AMERIPRIME FUNDS
N-30D/A, 2000-12-04
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Dear Fellow Shareholders:

Investment Results - Fiscal Year Ended September 30, 2000

The Westcott Nothing But Net Fund (the "FUND", or "NETAX") ended its fiscal year
with total  losses of 41.23%  and  41.42%  (year to date) for Class A shares and
Class I shares,  respectively,  and with net asset  values at fiscal year end of
$5.83 and $5.77 per share, respectively.  The returns for each class for year to
date 2000 and for the period  from  inception  date to  December 9, 2000 are set
forth below.
<TABLE>
<CAPTION>

                                GROWTH OF $10,000
              DECEMBER 9, 1999 (AT INCEPTION) TO SEPTEMBER 30, 2000
<S>                     <C>                 <C>           <C>               <C>
    PERIODS ENDING                          NETAX - I                         TSC INTERNET
      9/30/2000             NETAX - A                         S&P 500            INDEX
----------------------- ------------------- ------------- ----------------- -----------------
  YEAR TO DATE 2000          -44.17%          -41.42%          -1.40%           -38.19%
  INCEPTION TO DATE          -44.62%          -42.30%           4.41%           -32.81%
</TABLE>
  Date         Westcott Nothing But    TheStreet.com   S&P 500 Index
               Net - $5,538            - $6,719        -$10,441
      12/9/99            9,500.00       10,000.00      10,000.00
     12/31/99            9,424.00       10,869.71      10,588.60
      1/31/00            9,205.50        9,906.41      10,056.66
      2/29/00           11,495.00       11,137.20       9,866.48
      3/31/00            9,158.00       10,423.60      10,831.10
      4/30/00            6,545.50        8,427.90      10,505.36
      5/31/00            5,491.00        7,453.58      10,289.70
      6/30/00            6,004.00        7,926.33      10,543.41
      7/31/00            5,548.00        6,839.03      10,378.32
      8/31/00            6,194.00        7,913.34      11,022.59
      9/30/00            5,538.50        6,719.08      10,441.00

 Date         Westcott Nothing But  TheStreet.com   S&P 500 Index
              Net - $5,770          - $6,719        - $10,441
      12/9/99       10,000.00        10,000.00      10,000.00
     12/31/99        9,850.00        10,869.71      10,588.60
      1/31/00        9,510.00         9,906.41      10,056.66
      2/29/00       11,970.00        11,137.20       9,866.48
      3/31/00        9,590.00        10,423.60      10,831.10
      4/30/00        6,840.00         8,427.90      10,505.36
      5/31/00        5,730.00         7,453.58      10,289.70
      6/30/00        6,270.00         7,926.33      10,543.41
      7/31/00        5,800.00         6,839.03      10,378.32
      8/31/00        6,460.00         7,913.34      11,022.59
      9/30/00        5,770.00         6,719.08      10,441.00

o        Past performance is not predictive of future performance.
o             The  Nothing  But Net  Fund's  historical  results  are net of all
              expenses  compared  with  the S&P 500 and  TheStreet.com  Internet
              indexes, both of which have no fees. Investors should keep in mind
              when  trying  to  achieve   benchmark   returns  that   investment
              management  fees,  transaction  costs, and execution costs will be
              incurred.

o             The S&P 500 index is an unmanaged  index of 500  selected  stocks,
              many of which are listed on the NYSE.  The index is  adjusted  for
              dividends   and   weighted   toward   stocks  with  large   market
              capitalizations.   The  Street.com  Internet  index  is  a  widely
              followed index of Internet  stocks.  Since the Internet  sector is
              fairly new, there are several Internet indexes to choose from.

o        Inception date is December 9, 1999.

We welcome all new  shareholders  and look forward to furthering  the investment
objectives of all of our shareholders.

INVESTMENT APPROACH

To review,  our  approach to managing  the  Westcott  Nothing But Net Fund is to
achieve   long-term  growth  of  capital  by  investing  only  in  Internet  and
Internet-related  companies.  The Fund's structural investment approach provides
exposure  to all  sectors  of the  Internet,  literally  from the  wall  plug to
software to security to e-commerce to online consumer services and transactions.
The Fund is designed  to provide a pure and  comprehensive  Internet  investment
that  will  reflect  the  structure,  trends  and  growth  of the  Internet  and
Internet-related companies.

