<TABLE>
<CAPTION>
Carl Domino Equity Income Fund
Schedule of Investments - April 30, 2000 (Unaudited)
<S> <C> <C>
Common Stocks - 98.9% Shares Value
AEROSPACE & DEFENSE - 0.1%
Aerospace/Defense Products - 0.1%
PartsBase.com, Inc. (a) 1,600 $ 8,100
------------------
BASIC INDUSTRIES - 9.7%
Chemicals - 3.7%
Du Pont (E.I.) de NeMours & Co. 1,759 84,322
International Flavors & Fragrances, Inc. 4,100 141,450
------------------
225,772
------------------
Manufacturers / Diversified - 2.1%
Minnesota Mining & Manufacturing Co. 1,500 129,750
------------------
Manufacturers / Specialized - 3.9%
Federal Signal Corp. 3,380 68,656
Pall Corp. 7,700 173,250
------------------
241,906
------------------
TOTAL BASIC INDUSTRIES 597,428
------------------
CONSTRUCTION & REAL ESTATE - 0.2%
Real Estate Development - 0.2%
New China Homes Ltd. (a) 2,500 9,375
------------------
DURABLES - 4.6%
Autos & Auto Parts - 4.6%
American Quantum Cycles, Inc. (a) 15,000 28,125
Ford Motor Co. 2,113 115,555
Snap-On, Inc. 5,300 140,450
------------------
284,130
------------------
ENERGY - 12.6%
Oil & Gas - 12.6%
Baker Hughes, Inc. 5,300 168,606
Conoco Inc. - Class B 7,200 179,100
Sunoco, Inc. 5,700 172,781
Unocal Corp. 4,500 145,406
USX-Marathon Group, Inc. 4,800 111,900
------------------
777,793
------------------
FINANCE - 12.2%
Banks - 4.5%
First Union Corp. 3,300 105,188
SouthTrust Corp. 3,650 87,144
Summit Bancorp 3,400 86,275
------------------
278,607
------------------
Insurance - 4.5%
Allstate Corp. 5,900 139,388
Lincoln National Corp. 4,000 139,250
------------------
278,638
------------------
Real Estate Investment Trust - 0.5%
Wyndham International Inc. - Class A (a) 13,500 27,000
------------------
Savings & Loans - 2.7%
Community Savings Bankshares, Inc. 15,511 164,804
------------------
TOTAL FINANCE 749,049
------------------
HEALTH - 11.0%
Diversified - 2.7%
American Home Products Corp. 3,000 168,563
------------------
Drugs & Pharmaceuticals - 5.2%
Glaxo Wellcome PLC (b) 2,700 168,581
Pharmacia Corp. 3,032 151,600
------------------
320,181
------------------
Managed Care - 0.2%
National Medical Health Card Systems, Inc. (a) 5,500 13,750
------------------
Medical Equipment & Supplies - 2.9%
Baxter International, Inc. 2,700 176,175
------------------
TOTAL HEALTH 678,669
------------------
INDUSTRIAL MACHINERY & EQUIPMENT - 3.4%
Electrical Equipment - 1.8%
Thomas & Betts Corp. 3,650 112,694
------------------
Industrial Machinery & Equipment - 1.6%
Caterpillar, Inc. 2,400 94,650
------------------
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 207,344
------------------
MEDIA & LEISURE - 1.4%
Leisure Durables & Toys - 1.3%
Callaway Golf Co. 5,000 82,500
------------------
Lodging & Gaming - 0.1%
Interstate Hotels Corp. (a) 566 1,486
------------------
TOTAL MEDIA & LEISURE 83,986
------------------
NON-DURABLES - 15.2%
Cosmetics - 3.2%
Avon Products, Inc. 4,840 200,860
------------------
Foods - 8.0%
General Mills Inc. 3,600 130,950
Heinz (H.J.) Co. 3,300 112,200
Quaker Oats Co. 2,200 143,412
Sara Lee Corp. 7,000 105,000
------------------
491,562
------------------
Household Products - 4.0%
Kimberly-Clark Corp. 2,400 139,350
Tupperware Corp. 5,600 105,350
------------------
244,700
------------------
TOTAL NON-DURABLES 937,122
------------------
RETAIL & WHOLESALE - 1.9%
Department Stores - 1.9%
May Department Stores Co. 4,350 119,081
------------------
SERVICES - 6.5%
Miscellaneous Services - 2.2%
Dun & Bradstreet Corp. 4,500 135,281
------------------
Printing - 1.9%
Deluxe Corp. 4,600 115,862
------------------
Services - 2.4%
Block (H&R), Inc. 3,500 146,344
------------------
TOTAL SERVICES 397,487
------------------
TECHNOLOGY - 6.2%
Electronics - 4.4%
Hypercom Corp. (a) 6,500 95,063
Lanier Worldwide, Inc. (a) 5,000 10,000
Ultralife Batteries, Inc. (a) 5,000 42,500
Xerox Corp. 4,650 122,934
------------------
270,497
------------------
Photography & Imaging - 1.8%
Eastman Kodak Co. 1,950 109,931
------------------
TOTAL TECHNOLOGY 380,428
------------------
TRANSPORTATION - 2.9%
Shipping - 2.9%
Knightsbridge Tankers Ltd. 5,000 93,125
Statia Terminals Group NV 15,100 85,881
------------------
179,006
------------------
UTILITIES - 11.0%
Electric Utility - 2.3%
Korea Electric Power Corp. (b) 8,600 140,288
------------------
Natural Gas - 6.3%
Midcoast Energy Resources, Inc. 5,500 87,312
El Paso Energy Corp. 3,954 169,281
Williams Companies, Inc. 3,600 134,325
------------------
390,918
------------------
Telephone Services - 2.4%
AT&T Corp. 3,100 144,731
------------------
TOTAL UTILITIES 675,937
------------------
TOTAL COMMON STOCKS (Cost $6,322,764) 6,084,935
------------------
Preferred Stock - 0.3%
FINANCE - 0.3%
Insurance - 0.3%
Conseco Financial Preferred Series F, 7% (Cost $100,000) 2,000 17,750
------------------
Warrants - 0.0%
CONSTRUCTION & REAL ESTATE - 0.0%
Real Estate Development - 0.0%
New China Homes Ltd. Warrants
(Cost $312) Expire 03/09/05 2,500 2,969
------------------
TOTAL INVESTMENTS - 99.2% (Cost $ 6,423,076) 6,105,654
------------------
Other assets less liabilities - 0.8% 47,811
------------------
TOTAL NET ASSETS - 100.0% $ 6,153,465
==================
(a) Non-income producing
(b) American Depository Receipt
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Carl Domino Equity Income Fund April 30, 2000
Statement of Assets & Liabilities
(Unaudited)
Assets
Investment in securities, at value (cost $6,423,076) $ 6,105,654
Dividends receivable 9,946
Interest receivable 223
Receivable for fund shares sold 59,549
Receivable for securities sold 175,952
--------------------
Total assets 6,351,324
Liabilities
Accrued investment advisory fee $ 7,698
Payable to the custodian 109,271
Payable for fund shares redeemed 80,890
------------------
Total liabilities 197,859
--------------------
Net Assets $ 6,153,465
====================
Net Assets consist of:
Paid in capital $ 6,227,679
Accumulated undistributed net investment income 20,634
Accumulated undistributed net realized gain on investments 222,574
Net unrealized depreciation on investments (317,422)
--------------------
Net Assets, for 433,580 shares $ 6,153,465
====================
Net Asset Value
Net Assets
Offering price and redemption price per share ($6,153,465 / 433,580) $ 14.19
====================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Carl Domino Equity Income Fund
Statement of Operations
for the six months ended April 30, 2000
(Unaudited)
<S> <C> <C>
Investment Income
Dividend income $ 90,481
Interest income 958
-------------------
Total Income 91,439
Expenses
Investment advisory fee $ 50,920
Trustees' fees 2,153
---------------
Total expenses before reimbursement 53,073
Reimbursed expenses (2,153)
---------------
Total operating expenses 50,920
-------------------
Net Investment Income 40,519
-------------------
Realized & Unrealized Gain (Loss)
Net realized gain on investment securities 265,685
Change in net unrealized appreciation (depreciation)
on investment securities (448,196)
---------------
Net loss on investment securities (182,511)
-------------------
Net decrease in net assets resulting from operations $ (141,992)
===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Carl Domino Equity Income Fund
Statement of Changes in Net Assets
<S> <C> <C>
Six months
ended
April 30, Year
2000 ended
(Unaudited) October 31,1999
------------------ ------------------
Increase (Decrease) in Net Assets
Operations
Net investment income $ 40,519 $ 111,504
Net realized gain on investment securities 265,685 693,933
Change in net unrealized appreciation (depreciation) (448,196) (47,202)
------------------ ------------------
Net increase (decrease) in net assets resulting from operations (141,992) 758,235
------------------ ------------------
Distributions to shareholders
From net investment income (112,488) (87,853)
From net realized gain (693,932) 0
------------------ ------------------
Total distributions (806,420) (87,853)
------------------ ------------------
