - Diversified - 7.9%
Abbott Laboratories, Inc. 292 10,731
Bristol-Myers Squibb, Inc. (a) 179 12,083
-----------------
22,814
-----------------
Insurance - 4.2%
American International Group 139 12,084
-----------------
Investment Company - 4.2%
Goldman Sachs Group, Inc. 198 12,078
-----------------
Restaurants - 4.6%
McDonald's Corp. (a) 310 13,330
-----------------
Retail & Wholesale - Specialty - 4.7%
SYSCO Corp. 387 13,569
-----------------
Services - 8.7%
Orthodontic Centers of America (a) 781 13,667
Service Master Co. 710 11,404
-----------------
25,071
-----------------
See accompanying notes which are an integral part of the financial statements
<PAGE>
Shepherd Values Market Neutral Fund
Schedule of Investments - September 30, 1999 (Unaudited) - continued
Common Stocks - continued Shares Value
Telephone Services - 8.3%
GTE Corp. 163 $ 12,531
MCI WorldCom (a) 157 11,284
-----------------
23,815
-----------------
TOTAL COMMON STOCKS (Cost $227,669) 235,992
-----------------
Principal
Amount
Money Market Securities - 4.5%
Firstar Treasury Fund, 4.41% (b)
(Cost $12,884) $ 12,884 12,884
-----------------
TOTAL INVESTMENTS - 86.3% (Cost $240,553) 248,876
-----------------
Other assets less liabilities - 13.7% 39,639
-----------------
Total Net Assets - 100.0% $ 288,515
=================
(a) Non-Income Producing
(b) Variable rate security; the coupon rate shown represents the rate at
September 30, 1999.
See accompanying notes which are an integral part of the financial statements
<PAGE>
Shepherd Values Market Neutral Fund September 30, 1999
Statement of Assets & Liabilities (Unaudited)
Assets
Investment in securities (cost $240,553) $ 248,876
Cash 28,611
Receivable for securities sold 106,019
Dividends receivable 131
Receivable from investment advisor 541
------------------
Total assets 384,178
Liabilities
Payable for securities purchased $ 95,663
-----------------
Total liabilities 95,663
------------------
Net Assets $ 288,515
==================
Net Assets consist of:
Paid in capital $ 288,162
Accumulated undistributed net investment income 135
Accumulated net realized gain (loss) on investments (8,105)
Net unrealized appreciation on investments 8,323
------------------
Net Assets, for 29,198 shares $ 288,515
==================
Net Asset Value and
redemption price per share ($288,515 / 29,198) $ 9.88
==================
Maximum offering price per share (100/96.50 of $9.88) $ 10.24
==================
See accompanying notes which are an integral part of the financial statements
<PAGE>
Shepherd Values Market Neutral Fund
Statement of Operations for the Period April 13, 1999
(Commencement of Operations) to September 30, 1999 (Unaudited)
Investment Income
Dividend income $ 401
Interest income 261
---------------
Total Income 662
Expenses
Investment advisory fee $ 112
Trustees' fees 415
------------------
Total operating expenses 527
---------------
Net Investment Income 135
---------------
Realized & Unrealized Gain (Loss)
Net realized gain (loss) on investment
securities (8,105)
Change in net unrealized appreciation (depreciation)
on investment securities 8,323
------------------
Net gain on investment securities 218
---------------
Net increase in net assets resulting from operations $ 353
===============
See accompanying notes which are an integral part of the financial statements
<PAGE>
Shepherd Values Market Neutral Fund
Statement of Changes in Net Assets for the period April 13, 1999
(Commencement of Operations) to September 30, 1999 (Unaudited)
Increase (Decrease) in Net Assets
Operations
Net investment income (loss) $ 135
Net realized gain (loss) on investment securities (8,105)
Change in net unrealized appreciation (depreciation) 8,323
-----------------
Net increase in net assets resulting from operations 353
-----------------
Share Transactions
Net proceeds from sale of shares 288,191
Shares redeemed (29)
-----------------
Net increase in net assets resulting
from share transactions 288,162
-----------------
Total increase in net assets 288,515
-----------------
Net Assets
Beginning of period -
-----------------
End of period [including accumulated undistributed net
investment income of $135] $ 288,515
=================
See accompanying notes which are an integral part of the financial statements
<PAGE>
Shepherd Values Market Neutral Fund
Financial Highlights for the period April 13, 1999
(Commencement of Operations) to September 30, 1999 (Unaudited)
Selected Per Share Data
Net asset value, beginning of period $ 10.00
--------------
Income from investment operations
Net investment income (loss) 0.01
Net realized and unrealized gain (0.13)
--------------
Total from investment operations (0.12)
--------------
Net asset value, end of period $ 9.88
==============
Total Return (b) (c) (1.20)%
Ratios and Supplemental Data
Net assets, end of period (000) $ 289
Ratio of expenses to average net assets 0.59% (a) (d)
Ratio of net investment income to
average net assets 0.15% (a)
Portfolio turnover rate 211.03% (a)
(a) Annualized
(b) For periods of less than a full year, total returns are not annualized.