PERFORMANCE REVIEW

We remind  investors  that the Fund is a sector fund,  which makes it inherently
more risky than a market index.  We compared the  performance  of NETAX with the
S&P 500 index  simply  because the S&P 500 is  generally  used as a  performance
benchmark.  In the year 2000, the Internet sector was down across the board. All
of the  Internet-related  funds posted negative  returns.  Rising interest rates
combined with  investors'  desires to see positive  earnings now have made for a
disappointing  year in the Internet  sector.  The stronger  U.S.  dollar and the
wavering Euro have also added downward pressure on companies with  international
exposure.

Internet  stocks in general  saw their peaks in  mid-March  when the Fund was up
over 20% year to date.  However,  a dismal  last half of the year laden with Fed
rate hikes led to an overall negative return of 38.19% year to date.

In light of the  performance  of the  Internet  sector in general,  NETAX has no
dividends or capital gains to report this year.

COMMENTARY AND OUTLOOK

As we entered  the year 2000,  the demand for  Internet  company  stocks  seemed
endless. The IPO market was hot and all one needed was a good story to see their
stock price soar.  The bubble burst in the spring and what  followed was nothing
more than a meltdown that served as a wake-up call to investors.  More recently,
we have  witnessed  a second  freefall in the  Internet  sector that has further
shaken investors.

The spring sell off was viewed as a useful, if somewhat  painful,  mechanism for
thinning out the weak and  undeserving.  Companies hurt the most last spring had
three things in common: lack of profits,  explosive initial public offerings and
valuations  that  investors  quickly  termed as  "unrealistic".  The more recent
weakness has deflated  the price of  companies  that didn't share these  traits,
making the decline even more difficult.

The heart of this problem is that most Internet  businesses  have been resistant
to traditional  valuation.  Traditional  measures of sales,  assets, and profits
largely fail, since most dot-com  companies have no net income,  no hard assets,
and few inventories.  Once this situation became obvious to investors the entire
sector  began to sink and the decline  began to feed on itself.  It now looks as
though the market isn't quite  finished  correcting  and the  long-awaited  fall
rally  in  many  Internet  companies  may be more  fervent  hope  than  foregone
conclusion.

Does this mean that  there  will be no fall  rally?  Perhaps,  if the market for
Internet  stocks doesn't turn around soon, any run-up at the end of the year may
merely  get us back to where we are now.  The good news is that the most  recent
selling is not as bad as last spring's which may be a signal that the end of the
decline is near.

Looking ahead,  we have sought to concentrate on the  infrastructure  related to
the Internet.  Our portfolio is  significantly  concentrated  in those companies
that have sound earnings momentum going forward. We believe that the Internet is
permanent and that  significant  profits will be made in the next few years.  By
focusing on companies with sound earnings  growth,  we avoid any continued price
compression due to events that impacted the market last spring.

All of a sudden,  earnings  matter.  Internet  companies  that can show positive
earnings  momentum will recover as the market begins to recover.  We concentrate
on  companies  that have a track  record of positive  earnings  surprises in the
Internet  and  Internet-related  technology  areas  because we believe they will
benefit   from   restored   confidence   in  this  sector  and  lead  to  future
profitability.  Our approach is to select the quality companies and hold for the
long-term.  As such,  we seek to avoid  short-term  trading  strategies.  We are
willing to accept the  volatility of the market in order to give our stocks time
to prove themselves. We believe that the market has had a significant correction
and that the next move in the cycle is to the upside.

As  always,  your  questions  and  comments  are  welcome.  We  appreciate  your
confidence in the Westcott Nothing But Net Fund.

Sincerely,

Aegis Asset Management, Inc.


                                 FUND INVESTMENT

SHARES OF THE FUND ARE SOLD ON A CONTINUOUS BASIS.

THROUGH THE FUND'S  TRANSFER  AGENT,  UNIFIED FUND SERVICES,  YOU MAY INVEST ANY
AMOUNT YOU CHOSE AS OFTEN AS YOU WISH,  SUBJECT TO A MINIMUM INITIAL  INVESTMENT
OF $1,000 ($200 FOR QUALIFIED RETIREMENT ACCOUNTS AND MEDICAL SAVINGS ACCOUNTS).
THE MINIMUM INITIAL INVESTMENT IN THE FUND IS $50 FOR SHAREHOLDERS PARTICIPATING
IN THE CONTINUING  AUTOMATIC  INVESTMENT PLAN.  SHARES MAY BE PURCHASED  THROUGH
SECURITIES  DEALERS  WHO  HAVE  A  SALES  AGREEMENT  WITH  AMERIPRIME  FINANCIAL
SECURITIES,  INC., THE FUND'S  DISTRIBUTOR.  PURCHASES CAN BE MADE BY MAIL OR BY
BANK WIRE (PLEASE SEE PROSPECTUS FOR MORE INFORMATION).