Share Transactions
Net proceeds from sale of shares 610,203 1,016,253
Shares issued in reinvestment of distributions 795,281 83,004
Shares redeemed (1,982,829) (1,428,177)
------------------ ------------------
Net increase (decrease) in net assets resulting
from share transactions (577,345) (328,920)
------------------ ------------------
Total increase (decrease) in net assets (1,525,757) 341,462
Net Assets
Beginning of period 7,679,222 7,337,760
------------------ ------------------
End of period [including accumulated undistributed net
investment income of $20,634 and $92,603, respectively] $ 6,153,465 $ 7,679,222
================== ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Carl Domino Equity Income Fund
Financial Highlights
<S> <C> <C> <C> <C> <C>
Six months Period
ended Years ended October 31, ended
April 30, 2000 --------------------------- October 31,
(Unaudited) 1999 1998 1997 1996 (a)
-------------- ------- ------- ------- ----------
Selected Per Share Data
Net asset value, beginning of period $16.12 $14.68 $16.15 $12.03 $10.00
---------- ------ ------- ------- ---------
Income from investment operations:
Net investment income 0.08 0.23 0.21 0.19 0.16
Net realized and unrealized gain (loss) (0.28) 1.38 (0.60) 4.15 1.87
---------- ------- ------- ------- ---------
Total from investment operations (0.20) 1.61 (0.39) 4.34 2.03
---------- ------- ------- ------- ---------
Less distributions:
From net investment income (0.24) (0.17) (0.14) (0.22) 0.00
From net realized gain (1.49) 0.00 (0.94) 0.00 0.00
---------- ------- ------- ------- ---------
Total distributions (1.73) (0.17) (1.08) (0.22) 0.00
---------- ------- ------- ------- ---------
Net asset value, end of period $ 14.19 $16.12 $14.68 $16.15 $12.03
========== ======= ======= ======= =========
Total Return (b) (6.13)% 11.52% (3.17)% 36.58% 20.30%
Ratios and Supplemental Data
Net assets, end of period (000) $6,153 $7,679 $7,338 $3,750 $1,122
Ratio of expenses to average net assets 1.50% (c) 1.50% 1.50% 1.50% 1.51% (c)
Ratio of expenses to average net assets
before reimbursement 1.56% (c) 1.52% 1.53% 1.55% 1.73% (c)
Ratio of net investment income to
average net assets 1.19% (c) 1.43% 1.37% 1.28% 1.57% (c)
Ratio of net investment income to
average net assets before reimbursement 1.13% (c) 1.41% 1.33% 1.22% 1.35% (c)
Portfolio turnover rate 21.18% (c) 69.92% 75.95% 52.49% 62.51% (c)
(a) December 1, 1995 (commencement of operations) to October 31, 1996
(b) For periods of less than a full year, total returns are not annualized.
(c) Annualized
</TABLE>
<PAGE>
Carl Domino Equity Income Fund
Notes to Financial Statements
April 30, 2000
(Unaudited)
NOTE 1. ORGANIZATION
Carl Domino Equity Income Fund (the "Fund") was organized as a series of
the AmeriPrime Funds, an Ohio business trust (the "Trust"), on August 8, 1995
and commenced operations on December 1, 1995. 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 of capital together with current income. The Declaration of Trust permits
the Board of Trustees (the "Board") 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 Adviser'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
adviser 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 adviser, 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
adviser believes such prices accurately reflect the fair market value of such
securities. A pricing service utilizes electronic data processing techniques
based on yield spreads relating to securities with similar characteristics to
determine prices for normal institutional size trading units of debt securities
without regard to sale or bid prices. When prices are not readily available from
a pricing service, or when restricted or illiquid securities are being valued,
securities are valued at fair value as determined in good faith by the adviser,
subject to review of the Board. Short-term investments in fixed-income
securities with maturities of less than 60 days when acquired, or which
subsequently are within 60 days of maturity, are valued by using the amortized
cost method of valuation, which the Board has determined will represent fair
value.
Federal Income Taxes - 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 comply with federal tax
rules regarding distribution of substantially all of its net investment income
and capital gains. These rules may cause multiple distributions during the
course of the 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
At April 30, 2000, the Fund retained Carl Domino Associates, L.P. (the
"Adviser") to manage the Fund's investments. The Adviser is a limited
partnership organized in Delaware and its general partner is Carl Domino, Inc.
The controlling shareholder of Carl Domino, Inc. is Carl Domino. Mr. Domino is
primarily responsible for the day-to-day management of the Fund's portfolio.
Under the terms of the management agreement (the "Agreement"), the Adviser
manages the Fund's investments subject to approval of the Board of Trustees and
pays all of the expenses of the Fund except brokerage 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 Adviser a fee computed and
accrued daily and paid monthly at an annual rate of 1.50% 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 Adviser. For the six months ended April 30,
2000, the Adviser received a fee of $50,920 from the Fund. For the six months
ended April 30, 2000, the Adviser has voluntarily agreed to reimburse other
expenses to the extent necessary to maintain total operating expenses at the
rate of 1.50%. For the six months ended April 30, 2000, the Adviser reimbursed
expenses of $2,153. There is no assurance that such reimbursement will continue
in the future.
The Fund retains AmeriPrime Financial Services, Inc. (the "Administrator"),
a wholly owned subsidiary of Unified Financial Services, Inc., to manage the
Fund's business affairs and to provide the Fund with administrative services,
including all regulatory reporting and necessary office equipment and personnel.
The Administrator receives a monthly fee from the Adviser equal to an annual
rate of 0.10% of the Fund's assets under $50 million, 0.075% of the Fund's
assets from $50 million to $100 million, and 0.050% of the Fund's assets over
$100 million (subject to a minimum fee of $2,500 per month). For the six months
ended April 30, 2000, the Administrator received fees of $15,000 from the
Adviser for administrative services provided to the Fund.
The Fund retains Unified Fund Services, Inc. ("Unified"), a wholly owned
subsidiary of Unified Financial Services, Inc., to act as the Fund's transfer
agent and fund accountant. For its services as transfer agent, Unified receives
a monthly fee from the Adviser of $1.20 per shareholder (subject to a minimum
monthly fee of $750). For the six months ended April 30, 2000, Unified received
fees of $8,046 from the Adviser for transfer agent services provided to the
Fund. For its services as fund accountant, Unified receives an annual fee from
the Adviser equal to 0.0275% of the Fund's assets up to $100 million, and
0.0250% of the Fund's assets from $100 million to $300 million, and 0.0200% of
the Fund's assets over $300 million (subject to various monthly minimum fees,
the maximum being $2,000 per month for assets of $20 to $100 million). For the
six months ended April 30, 2000, Unified received fees of $6,600 from the
Adviser for fund accounting services provided to the Fund.
The Fund retains AmeriPrime Financial Securities, Inc. (the Distributor), a
wholly owned subsidiary of Unified Financial Services, Inc., to act as the
principal distributor of Fund shares. There were no payments made to the
Distributor for the six months ended April 30, 2000. Certain members of
management of the Administrator and the Distributor are also members of
management of the Trust.
NOTE 4. SHARE TRANSACTIONS
As of April 30, 2000, there were an unlimited number of authorized shares
for the Fund. Paid in capital at April 30, 2000 was $6,227,679.