(c) Total return calculations exclude the effect of sales charges.
(d) For the period April 13, 1999 (commencement of operations) to
May 31, 1999 (see Note 3).
See accompanying notes which are an integral part of the financial statements
<PAGE>
Shepherd Values Growth Fund
Schedule of Investments - September 30, 1999 (Unaudited)
Common Stocks - 56.8% Shares Value
Communications Equipment - 3.2%
Nokia Corp. 74 $ 6,646
-----------------
Computer Services & Software - 7.3%
BMC Software (a) 110 7,872
EMC Corp(a) 102 7,287
-----------------
15,159
-----------------
Computers & Office Equipment - 8.9%
Cisco Systems, Inc.(a) 95 6,513
International Business Machines, Inc. 49 5,947
Zebra Technologies - Class A (a) 131 5,956
-----------------
18,416
-----------------
Drug Stores - 2.9%
Walgreen Co. 235 5,963
-----------------
Energy Services - 2.7%
Schlumberger Ltd. (a) 90 5,608
-----------------
Grocery Stores - 2.2%
Safeway, Inc. (a) 120 4,568
-----------------
Health - Diversified - 5.5%
Abbott Laboratories, Inc. 145 5,329
Bristol-Myers Squibb, Inc. (a) 90 6,075
-----------------
11,404
-----------------
Insurance - 2.9%
American International Group 69 5,999
-----------------
Investment Company - 2.9%
Goldman Sachs Group Inc. 99 6,039
-----------------
Restaurants - 3.2%
McDonald's Corp. (a) 154 6,622
-----------------
Retail & Wholesale - Specialty - 3.3%
SYSCO Corp. 194 6,802
-----------------
Services - 6.0%
Orthodontic Centers of America (a) 390 6,825
ServiceMaster Co. 354 5,686
-----------------
12,511
-----------------
See accompanying notes which are an integral part of the financial statements
<PAGE>
Shepherd Values Growth Fund
Schedule of Investments - September 30, 1999 (Unaudited) - continued
Common Stocks - continued Shares Value
Telephone Services - 5.8%
GTE Corp. 82 6,304
MCI WorldCom (a) 78 5,606
-----------------
11,910
-----------------
TOTAL COMMON STOCKS (Cost $114,052) 117,647
-----------------
Principal
Amount
Money Market Securities - 3.1%
Firstar Treasury Fund, 4.41% (b)
(Cost $6,339) $ 6,339 6,339
-----------------
TOTAL INVESTMENTS - 59.9% (Cost $120,391) 123,986
-----------------
Other assets less liabilities - 40.1% 82,972
-----------------
Total Net Assets - 100.0% $ 206,958
=================
(a) Non-Income Producing
(b) Variable rate security; the coupon rate shown represents the rate at
September 30, 1999.