<PAGE>

<TABLE>
<CAPTION>
<S>                                                           <C>                          <C>
Westcott Nothing But Net Fund
Schedule of Investments - September 30, 2000

Common Stocks - 89.6%                                             Shares                         Value
Cable/Wireless Equipment - 4.1%
Nokia Corp. (c)                                                        1,600                        $ 63,700
                                                                                            -----------------
                                                                                            -----------------

Computer Equipment - 7.0%
International Business Machine Corp.                                     500                          56,250
Sun Microsystems, Inc. (a)                                               450                          52,537
                                                                                            -----------------
                                                                                            -----------------
                                                                                                     108,787
                                                                                            -----------------
                                                                                            -----------------
Computer Programming - 5.2%
Verisign, Inc. Com (a)                                                   400                          81,025
                                                                                            -----------------
                                                                                            -----------------

Computer Systems - 15.5%
Ariba, Inc. (a)                                                          700                         100,286
Check Point Software Technologies LTD. (a) (c)                           400                          63,000
Exodus Communications, Inc. (a)                                        1,600                          79,000
                                                                                            -----------------
                                                                                            -----------------
                                                                                                     242,286
                                                                                            -----------------
                                                                                            -----------------
Financial Services Technology - 5.7%
Knight/Trading Group, Inc. (a)                                         2,500                          90,000
                                                                                            -----------------
                                                                                            -----------------

Medical Equipment - 5.1%
Newport Corp.                                                            500                          79,633
                                                                                            -----------------
                                                                                            -----------------

Online Information - 8.9%
America Online, Inc. (a)                                                 800                          43,000
IDT Corp.  (a)                                                         1,300                          50,538
Yahoo, Inc. (a)                                                          500                          45,500
                                                                                            -----------------
                                                                                            -----------------
                                                                                                     139,038
                                                                                            -----------------
                                                                                            -----------------
Phone/Network Equipment - 8.9%
CISCO Systems, Inc. (a)                                                  900                          49,725
JDS Uniphase Corp. (a)                                                   500                          47,344
Sycamore Networks, Inc. (a)                                              400                          43,200
                                                                                            -----------------
                                                                                            -----------------
                                                                                                     140,269
                                                                                            -----------------
                                                                                            -----------------
Semiconductors - 5.7%
Intel Corp.                                                              900                          37,406
Linear Technology Corp.                                                  400                          25,900
Maxim Integrated Products, Inc. (a)                                      325                          26,142
                                                                                            -----------------
                                                                                            -----------------
                                                                                                      89,448
                                                                                            -----------------
                                                                                            -----------------
Software - 18.2%
Inktomi Corp. (a)                                                        265                          30,210
Macromedia, Inc. (a)                                                     830                          67,074
Microsoft Corp. (a)                                                      800                          48,250
Oracle Corp. (a)                                                         500                          39,375
Realnetworks Inc. (a)                                                  1,800                          71,550
Veritas Software (a)                                                     200                          28,400
                                                                                            -----------------
                                                                                            -----------------
                                                                                                     284,859
                                                                                            -----------------
                                                                                            -----------------
Telecommunications - 4.6%
Qwest Communications International, Inc. (a)                             825                          39,703
Williams Communications Group (a)                                      1,600                          32,000
                                                                                            -----------------
                                                                                            -----------------
                                                                                                      71,703
                                                                                            -----------------
                                                                                            -----------------
Westcott Nothing But Net Fund
Schedule of Investments - September 30, 2000 - continued

Common Stocks - continued                                         Shares                         Value
Wireless Communications - 0.7%
Winstar Communications, Inc. (a)                                         700                        $ 10,850
                                                                                            -----------------
                                                                                            -----------------

TOTAL COMMON STOCKS (Cost $1,312,155)                                                              1,401,598
                                                                                            -----------------
                                                                                            -----------------

                                                                 Principal
                                                                   Value                         Value
Money Market Securities - 10.5%
Firstar Treasury Fund, 5.47% (b) (Cost $163,508)                     163,508                         163,508
                                                                                            -----------------
                                                                                            -----------------