Transactions in shares were as follows:
<TABLE>
<S> <C> <C> <C> <C>
Six months ended Year ended
April 30, 2000 (Unaudited) October 31, 1999
Shares Dollars Shares Dollars
Shares sold 40,694 $610,203 62,316 $1,016,253
Shares issued in reinvestment
of dividends 58,692 795,281 5,461 83,004
Shares redeemed (142,166) (1,982,829) (91,234) (1,428,177)
---------- ------------ --------- ------------
(42,780) $(577,345) (23,457) $ (328,920)
========== ============ ========= ============
</TABLE>
NOTE 5. INVESTMENTS
For the six months ended April 30, 2000, purchases and sales of investment
securities, other than short-term investments, aggregated $715,538 and
$2,048,495, respectively. The gross unrealized appreciation for all securities
totaled $714,443 and the gross unrealized depreciation for all securities
totaled $1,031,865 for a net unrealized depreciation of $317,422. The aggregate
cost of securities for federal income tax purposes at April 30, 2000 was
$6,423,076.
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 Adviser 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 April 30, 2000, Carl Domino
Associates, L.P., and entities, which the Adviser could be deemed to control or
have investment discretion over, beneficially owned in aggregate more than 29%
of the Fund.
NOTE 8. SUBSEQUENT EVENT
On April 29, 2000, a majority of shareholders of Carl Domino Equity Income
Fund approved the selection of Northern Trust Investments, Inc. ("NTI") as the
new investment adviser to the Fund, effective May 1, 2000. On that date, NTI
acquired substantially all of the assets of Carl Domino Associates, L.P.
("Domino LP"), the Fund's former investment adviser, and converted Domino LP
into a division of NTI known as Northern Trust Value Investors ("NT Value"). The
portfolio manager of the Fund, Carl Domino, is now a portfolio manager with NT
Value and will remain responsible for the day-to-day management of the Fund.
Total votes at the shareholder meeting were as follows:
For Approval: 297,920
Against Approval: 2,622
Abstain: 0
<PAGE>
Carl Domino Global Equity Income Fund
Schedule of Investments - April 30, 2000
(Unaudited)
<TABLE>
<S> <C> <C>
Common Stocks - 85.2% Shares Value
BASIC INDUSTRIES - 6.7%
Chemicals - 3.1%
DuPont (E.I.) de NeMours & Co. 176 $ 8,437
Imperial Chemical Industries PLC (c) 500 17,375
PPG Industries, Inc. 300 16,312
------------------
42,124
------------------
Manufacturers / Diversified - 1.3%
Minnesota Mining & Manufacturing Co. 200 17,300
------------------
Metals & Mining - 2.3%
Rio Tinto PLC (c) 500 32,156
------------------
TOTAL BASIC INDUSTRIES 91,580
------------------
DURABLES - 4.6%
Autos & Auto Parts - 4.6%
DaimlerChrysler AG (d) 200 11,513
Delphi Automotive Systems Corp. 1,000 19,125
Ford Motor Co. 200 10,937
Snap-On, Inc. 350 9,275
Volvo AB - Class B (c) 500 11,969
------------------
62,819
------------------
ENERGY - 14.6%
Energy Services - 3.4%
Schlumberger Ltd. (f) 400 30,625
Baker Hughes, Inc. 500 15,906
------------------
46,531
------------------
Oil & Gas - 11.2%
Conoco Inc. - Class B 365 9,079
Royal Dutch Petroleum Co. (e) 400 22,900
Shell Transport & Trading Co. PLC (c) 600 28,950
Texaco, Inc. 200 9,850
Total Fina Elf S.A. (c) 637 48,094
USX-Marathon Group, Inc. 1,500 34,969
------------------
153,842
------------------
TOTAL ENERGY 200,373
------------------
FINANCE - 9.8%
Banks - 4.6%
Bank of America Corp. 400 19,600
Barclays PLC (c) 200 21,400
Chase Manhattan Corp. 150 10,828
First Union Corp. 350 11,156
------------------
62,984
------------------
Insurance - 5.2%
AXA-UAP (c) 300 23,025
Hartford Financial Services Group, Inc. 550 28,738
ING Groep N.V. (c) 151 8,296
SAFECO Corp. 550 12,169
------------------
72,228
------------------
TOTAL FINANCE 135,212
------------------
HEALTH - 6.9%
Diversified - 0.8%
American Home Products Corp. 200 11,237
------------------
Drugs & Pharmaceuticals - 4.2%
Glaxo Wellcome PLC (c) 600 37,462
SmithKline Beecham PLC (c) 300 20,625
------------------
58,087
------------------
Medical Equipment & Supplies - 1.9%
Baxter International, Inc. 400 26,100
------------------
TOTAL HEALTH 95,424
------------------
INDUSTRIAL MACHINERY & EQUIPMENT - 3.8%
Electrical Equipment - 1.4%
Thomas & Betts Corp. 600 18,525
------------------
Industrial Machinery & Equipment - 2.4%
CNH Global N.V. (c) 1,000 13,500
Caterpillar, Inc. 500 19,719
------------------
33,219
------------------
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 51,744
------------------
MEDIA & LEISURE - 4.5%
Entertainment - 2.3%
News Corp. Ltd. (c) 600 30,863
------------------
Lodging & Gaming - 0.7%
Cedar Fair, L.P. 500 9,500
------------------
Publishing - 1.5%
McGraw-Hill Companies, Inc. 400 21,025
------------------
TOTAL MEDIA & LEISURE 61,388
------------------
NON-DURABLES - 5.1%
Cosmetics - 1.5%
Avon Products, Inc. 500 20,750
------------------
Foods - 1.4%
Sara Lee Corp. 1,300 19,500
------------------
Household Products - 2.2%
Kimberly-Clark Corp. 200 11,613
Unilever PLC (c) 714 17,761
------------------
29,374
------------------
TOTAL NON-DURABLES 69,624
------------------
SERVICES - 2.6%
Miscellaneous Services - 1.1%
Dun & Bradstreet Corp. 500 15,031
------------------
Services - 1.5%
Block (H&R), Inc. 500 20,906
------------------
TOTAL SERVICES 35,937
------------------
TECHNOLOGY - 6.3%
Computer Services & Software - 1.4%
SAP AG (c) 400 19,600
------------------
Communication Equipment - 1.0%
Eircom PLC (c) 1,000 13,750
------------------
Electronic Business Equipment - 1.0%
Xerox Corp. 500 13,219
------------------
Electronics - 2.1%
Tektronix Inc. 500 28,938
------------------
Photography & Imaging - 0.8%
Eastman Kodak Co. 200 11,275
------------------
TOTAL TECHNOLOGY 86,782
------------------
TRANSPORTATION - 2.4%
Air Delivery, Freight & Parcel Services - 2.4%
United Parcel Service, Inc. - Class B 500 33,250
------------------
UTILITIES - 17.9%
Electric Utility - 0.8%
Veba AG (c) 200 10,500
------------------
Natural Gas - 6.3%
BG Group PLC (c) 444 13,375
El Paso Energy Corp. 800 34,250
Transportadora de Gas del Sur S.A. (c) 1,500 12,375
Williams Companies, Inc. 700 26,119
------------------
86,119
------------------
Telephone Services - 10.8%
AT&T Corp. 450 21,009
Bell Atlantic Corp. 200 11,775
British Telecommunications PLC (c) 150 27,450
Global Crossing Ltd. (a) 500 15,750
Nippon Telegraph & Telephone Corp. (c) 500 31,844
Telecom Italia S.p.A. (c) 200 28,575
VersaTel Telecom International N.V. (a) (c) 300 12,131
------------------
148,534
------------------
TOTAL UTILITIES 245,153
------------------
TOTAL COMMON STOCKS (Cost $1,104,802) 1,169,286
------------------
Principal
Amount Value
Money Market Securities - 14.8%
Firstar Treasury Fund, 5.00% (b) (Cost $202,724) 202,724 202,724
------------------
TOTAL INVESTMENTS - 100.0% (Cost $1,307,526) 1,372,010
------------------
Other assets less liabilities - 0.0% 71
------------------
TOTAL NET ASSETS - 100.0% $ 1,372,081
==================
(a) Non-income producing
(b) Variable rate security; the coupon rate shown represents the rate at April 30, 2000.