See accompanying notes which are an integral part of the financial statements
<PAGE>
Shepherd Values Growth Fund September 30, 1999
Statement of Assets & Liabilities (Unaudited)
Assets
Investment in securities (cost $120,391) $ 123,986
Cash 79,319
Receivable for securities sold 51,551
Dividends receivable 105
Interest receivable 33
------------------
Total assets $ 254,994
Liabilities
Accrued investment advisory fee payable $ 54
Payable for securities purchased 47,982
-----------------
Total liabilities 48,036
------------------
Net Assets $ 206,958
==================
Net Assets consist of:
Paid in capital 205,723
Accumulated net investment income (loss) (192)
Accumulated net realized gain (loss) on investments (2,168)
Net unrealized appreciation on investments 3,595
------------------
Net Assets, for 21,307 shares $ 206,958
==================
Net Asset Value and
redemption price per share ( $206,958 / 21,307) $ 9.71
==================
Maximum offering price per share (100/96.50 of $9.71) $ 10.06
==================
See accompanying notes which are an integral part of the financial statements
<PAGE>
Shepherd Values Growth Fund
Statement of Operations for the Period April 13, 1999
(Commencement of Operations) to September 30, 1999 (Unaudited)
Investment Income
Dividend income $ 169
Interest income 197
---------------
Total Income 366
Expenses
Investment advisory fee $ 99
Trustees' fee 459
------------------
Total operating expenses 558
---------------
Net Investment Income (Loss) (192)
---------------
Realized & Unrealized Gain (Loss)
Net realized gain (loss) on investment
securities (2,168)
Change in net unrealized appreciation (depreciation)
on investment securities 3,595
------------------
Net gain on investment securities 1,427
---------------
Net increase in net assets resulting from operations $ 1,235
===============
See accompanying notes which are an integral part of the financial statements
<PAGE>
Shepherd Values Growth Fund
Statement of Changes in Net Assets for the period April 13, 1999
(Commencement of Operations) to September 30, 1999 (Unaudited)
Increase (Decrease) in Net Assets
Operations
Net investment income (loss) $ (192)
Net realized gain (loss) on investment securities (2,168)
Change in net unrealized appreciation (depreciation) 3,595
-----------------
Net increase in net assets resulting from operations 1,235
-----------------
Share Transactions
Net proceeds from sale of shares 205,747
Shares redeemed (24)
-----------------
Net increase in net assets resulting
from share transactions 205,723
-----------------
Total increase in net assets 206,958
-----------------
Net Assets
Beginning of period -
-----------------
End of period [including accumulated undistributed net
investment loss of $192] $ 206,958
=================
See accompanying notes which are an integral part of the financial statements
<PAGE>
Shepherd Values Growth Fund
Financial Highlights for the period April 13, 1999
(Commencement of Operations) to September 30, 1999 (Unaudited)
Selected Per Share Data
Net asset value, beginning of period $ 10.00
--------------
Income from investment operations
Net investment income (loss) (0.02)
Net realized and unrealized gain (loss) (0.27)
--------------
--------------
Total from investment operations (0.29)
--------------
Net asset value, end of period $ 9.71
==============
Total Return (b) (c) (2.90)%
Ratios and Supplemental Data
Net assets, end of period (000) $ 207
Ratio of expenses to average net assets 1.10% (a) (d)
Ratio of net investment income (loss) to
average net assets (0.38)%(a)
Portfolio turnover rate 190.64% (a)
(a) Annualized
(b) Total returns do not include the one time sales charge.
(c) For periods of less than a full year, total returns are not annualized.
(d) For the period April 13, 1999 (commencement of operations) to
May 31, 1999 (see Note 3).