(c) American Depository Receipt
(d) Global Shares
(e) New York Registry Shares
(f) Ordinary Shares
</TABLE>
<PAGE>
Carl Domino Global Equity Income Fund
Statement of Assets & Liabilities
April 30, 2000 (Unaudited)
<TABLE>
Assets
<S> <C> <C>
Investment in securities, at value (cost $1,307,526) $ 1,372,010
Dividends receivable 3,836
Interest receivable 627
--------------------
Total assets 1,376,473
Liabilities
Accrued investment advisory fee payable $ 1,769
Payable to custodian 2,623
------------------
Total liabilities 4,392
--------------------
Net Assets $ 1,372,081
====================
Net Assets consist of:
Paid in capital $ 1,288,880
Accumulated undistributed net investment income 2,067
Accumulated net realized gain (loss) on investments 16,650
Net unrealized appreciation on investments 64,484
--------------------
Net Assets, for 114,817 shares $ 1,372,081
====================
Net Asset Value
Net Assets
Offering price and redemption price per share ($1,372,081 / 114,817) $ 11.95
====================
</TABLE>
<PAGE>
Carl Domino Global Equity Income Fund
Statement of Operations
for the six months ended April 30, 2000
(Unaudited)
<TABLE>
<S> <C> <C>
Investment Income
Dividend income $ 13,321
Interest income 298
-------------------
Total Income 13,619
Expenses
Investment advisory fee $ 10,243
Trustees' fees 479
Withholding tax expense 135
---------------
Total Expenses before Reimbursement 10,857
Reimbursed expenses (479)
---------------
Total Operating Expenses 10,378
-------------------
Net Investment Income 3,241
-------------------
Realized & Unrealized Gain (Loss)
Net realized gain (loss) on investment securities 35,978
Change in net unrealized appreciation (depreciation)
on investment securities 7,379
---------------
Net gain on investment securities 43,357
-------------------
Net increase in net assets resulting from operations $ 46,598
===================
</TABLE>
<PAGE>
Carl Domino Global Equity Income Fund
Statement of Changes In Net Assets
<TABLE>
<S> <C> <C>
Six months Period
ended ended
April 30, 2000 October 31,
(Unaudited) 1999 (a)
------------------ -----------------
Increase/(Decrease) in Net Assets
Operations
Net investment income $ 3,241 $ 14,817
Net realized gain (loss) on investment securities 35,978 (19,328)
Change in net unrealized appreciation (depreciation) 7,379 57,105
------------------ -----------------
Net Increase in net assets resulting from operations 46,598 52,594
------------------ -----------------
Distributions
From net investment income (15,991) 0
From net realized gain 0 0
------------------ -----------------
Total Distributions (15,991) 0
------------------ -----------------
Share Transactions
Net proceeds from sale of shares 0 1,382,789
Shares issued in reinvestment of dividends 15,991 0
Shares redeemed 0 (109,900)
------------------ -----------------
Net increase in net assets resulting
from share transactions 15,991 1,272,889
------------------ -----------------
Total increase in net assets 46,598 1,325,483
Net Assets
Beginning of period 1,325,483 0
------------------ -----------------
End of period [including accumulated undistributed net
investment income of $2,067 and $14,817, respectively] $ 1,372,081 $ 1,325,483
================== =================
</TABLE>
(a) December 31, 1998 (commencement of operations) to October 31, 1999
<PAGE>
Carl Domino Global Equity Income Fund
Financial Highlights
<TABLE>
<S> <C> <C>
Six months Period
ended ended
April 30, 2000 October 31,
(Unaudited) 1999 (a)
--------------- -----------------
Selected Per Share Data
Net asset value, beginning of period $ 11.68 $ 10.00
--------------- -----------------
Income from investment operations
Net investment income 0.03 0.14
Net realized and unrealized gain (loss) 0.38 1.54
--------------- -----------------
Total from investment operations 0.41 1.68
--------------- -----------------
Distributions to shareholders
From net investment income (0.14) 0.00
From net realized gain 0.00 0.00
--------------- -----------------
Total distributions (0.14) 0.00
--------------- -----------------
Net asset value, end of period $ 11.95 $ 11.68
=============== =================
Total Return (b) 3.59% 16.80%
Ratios and Supplemental Data
Net assets, end of period (000) $1,372 $1,372
Ratio of expenses to average net assets 1.52% (c) 1.50% (c)
Ratio of expenses to average net assets
before reimbursement 1.59% (c) 1.55% (c)
Ratio of net investment income to
average net assets 0.47% (c) 1.42% (c)
Ratio of net investment income to
average net assets before reimbursement 0.40% (c) 1.37% (c)
Portfolio turnover rate 6.49% (c) 28.34% (c)
</TABLE>
(a) December 31, 1998 (commencement of operations) to October 31, 1999
(b) For periods of less than a full year, total returns are not annualized
(c) Annualized
<PAGE>
Carl Domino Global Equity Income Fund
Notes to Financial Statements
April 30, 2000 (Unaudited)
NOTE 1. ORGANIZATION
Carl Domino Global Equity Income Fund (the "Fund") was organized as a
series of the AmeriPrime Funds (the "Trust) on October 28, 1998 and commenced
operations on December 31, 1998. The Trust is established under the laws of Ohio
by an Agreement and Declaration of Trust dated August 8, 1995 (the "Trust
Agreement"). 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 of capital together with
current income. The Declaration of Trust permits the Board of Trustees (the
"Board") 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 Adviser'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
Adviser 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 Adviser, 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
Adviser believes such prices accurately reflect the fair market value of such
securities. A pricing service utilizes electronic data processing techniques
based on yield spreads relating to securities with similar characteristics to
determine prices for normal institutional-size trading units of debt securities
without regard to sale or bid prices. When prices are not readily available from
a pricing service, or when restricted or illiquid securities are being valued,
securities are valued at fair value as determined in good faith by the Adviser,
subject to review of the Board. Short-term investments in fixed-income
securities with maturities of less than 60 days when acquired, or which
subsequently are within 60 days of maturity, are valued by using the amortized
cost method of valuation, which the Board has determined will represent fair
value.
Federal Income Taxes - 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 comply with federal tax
rules regarding distribution of substantially all of its net investment income
and capital gains. These rules may cause multiple distributions during the
course of the 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
At April 30, 2000, the Fund retained Carl Domino Associates, L.P. (the
"Adviser") to manage the Fund's investments. The Adviser is a limited
partnership organized in Delaware and its general partner is Carl Domino, Inc.
The controlling shareholder of Carl Domino, Inc. is Carl J. Domino. John
Wagstaff-Callahan, a partner of the Adviser, is primarily responsible for the
day-to-day management of the Fund's portfolio.
Under the terms of the management agreement (the "Agreement"), the Adviser
manages the Fund's investments subject to approval of the Board of Trustees and
pays all of the expenses of the Fund except brokerage 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 Adviser a fee of 1.50% 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 Adviser. For the six months ended
April 30, 2000, the Adviser received a fee of $10,243 from the Fund. The Adviser
has voluntarily agreed to reimburse other expenses to the extent necessary to
maintain total operating expenses at the rate of 1.50%. For the six months ended
April 30, 2000, the Adviser reimbursed expenses of $479. There is no assurance
that such reimbursement will continue in the future.
The Fund retains AmeriPrime Financial Services, Inc. (the "Administrator"),
a wholly owned subsidiary of Unified Financial Services, Inc., to manage the
Fund's business affairs and provide the Fund with administrative services,
including all regulatory reporting and necessary office equipment and personnel.
The Administrator receives a monthly fee from the Adviser equal to an annual
rate of 0.10% of the Fund's assets under $50 million, 0.075% of the Fund's
assets from $50 million to $100 million, and 0.050% of the Fund's assets over
$100 million (subject to a minimum fee of $2,500 per month). The Administrator
reduced the minimum fee to $1,250 for the six months ended April 30, 2000. There
is no assurance that such arrangement will continue in the future. For the six
months ended April 30, 2000, the Administrator received fees of $7,500 from the
Adviser for administrative services provided to the Fund.
The Fund retains Unified Fund Services, Inc. ("Unified"), a wholly owned
subsidiary of Unified Financial Services, Inc., to act as the Fund's transfer
agent and fund accountant. For its services as transfer agent, Unified receives
a monthly fee from the Adviser of $1.20 per shareholder (subject to a minimum
monthly fee of $750). For the six months ended April 30, 2000, Unified received
fees of $6,753 for transfer agent services provided to the Fund. For its
services as fund accountant, Unified receives an annual fee from the Adviser
equal to 0.0275% of the Fund's assets up to $100 million, and 0.0250% of the
Fund's assets from $100 million to $300 million, and 0.0200% of the Fund's
assets over $300 million (subject to various monthly minimum fees, the maximum
being $2,000 per month for assets of $20 to $100 million). For the six months
ended April 30, 2000, Unified received fees of $4,800 for fund accounting
services provided to the Fund.
The Fund retains AmeriPrime Financial Securities, Inc. ("the Distributor"),
a wholly owned subsidiary of Unified Financial Services, Inc., to act as the
principal distributor of the Fund's shares. There were no payments made to the
Distributor for the six months ended April 30, 2000. Certain members of
management of the Administrator and the Distributor are also members of
management of the Trust.
NOTE 4. SHARE TRANSACTIONS
As of April 30, 2000, there were an unlimited number of authorized shares
for the Fund. Paid in capital at April 30, 2000 was $1,288,880.
Transactions in shares were as follows:
<TABLE>
<S> <C> <C> <C> <C>
For the six months For the period December 31, 1998
ended April 30, 2000 (Commencement of Operations)
(Unaudited) through October 31, 1999
Shares Dollars Shares Dollars
Shares sold 0 $0 123,489 $1,382,789
Shares issued in
reinvestment of 1,328 15,991 0 0
distributions
Shares redeemed 0 0 (10,000) (109,900)
--------- ----------- ---------- -------------
1,328 $15,991 113,489 $1,272,889
========= =========== ========== =============
</TABLE>
NOTE 5. INVESTMENTS
For the six months ended April 30, 2000, purchases and sales of investment
securities, other than short-term investments, aggregated $43,002 and $239,517,
respectively. As of April 30, 2000, the gross unrealized appreciation for all
securities totaled $183,022 and the gross unrealized depreciation for all
securities totaled $118,538 for a net unrealized appreciation of $64,484. The
aggregate cost of securities for federal income tax purposes at April 30, 2000
was $1,307,526.
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 Adviser 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 April 30, 2000, Carl Domino
Associates, L.P., and entities the Adviser could be deemed to control or have
investment discretion over, beneficially owned in aggregate 100% of the Fund.
NOTE 8. SUBSEQUENT EVENT
On April 29, 2000, a majority of shareholders of Carl Domino Global Equity
Income Fund approved the selection of Northern Trust Investments, Inc. ("NTI")
as the new investment adviser to the Fund, effective May 1, 2000. On that date,
NTI acquired substantially all of the assets of Carl Domino Associates, L.P.
("Domino LP"), the Fund's former investment adviser, and converted Domino LP
into a division of NTI known as Northern Trust Value Investors ("NT Value"). The
portfolio manager of the Fund, Carl Domino, is now a portfolio manager with NT
Value and will remain responsible for the day-to-day management of the Fund.
Total votes at the shareholder meeting were as follows:
For Approval: 114,817
Against Approval: 0
Abstain: 0
<PAGE>
Carl Domino Growth Fund
Schedule of Investments - April 30, 2000 (Unaudited)
<TABLE>
<S> <C> <C>
Common Stocks - 99.8% Shares Value
Application Software - 16.7%
Microsoft Corp. (a) 1,360 $ 94,860
Oracle Corp. (a) 1,540 123,104
Veritas Software Corp. (a) 175 18,771
------------------
236,735
------------------
Building Supplies - 5.4%
Home Depot, Inc. 1,365 76,525
------------------
Communication Equipment - 4.7%
Lucent Technologies, Inc. 600 37,312
Tellabs, Inc. (a) 540 29,599
------------------
66,911
------------------
Computer Services & Software - 2.8%
America Online, Inc. (a) 660 39,518
------------------
Data Storage Devices - 12.9%
EMC Corp. (a) 1,320 183,398
------------------
Diversified Computer Systems - 7.5%
International Business Machines, Inc. 290 32,371
Sun Microsystems, Inc. (a) 800 73,550
------------------
105,921
------------------
Diversified Electronics - 1.4%
JDS Uniphase Corp. (a) 188 19,505
------------------
Drug Manufacturers - 3.8%
Johnson & Johnson 360 29,700
Schering-Plough, Inc. 600 24,188
------------------
53,888
------------------
General Merchandise Stores - 4.0%
Wal-Mart Stores, Inc. 1,030 57,036
------------------
Information Technology Services - 2.2%
Electronic Data Systems Corp. 454 31,326
------------------
Medical Equipment & Supplies - 5.9%
Medtronic, Inc. 1,620 84,139
------------------
Networking & Communication Devices - 4.6%
Cisco Systems, Inc. (a) 940 65,168
------------------
Printed Circuit Boards - 3.4%
Jabil Circuit, Inc. (a) 1,180 48,306
------------------
Semiconductor - 16.5%
Altera Corp. (a) 570 58,283
Intel Corp. 1,000 126,813
Xilinx, Inc. (a) 670 49,077
------------------
234,173
------------------
Telephone Services - 3.0%
MCI WorldCom, Inc. (a) 940 42,711
------------------
Wireless Communications - 5.0%
Nokia Corp. (a) (c) 760 43,225
Vodafone Airtouch Public PLC (a) (c) 600 28,200
------------------
71,425
------------------
TOTAL COMMON STOCKS (Cost $1,077,080) 1,416,685
------------------
Principal
Amount Value
Money Market Securities - 0.3%
Firstar Treasury Fund, 5.00% (b) (Cost $5,131) 5,131 5,131
------------------
TOTAL INVESTMENTS - 100.1% (Cost $1,082,211) 1,421,816
------------------
Liabilities in excess of other assets - (0.1%) (2,024)
------------------
TOTAL NET ASSETS - 100.0% $ 1,419,792
==================
(a) Non-income producing
(b) Variable rate security; the coupon rate shown represents the rate at April 30, 2000.
(c) American Depository Receipt
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Carl Domino Growth Fund April 30, 2000
Statement of Assets & Liabilities (Unaudited)
Assets
Investment in securities, at value (cost $1,082,211) $ 1,421,816
Dividend receivable 77
Interest receivable 41
--------------------
Total assets 1,421,934
Liabilities
Payable to custodian bank $ 30
Accrued investment advisory fee 2,112
------------------
Total liabilities 2,142
--------------------
Net Assets $ 1,419,792
====================
Net Assets consist of:
Paid in capital $ 1,172,485
Accumulated undistributed net investment loss (8,159)
Accumulated net realized loss on investments (84,139)
Net unrealized appreciation on investments 339,605
--------------------
Net Assets, for 113,720 shares $ 1,419,792
====================
Net Asset Value
Net Assets
Offering price and redemption price per share ($1,419,792 / 113,720) $ 12.48
====================
</TABLE>
Carl Domino Growth Fund
Statement of Operations
for the six months ended April 30, 2000
(Unaudited)
<TABLE>
<S> <C> <C>
Investment Income
Dividend income $ 1,680
Interest income 285
-------------------
Total Income 1,965
Expenses
Investment advisory fee $ 10,124
Trustees' fees 479
----------------
Total expenses before reimbursement 10,603
Reimbursed expenses (479)
----------------
Total operating expenses 10,124
-------------------
Net Investment Loss (8,159)
-------------------
Realized & Unrealized Gain (Loss)
Net realized loss on investment securities (54,408)
Change in net unrealized appreciation
on investment securities 262,569
----------------
Net gain on investment securities 208,161
-------------------
Net increase in net assets resulting from operations $ 200,002
===================
</TABLE>
Carl Domino Growth Fund
Statement of Changes In Net Assets
<TABLE>
<S> <C> <C>
For the six For the
months ended period ended
April 30, 2000 October 31,
(Unaudited) 1999 (a)
------------------ ------------------
Increase/(Decrease) in Net Assets
Operations
Net investment loss $ (8,159) $ (8,365)
Net realized loss on investment securities (54,408) (21,366)
Change in net unrealized appreciation 262,569 77,036
------------------ ------------------
Net increase in net assets resulting from operations 200,002 47,305
------------------ ------------------
Distributions
From net investment income 0 0
From net realized gain 0 0
------------------ ------------------
Total Distributions 0 0
------------------ ------------------
Share Transactions
Net proceeds from sale of shares 49,000 1,227,300
Shares issued in reinvestment of dividends 0 0
Shares redeemed 0 (103,815)
------------------ ------------------
Net increase in net assets resulting
from share transactions 49,000 1,123,485
------------------ ------------------
Total increase in net assets 249,002 1,170,790
Net Assets
Beginning of period 1,170,790 0
------------------ ------------------
End of period [including accumulated undistributed net
investment loss of $8,159 and $0, respectively] $ 1,419,792 $ 1,170,790
================== ==================
</TABLE>
(a) December 31, 1998 (commencement of operations) to October 31, 1999
<PAGE>
Carl Domino Growth Fund
Financial Highlights
<TABLE>
<S> <C> <C>
For the six For the
months ended period ended
April 30, 2000 October 31,
(Unaudited) 1999 (a)
----------------- -----------------
Selected Per Share Data $ 10.70 $ 10.00
Net asset value, beginning of period ----------------- -----------------
Income from investment operations:
Net investment loss (0.07) (0.09)
Net realized and unrealized gain 1.85 0.79
----------------- -----------------
Total from investment operations 1.78 0.70
----------------- -----------------
Less distributions:
From net realized gain 0.00 0.00
From net investment income 0.00 0.00
----------------- -----------------
Total distributions 0.00 0.00
----------------- -----------------
Net asset value, end of period $ 12.48 $ 10.70
================= =================
Total Return (b) 16.64% 7.00%
Ratios and Supplemental Data
Net assets, end of period (000) $1,420 $1,171
Ratio of expenses to average net assets 1.50% (c) 1.50% (c)
Ratio of expenses to average net assets
before reimbursement 1.57% (c) 2.42% (c)
Ratio of net investment income (loss) to
average net assets (1.21)%(c) (0.99)%(c)
Ratio of net investment income (loss) to
average net assets before reimbursement (1.28)%(c) (1.91)%(c)
Portfolio turnover rate 50.90% (c) 34.37% (c)
</TABLE>
(a) December 31, 1998 (commencement of operations) to October 31, 1999
(b) For periods of less than a full year, total returns are not annualized.