See accompanying notes which are an integral part of the financial statements
<PAGE>
SHEPHERD VALUES FUNDS
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 (UNAUDITED)
NOTE 1. ORGANIZATION
Shepherd Values Market Neutral Fund (the "Market Neutral Fund") and
Shepherd Values Growth Fund (the "Growth Fund") were organized as series of the
AmeriPrime Funds, an Ohio business trust (the "Trust") on February 2, 1999 and
commenced operations on April 13, 1999. Each Fund is registered under the
Investment Company Act of 1940, as amended, as a non-diversified open-end
management investment company. The investment objective of the Market Neutral
Fund is to provide long term capital appreciation while maintaining minimal
exposure to general equity market risk. The investment objective of the Growth
Fund 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
each 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, 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 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.
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SHEPHERD VALUES FUNDS
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 (UNAUDITED) - CONTINUED
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
SHORT SALES- The Market Neutral Fund may sell a security it does not own in
anticipation of a decline in the fair value of that security. When the Market
Neutral Fund sells a security short, it must borrow the security sold and
deliver it to the broker-dealer through which it made the short sale as
collateral for its obligation to deliver the security upon conclusion of the
sale. A gain, limited to the price at which the Market Neutral Fund sold the
security short, or a loss, unlimited in size, will be recognized upon the
termination of a short sale.
FEDERAL INCOME TAXES- Each Fund intends to qualify each year as a "regulated
investment company" under the Internal Revenue Code of 1986, as amended. By so
qualifying, each 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- Each Fund intends to distribute substantially all
of its net investment income as dividends to its shareholders on at least an
annual basis. Each Fund intends to distribute its net long-term capital gains
and its net short-term capital gains at least once a year.
OTHER- Each 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
Cornerstone Capital Management, Inc. ("Cornerstone") currently serves as
the investment advisor for each Fund. On June 1, 1999, The National Capital
Companies, LLC acquired all of the stock of Cornerstone. Pursuant to the
Investment Company Act of 1940, as amended, this change in control of
Cornerstone resulted in a technical assignment and termination of the Funds'
management agreements with Cornerstone. Because of the termination of those
agreements, on September 22, 1999 the Board approved (subject to shareholder
approval, which has not yet been obtained) proposed new management agreements
for the Funds with Cornerstone to be effective as of June 1, 1999. the Board has
scheduled a shareholder meeting on December 17, 1999 to obtain shareholder
approval of the proposed new management agreements with Cornerstone.
Under the terms of the proposed new management agreements, Cornerstone
provides each Fund with such investment advice as it deems advisable, furnishes
a continuous
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SHEPHERD VALUES FUNDS
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 (UNAUDITED) - CONTINUED
NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
investment program for each Fund consistent with the applicable Fund's
investment objectives and policies, and determines the securities to be
purchased for each Fund, the portfolio securities to be held or sold by each
Fund and the portion of each Fund's assets to be held uninvested, subject always
to the applicable Fund's investment objectives, policies and restrictions as are
in effect from time to time and subject further to such policies and
instructions as the Board may from time to time establish. Cornerstone pays all
of the organizational and operating expenses of the Funds, except brokerage fees
and commissions, taxes, borrowing costs (such as interest and dividend expense
on securities sold short), fees and expenses of the non-interested person
trustees, 12b-1 expenses and extraordinary or non-recurring expenses as may
arise, including litigation to which the applicable Fund may be a party and
indemnification of the Trust's trustees and officers with respect thereto.
As compensation for its management services and agreement to pay certain
expenses of each Fund, the proposed new management agreements provide that the
Market Neutral Fund pay Cornerstone a fee computed and accrued daily and paid
monthly at an annual rate of 2.25% of its average daily net assets, and the
Growth Fund pay Cornerstone a fee at the annual rate of 1.75% of its average
daily net assets. Cornerstone has agreed not to take any advisory fees or be
reimbursed for any expenses from the Market Neutral Fund or the Growth Fund for
the period from June 1, 1999 (the date of its change in control) to the date of
the shareholder approval of the proposed new management agreements. Accordingly,
Cornerstone was only paid advisory fees for the period from April 13, 1999 (the
commencement of the Funds' operations) to May 31, 1999, during which period it
was paid advisory fees in the amount of $112 from the Market Neutral Fund and
$99 from the Growth Fund.