(c) Annualized
<PAGE>
Carl Domino Growth Fund
Notes to Financial Statements
April 30, 2000 (Unaudited)
NOTE 1. ORGANIZATION
Carl Domino Growth Fund (the "Fund") was organized as a series of the
AmeriPrime Funds (the "Trust") on October 28, 1998 and commenced operations on
December 31, 1998. The Trust is established under the laws of Ohio by an
Agreement and Declaration of Trust dated August 8, 1995 (the "Trust Agreement").
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 growth of capital. The Declaration of Trust
permits the Board of Trustees (the "Board") 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 Adviser'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
Adviser 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 Adviser, 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
Adviser believes such prices accurately reflect the fair market value of such
securities. A pricing service utilizes electronic data processing techniques
based on yield spreads relating to securities with similar characteristics to
determine prices for normal institutional-size trading units of debt securities
without regard to sale or bid prices. When prices are not readily available from
a pricing service, or when restricted or illiquid securities are being valued,
securities are valued at fair value as determined in good faith by the Adviser,
subject to review of the Board. Short-term investments in fixed-income
securities with maturities of less than 60 days when acquired, or which
subsequently are within 60 days of maturity, are valued by using the amortized
cost method of valuation, which the Board has determined will represent fair
value.
Federal Income Taxes - 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 comply with federal tax
rules regarding distribution of substantially all of its net investment income
and capital gains. These rules may cause multiple distributions during the
course of the 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
At April 30, 2000, the Fund retained Carl Domino Associates, L.P. (the
"Adviser") to manage the Fund's investments. The Adviser is a limited
partnership organized in Delaware and its general partner is Carl Domino, Inc.
The controlling shareholder of Carl Domino, Inc. is Carl J. Domino. Bruce Honig
is primarily responsible for the day-to-day management of the Fund's portfolio.
Under the terms of the management agreement (the "Agreement"), the Adviser
manages the Fund's investments subject to approval of the Board of Trustees and
pays all of the expenses of the Fund except brokerage 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 Adviser a fee of 1.50% 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 Adviser. For the six months ended
April 30, 2000, the Adviser received a fee of $10,124 from the Fund. The Adviser
has voluntarily agreed to reimburse other expenses to the extent necessary to
maintain total operating expenses at the rate of 1.50%. For the six months ended
April 30, 2000, the Adviser reimbursed expenses of $479. There is no assurance
that such reimbursement will continue in the future.
The Fund retains AmeriPrime Financial Services, Inc. (the "Administrator"),
a wholly owned subsidiary of Unified Financial Services, Inc., to manage the
Fund's business affairs and provide the Fund with administrative services,
including all regulatory reporting and necessary office equipment and personnel.
The Administrator receives a monthly fee equal to an annual rate of 0.10% of the
Fund's assets under $50 million, 0.075% of the Fund's assets from $50 million to
$100 million, and 0.050% of the Fund's assets over $100 million (subject to a
minimum fee of $2,500 per month). The Administrator reduced the minimum fee to
$1,250 for the six months ended April 30, 2000. There is no assurance that such
arrangement will continue in the future. For the six months ended April 30,
2000, the Administrator received fees of $7,500 from the Adviser for
administrative services provided to the Fund.
The Fund retains Unified Fund Services, Inc. ("Unified"), a wholly owned
subsidiary of Unified Financial Services, Inc., to act as the Fund's transfer
agent and fund accountant. For its services as transfer agent, Unified receives
a monthly fee from the Adviser of $1.20 per shareholder (subject to a minimum
monthly fee of $750). For the six months ended April 30, 2000, Unified received
fees of $6,000 for transfer agent services provided to the Fund. For its
services as fund accountant, Unified receives an annual fee from the Adviser
equal to 0.0275% of the Fund's assets up to $100 million, 0.0250% of the fund's
assets from $100 million to $300 million and 0.0200% of the Fund's assets over
$300 million (subject to various monthly minimum fees, the maximum being $2,000
per month for assets of $20 million to $100 million). For the six months ended
April 30, 2000, Unified received fees of $4,800 for fund accounting services
provided to the Fund.
The Fund retains AmeriPrime Financial Securities, Inc. (the "Distributor"),
a wholly owned subsidiary of Unified Financial Services, Inc., to act as the
principal distributor of the Fund's shares. There were no payments made to the
Distributor for the six months ended April 30, 2000. Certain members of
management of the Administrator and the Distributor are also members of
management of the Trust.
NOTE 4. SHARE TRANSACTIONS
As of April 30, 2000, there were an unlimited number of authorized shares
for the Fund. Paid in capital at April 30, 2000 was $1,172,485.
Transactions in shares were as follows:
<TABLE>
<S> <C> <C>
Six months ended For the period December 31,1998
April 30, 2000 (Commencement of Operations) to
(Unaudited) October 31, 1999
<S> <C> <C> <C> <C>
Shares Dollars Shares Dollars
Shares sold 4,316 $49,000 119,405 $1,227,300
Shares redeemed 0 0 (10,001) (103,815)
------ ------- -------- ----------
4,316 $49,000 109,404 $1,123,485
======= ======= ======== ===========
</TABLE>
NOTE 5. INVESTMENTS
For the six months ended April 30, 2000, purchases and sales of investment
securities, other than short-term investments, aggregated $381,532 and $337,347,
respectively. The gross unrealized appreciation for all securities totaled
$403,120 and the gross unrealized depreciation for all securities totaled
$63,515 for a net unrealized appreciation of $339,605. The aggregate cost of
securities for federal income tax purposes at April 30, 2000 was $1,082,211.
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 Adviser 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 April 30, 2000, Carl Domino
Associates, L.P., and entities which the Adviser could be deemed to control or
have investment discretion over, beneficially owned in aggregate more than 66%
of the Fund.
NOTE 8. SUBSEQUENT EVENT
On April 29, 2000, a majority of shareholders of Carl Domino Equity Income
Fund approved the selection of Northern Trust Investments, Inc. ("NTI") as the
new investment adviser to the Fund, effective May 1, 2000. On that date, NTI
acquired substantially all of the assets of Carl Domino Associates, L.P.
("Domino LP"), the Fund's former investment adviser, and converted Domino LP
into a division of NTI known as Northern Trust Value Investors ("NT Value"). The
portfolio manager of the Fund, Carl Domino, is now a portfolio manager with NT
Value and will remain responsible for the day-to-day management of the Fund.
Total votes at the shareholder meeting were as follows:
For Approval: 107,697
Against Approval: 0
Abstain: 0
<PAGE>
Dear Charter Shareholders:
Since we assumed management of the Marathon Value Portfolio as of March 28,
2000, this semi-annual letter only covers one month of operation and will
therefore differ from your subsequent letters in both content and form. In form,
we are copying the reports for this period instead of printing them, as we will
in the future. Thereby saving some money on printing costs for this initial
period. In content, we will be briefer due to the short term of operation. The
fund has expanded substantially since the date of the accompanying statements.
We have approached this decade with optimism. Today's climate reflects the
uneven stock market of the last two years where the majority of stocks on the
New York Stock Exchange have languished while a new group of "nifty fifty"
stocks, heavily weighted in the averages, have flourished. There exists an
important distinction between market losses due to fluctuations in prices and
permanent loss of capital. Any share price, even that of a company that is
"undervalued", can decline over a period of time. But in the absence of a
distinct deterioration in a company's business, it will not prove lasting. If,
however, investments are made without regard to sound valuation or for reasons
of speculation, permanent loss of capital can result. Likewise, a balanced,
diversified portfolio may suffer temporary loss of value, but permanent damage
will occur to portfolios that lack diversification or proper balance. Marathon
Value Portfolio currently contains about thirty-five companies. We were able to
capitalize on recent market declines, which enabled us to buy such stocks as
Coca-Cola at $45.75 and Merck at $69.50.
Unlike managing individual accounts where absolute performance is more important
to most of you rather than relative performance, the MVP fund performance will
be compared to the S & P 500. In our year-end report, we look forward to
reporting meaningful performance results and comparisons. We believe that
Marathon Value Portfolio will grow as it continues to prove itself a sound way
to invest in the stock market.
To check the fund price (NAV) of Marathon Value Portfolio you can call the
toll-free number at Unified Fund Services 1-800-788-6086. Family and friends can
request additional prospectus also by calling the same toll-free number. For
those clients in the Atlanta area, the price is also updated daily on the
Spectrum Advisory Services phone number 770-393-8725. Additional information
about Marathon can be obtained from the Spectrum Advisory web site:
www.spectrumadvisory.com.
Like all mutual funds, we will eventually do some advertising - in our case,
without expense to the shareholders. However, to date we have relied on
word-of-mouth advertising from our current investors and for that we are
thankful and greatly appreciate your efforts.
Sincerely,
Marc S. Heilweil
Portfolio Manager
<PAGE>
Marathon Value Portfolio
Schedule of Investments - April 30, 2000 (Unaudited)
<TABLE>
<S> <C> <C>
Common Stocks - 44.7% Shares Value
Aerospace Defense - 2.3%
Spacehab, Inc. (a) 3,000 $ 15,375
---------------
Beverages & Bottling - 2.1%
Coca-Cola Co. 300 14,119
---------------
Capital Goods - 5.4%
Dionex Corp. (a) 1,000 36,375
---------------
Chemicals - 7.4%
Cabot Corp. 1,200 32,400
International Flavors & Fragrance, Inc. 500 17,250
---------------
49,650
---------------
Distribution - Food & Health - 3.3%
Cardinal Health, Inc. 400 22,050
---------------
Electric Equipment - 7.8%
Cooper Industries, Inc. 900 30,881
Emerson Electric Co. 400 22,000
---------------
52,881
---------------
Foods - 2.7%
Tootsie Roll Industries, Inc. 600 18,488
---------------
Lodging - Hotels - 3.2%
Host Marriott LP 2,000 21,250
---------------
Railroads - 2.5%
CSX Corp. 800 16,750
---------------
Real Estate - 3.6%
Trizec Hahn Corp. 1,500 24,375
---------------
Retail-Food Chains - 2.0%
Weis Markets, Inc. 400 13,350
---------------
Shipping - 2.4%
Kirby Corp. (a) 800 16,500
---------------
TOTAL COMMON STOCKS (Cost $288,160) 301,163
---------------
Principal
Amount Value
MONEY MARKET SECURITIES - 62.8%
Firstar Treasury Fund, 5.00% (b) (Cost $423,560) 423,560 $ 423,560
---------------
TOTAL INVESTMENTS - 107.5% (Cost $711,720) 724,723
---------------
Liabilities in excess of Other Assets - (7.5%) (50,459)
---------------
TOTAL NET ASSETS - 100.0% $ 674,264
===============
</TABLE>
(a) Non-income producing
(b) Variable rate security; the coupon rate shown represents the
rate at April 30, 2000.
<TABLE>
<S> <C> <C>
Securities Sold Short April 30, 2000 Shares Value
Nasdaq-100 Trust, Series (Proceeds of short sale $35,599) 400 37,800
===============
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Marathon Value Portfolio April 30, 2000
Statement of Assets & Liabilities (Unaudited)
Assets
Investment in securities, at value (cost $711,720) $ 724,723
Interest receivable 1,010
Receivable for fund shares sold 35,000
Receivable for securities sold 35,599
---------------
Total Assets 796,332
Liabilities
Accrued investment Advisory fee payable 1,094
Payable to custodian bank 16,040
Payable for securities purchased 67,126
Securities sold short (cost $35,599) 37,800
Accrued trustee fees 8
---------------
Total Liabilities 122,068
---------------
Net Assets $ 674,264
===============
Net Assets consist of:
Paid in capital $ 828,096
Accumulated net investment loss (1,977)
Accumulated net realized loss on security transactions (150,311)
Accumulated net realized loss on options transactions (12,345)
Net unrealized appreciation on investments 10,801
---------------
Net Assets, for 68,874 shares $ 674,264
===============
Net Asset Value
Net Assets
Offering price and redemption price per share ($674,264/68,874) $ 9.79
===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Marathon Value Portfolio
Statement of Operations for six months ended April 30, 2000 (Unaudited)
<S> <C> <C>
Investment Income
Dividend income $ 4,749
Interest income 9,322
-----------------
Total Income 14,071
Expenses
Investment advisory fee $ 16,024
Trustees' fees 1,992
---------------
Total expenses before reimbursement 18,016
Reimbursed expenses (1,984)
---------------
Total operating expenses 16,032
-----------------
Net Investment Loss (1,961)
-----------------
Realized & Unrealized Gain
Net realized gain on securities transactions 187,603
Net realized loss on options transactions (70,563)
Change in net unrealized depreciation
on investment securities (36,487)
---------------
Net gain on investment securities 80,553
-----------------
Net increase in net assets resulting from operations $ 78,592
=================
</TABLE>
<PAGE>
Marathon Value Portfolio
Statement of Changes in Net Assets
<TABLE>
<S> <C> <C>
Six months
ended Year
April 30 ended
2000 October 31,
(Unaudited) 1999
--------------- --------------
Increase/(Decrease) in Net Assets
Operations
Net investment loss $ (1,961) $ (2,713)
Net realized gain (loss) on investment securities 187,603 (79,076)
Net realized gain (loss) on options transactions (70,563) 39,468
Change in net unrealized appreciation (depreciation) (36,487) 352,742
--------------- --------------
Net increase in net assets resulting from operations 78,592 310,421
--------------- --------------
Distributions to shareholders
From net investment income 0 (6,342)
From net realized gain 0 0
--------------- --------------
Total distributions 0 (6,342)
--------------- --------------
Share Transactions
Net proceeds from sale of shares 662,256 617,317
Shares issued in reinvestment of distributions 0 6,329
Shares redeemed (4,182,678) (70,282)
--------------- --------------
Net increase(decrease) in net assets resulting
from share transactions (3,520,422) 553,364
--------------- --------------
Total increase(decrease) in net assets (3,441,830) 857,443
Net Assets
Beginning of period 4,116,094 3,258,651
--------------- --------------
End of period [including accumulated net investment
loss of $1,977 and $16, respectively] $ 674,264 $ 4,116,094
=============== ==============
</TABLE>
<PAGE>
Marathon Value Portfolio
Financial Highlights
<TABLE>
<S> <C> <C> <C>
Six months
ended Year Period
April 30 ended ended
2000 October 31, October 31,
(Unaudited) 1999 1998 (a)
------------- ------------- --------------
Selected Per Share Data
Net asset value, beginning of period $ 9.23 $ 8.48 $ 10.00
------------- ------------- --------------
Income from investment operations
Net investment income(loss) (0.01) (0.01) 0.02
Net realized and unrealized gain (loss) 0.57 0.78 (1.54)
------------- ------------- --------------
Total from investment operations 0.56 0.77 (1.52)
------------- ------------- --------------
Less Distributions
From net investment income 0.00 (0.02) 0.00
From realized gain 0.00 0.00 0.00
Return of capital 0.00 0.00 0.00
------------- ------------- --------------
Net asset value, end of period $ 9.79 $ 9.23 $ 8.48
============= ============= ==============
Total Return (b) 5.04% (d) 9.04% (15.20)%
Ratios and Supplemental Data
Net assets, end of period (000) $674 $4,116 $3,259
Ratio of expenses to average net assets 1.47% (c) 1.48% 1.47% (c)
Ratio of expenses to average net assets
before reimbursement 1.65% (c) 1.51% 1.50% (c)
Ratio of net investment income (loss) to
average net assets (0.18)%(c) (0.07)% 0.36% (c)
Ratio of net investment income (loss) to
average net assets before reimbursement (0.36)%(c) (0.11)% 0.33% (c)
Portfolio turnover rate 94.66% (c) 140.37% 61.04% (c)
</TABLE>
(a) March 12, 1998 (commencement of operations) to October 31, 1998
(b) For periods of less than a full year, total returns are not annualized.