Each Fund retains AmeriPrime Financial Services, Inc. (the "Administrator")
to manage each Fund's business affairs and to provide each Fund with
administrative services, including all regulatory reporting and necessary office
equipment and personnel. For the period April 13, 1999 (commencement of the
Fund's operations) to September 30, 1999, the Administrator received fees of
$10,000 from the Advisor for administrative services provided to each Fund.
Each Fund retains AmeriPrime Financial Securities, Inc. (the "Distributor")
to act as the principal distributor of each Fund's shares. For the period April
13, 1999 (commencement of the Fund's operations) to September 30, 1999 There
were no payments made to the Distributor. Certain members of management of the
Administrator and the Distributor are also members of management of the
AmeriPrime Trust.
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SHEPHERD VALUES FUNDS
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 (UNAUDITED) - CONTINUED
NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
The distributor, an affiliate of the Fund, received sales charges for
selling shares of the Funds. For the period April 13, 1999 (commencement of
operations) through September 30, 1999 the Distributor received $70 from each
Fund.
NOTE 4. SHARE TRANSACTIONS
MARKET NEUTRAL FUND. As of September 30, 1999, there was an unlimited number
of authorized shares for the Fund. Paid in capital at September 30, 1999 was
$288,162.
Transactions in shares were as follows:
For the period April 13, 1999 (Commencement
of Operations) to September 30, 1999
Shares Dollars
Shares sold 29,201 $288,191
Shares redeemed (3) (29)
------- ---------
29,198 $288,162
======= =========
GROWTH FUND. As of September 30, 1999, there was an unlimited number of
authorized shares for the Fund. Paid in capital at September 30, 1999 was
$205,723.
Transactions in shares were as follows:
For the period April 13, 1999 (Commencement
of Operations) to September 30, 1999
Shares Dollars
Shares sold 21,309 $205,747
Shares redeemed (2) (24)
------- ---------
21,307 $205,723
======= =========
NOTE 5. INVESTMENTS
MARKET NEUTRAL FUND. For the period April 13, 1999 (commencement of operations)
to September 30, 1999, purchases and sales of investment securities, other than
short-term investments, aggregated $375,223 and $144,291, respectively. The
gross unrealized
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SHEPHERD VALUES FUNDS
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 (UNAUDITED) - CONTINUED
NOTE 5. SHARE TRANSACTIONS - CONTINUED
appreciation for all securities totaled $19,229 and the gross unrealized
depreciation for all securities totaled $10,906 for a net unrealized
appreciation of $8,323. The aggregate cost of securities for federal income tax
purposes at September 30, 1999 was $240,353.
GROWTH FUND. For the period April 13, 1999 (commencement of operations) to
September 30, 1999, purchases and sales of investment securities, other than
short-term investments, aggregated $187,873 and $71,652, respectively. The gross
unrealized appreciation for all securities totaled $9,891 and the gross
unrealized depreciation for all securities totaled $6,296 for a net unrealized
appreciation of $3,595. The aggregate cost of securities for federal income tax
purposes at April 30, 1999 was $120,391.
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 Funds. The beneficial
ownership, either directly or indirectly, of more than 25% of the voting
securities of a Fund creates a presumption of control of the Fund, under Section
2(a)(9) of the Investment Company Act of 1940. As of September 30, 1999, the
Thomet Family Trust and Marilyn C. Franken beneficially owned more than 30% and
32% of the Market Neutral Fund and the Growth Fund, respectively.
NOTE 8. SHAREHOLDER MEETING
A Special Meeting of Shareholders of the Funds will be held on Friday,
December 17, 1999. Proposals to be considered include approval of the proposed
new management agreements with Cornerstone and approval of proposed new
management agreements with Shepherd Advisory Services, Inc. and sub-advisory
agreements with Cornerstone.