(c) Annualized
(d) Due to a change in advisor the total return of the fund reflects the return
generated by the current advisor since March 28, 2000.
<PAGE>
Marathon Value Portfolio
Notes To Financial Statements
April 30, 2000 (Unaudited)
NOTE 1. ORGANIZATION
Marathon Value Portfolio (the "Fund") was organized as a series of
AmeriPrime Funds (the "Trust") on December 29, 1997 and commenced operations on
March 12, 1998. The Trust is an open-end investment company established under
the laws of Ohio by an Agreement and Declaration of Trust dated August 8, 1995
(the "Trust Agreement"). 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 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, 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 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.
Option writing - When the Fund writes an option, an amount equal to the
premium received by the Fund is recorded as a liability and is subsequently
adjusted to the current fair value of the option written. Premiums received from
writing options that expire unexercised are treated by the Fund on the
expiration date as realized gains from investments. The difference between the
premium and the amount paid on effecting a closing purchase transaction,
including brokerage commissions, is also treated as a realized gain, or if the
premium is less than the amount paid for the closing purchase transaction, as a
realized loss. If a call option is exercised, the premium is added to the
proceeds from the sale of the underlying security or currency in determining
whether the Fund has realized a gain or loss. If a put option is exercised, the
premium reduces the cost basis of the securities purchased by the fund. The Fund
as writer of an option bears the market risk of an unfavorable change in the
price of the security underlying the written option.
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 comply with federal tax
rules regarding distribution of substantially all of its net investment income
and capital gains. These rules may cause multiple distributions during the
course of the year. The Fund has loss carryforwards of $279,696 at October 31,
1999; $39,608 expiring in 2007 and $240,088 expiring in 2006.
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
Prior to March 28, 2000 the Fund retained Burroughs & Hutchinson, Inc. (the
"Predecessor Advisor") to manage the Fund's investments. Mark Matsko, the Fund's
portfolio manager, was primarily responsible for the day-to-day management of
the Fund's portfolio. Effective March 28, 2000, the Fund retained Spectrum
Advisory Services, Inc. (the "Advisor") to manage the Fund's investments. Marc
S. Heilweil, 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 and pays all expenses of the Fund except
brokerage commissions, taxes, borrowing costs (such as (a) interest and (b)
dividend expenses on securities sold short), fees and expenses of the
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 1.25% of the average daily net assets of the Fund. As
compensation for its management services and agreement to pay the Fund's
expenses, the Fund is obligated to pay the Predecessor Advisor a fee computed
and accrued daily and paid monthly at an annual rate of 1.48% 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 March 28, 2000
through April 30, 2000, the Advisor received a fee of $340 from the Fund. For
the period November 1, 1999 through March 7, 2000, the Predecessor Advisor
received a fee of $15,684 from the Fund. The Predecessor Advisor voluntarily
agreed to reimburse other expenses for the period ended March 7, 2000 to the
extent necessary to maintain total operating expenses at the rate of 1.48%. For
the period November 1, 1999 through March 7, 2000, the Predecessor Advisor
reimbursed expenses of $1,984.
The Fund retains AmeriPrime Financial Services, Inc. (the "Administrator"),
a wholly owned subsidiary of Unified Financial Services, Inc., to manage the
Fund's business affairs and to provide the Fund with administrative services,
including all regulatory reporting and necessary office equipment and personnel.
The Administrator receives a monthly fee from the Advisor equal to an annual
rate of 0.10% of the Fund's assets under $50 million, 0.075% of the Fund's
assets from $50 million to $100 million, and 0.050% of the Fund's assets over
$100 million (subject to a minimum fee of $2,500 per month). For the six months
ended April 30, 2000 the Administrator received fees of $7,500 from the
Predecessor Advisor and the Advisor for administrative services provided to the
Fund.
The Fund retains Unified Fund Services, Inc. ("Unified"), a wholly owned
subsidiary of Unified Financial Services, Inc., to act as the Fund's transfer
agent and fund accountant. For its services as transfer agent, Unified receives
a monthly fee from the Advisor of $1.20 per shareholder (subject to a minimum
monthly fee of $750). For the six months ended April 30, 2000, Unified received
fees of $5,096 from the Predecessor Advisor and the Advisor for transfer agent
services provided to the Fund. For its services as fund accountant, Unified
receives an annual fee from the Advisor equal to 0.0275% of the Fund's assets up
to $100 million, and 0.0250% of the Fund's assets from $100 million to $300
million, and 0.0200% of the Fund's assets over $300 million (subject to various
monthly minimum fees, the maximum being $2,000 per month for assets of $20 to
$100 million). For the six months ended April 30, 2000, Unified received fees of
$4,000 from the Predecessor Advisor and the Advisor for fund accounting services
provided to the Fund.
The Fund retains AmeriPrime Financial Securities, Inc. (the "Distributor"),
a wholly owned subsidiary of Unified Financial Services, Inc., to act as the
principal distributor of each Fund's shares. There were no payments made to the
Distributor for the six months ended April 30, 2000. 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 April 30, 2000, there were an unlimited number of authorized shares
for the Fund. Paid in capital at April 30, 2000 was $828,096.
Transactions in shares were as follows:
Six months ended Year ended
April 30, 2000 (Unaudited) October 31, 1999
<TABLE>
<S> <C> <C> <C> <C>
Shares Dollars Shares Dollars
Shares sold 68,874 $662,256 69,009 $617,317
Shares issued in
reinvestment of
dividends 0 0 718 6,329
Shares redeemed
(446,066) (4,182,678) (7,846) (70,282)
--------- ----------- -------- --------
(377,192) ($3,520,422) 61,881 $553,364
======== ============ ======== ========
</TABLE>
NOTE 5. INVESTMENTS
For the six months end April 30, 2000, purchases and sales of investment
securities, other than short-term investments, aggregated $775,313 and
$4,286,996, respectively. As of April 30, 2000, the gross unrealized
appreciation for all securities totaled $15,262 and the gross unrealized
depreciation for all securities totaled $4,461 for a net unrealized appreciation
of $10,801. The aggregate cost of securities for federal income tax purposes at
April 30, 2000, was $711,720.
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 nor the Predecessor Advisor is 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 April 30,
2000, Charles Schwab & Co. owned of record, in aggregate, more than 36% of the
Fund.
NOTE 8. CALL OPTIONS WRITTEN
Transactions in options written during the six months ended April 30, 2000 were
as follows:
<TABLE>
<S> <C> <C>
Number of Premiums
Contracts Received
Options outstanding at October 31, 1999 25 $18,312
Options terminated in closing purchase transactions (25) (18,312)
--------- --------
Options outstanding at April 30, 2000 0 $ 0
========= ========
</TABLE>