TOTAL INVESTMENTS - 100.1% (Cost $1,475,663)                                                       1,565,106
                                                                                            -----------------
                                                                                            -----------------
Liabilities in excess of other assets - (0.1)%                                                        (1,231)
                                                                                            -----------------
                                                                                            -----------------
TOTAL NET ASSETS - 100.0%                                                                        $ 1,563,875
                                                                                            =================


(a) Non-income producing
(b) Variable rate security; the coupon rate shown represents the rate at September 29, 2000.
(c) American Depository Receipt
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                              <C>                <C>
Westcott Nothing But Net Fund                                                        September 30, 2000
Statement of Assets & Liabilities

Assets
Investment in securities (cost $1,475,663)                                                 $ 1,565,106
Cash                                                                                               813
Interest receivable                                                                                971
                                                                                     ------------------
   Total assets                                                                              1,566,890

Liabilities
Accrued investment advisory fee                                           $ 2,248
Accrued distribution fee                                                      432
Accrued trustees' fees                                                        335
                                                                 -----------------

   Total liabilities                                                                             3,015
                                                                                     ------------------

Net Assets                                                                                 $ 1,563,875
                                                                                     ==================

Net Assets consist of:
Paid in capital                                                                            $ 2,893,441
Accumulated net realized loss on investments                                                (1,419,009)
Net unrealized appreciation on investments                                                      89,443
                                                                                     ------------------

Net Assets                                                                                 $ 1,563,875
                                                                                     ==================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Westcott Nothing But Net Fund
Statement of Operations for the Period December 9, 1999
   (Commencement of Operations) to September 30, 2000
<S>                                                                  <C>                  <C>
Investment Income
Dividend income                                                                                    $ 119
Interest income                                                                                    6,480
                                                                                          ---------------
Total Income                                                                                       6,599


Expenses
Investment advisory fee                                                        $ 28,480
Distribution fees - Class A                                                         432
Trustee's fees                                                                    2,564
                                                                      ------------------
Total expenses before reimbursement                                              31,476
Reimbursed expenses                                                              (2,229)
                                                                      ------------------
Total operating expenses                                                                          29,247
                                                                                          ---------------

Net Investment Loss                                                                              (22,648)
                                                                                          ---------------

Realized & Unrealized Gain (Loss)
Net realized loss on investment securities                                   (1,419,009)
Change in net unrealized appreciation
   on investment securities                                                      89,443
                                                                      ------------------
Net realized and unrealized loss on investment securities                                     (1,329,566)
                                                                                          ---------------

Net decrease in net assets resulting from operations                                         $(1,352,214)
                                                                                          ===============

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Westcott Nothing But Net Fund
Statement of Changes in Net Assets for the period December 9, 1999
   (Commencement of Operations) to September 30, 2000



<S>                                                                            <C>
Increase (Decrease) in Net Assets
Operations
   Net investment loss                                                                $ (22,648)
   Net realized loss on investment securities                                        (1,419,009)
   Change in net unrealized appreciation                                                 89,443
                                                                               -----------------
                                                                               -----------------
   Net decrease in net assets resulting from operations                              (1,352,214)
                                                                               -----------------
Distributions to shareholders
   From net investment income                                                                 -
   Return of capital                                                                          -
   From net realized gain                                                                     -
                                                                               -----------------
   Total distributions                                                                        -
Share Transactions - net increase
   Class A                                                                              289,950
   Class I                                                                            2,626,139
                                                                               -----------------
Net increase in net assets resulting
   from share transactions                                                            2,916,089
                                                                               -----------------
                                                                               -----------------
   Total increase in net assets                                                       1,563,875
                                                                               -----------------

Net Assets
   Beginning of period                                                                        -
                                                                               -----------------

  End of period [including accumulated net                                          $ 1,563,875
                                                                               =================
    investment income of $0]
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Westcott Nothing But Net Fund
Class A
Financial Highlights for the period December 9, 1999
   (Commencement of Operations) to September 30, 2000



<S>                                                <C>
Selected Per Share Data
Net asset value, beginning of period                     $ 10.00
                                                   --------------
Income from investment operations
   Net investment loss                                     (0.10)
   Net realized and unrealized loss                        (4.07)
                                                   --------------
Total from investment operations                           (4.17)
                                                   --------------

Less distributions:
   Distributions from net investment income                    -
   Distributions from net realized gains                       -
                                                   --------------
Total distributions                                            -
                                                   --------------
                                                   --------------
Net asset value, end of period                            $ 5.83
                                                   ==============

Total Return                                              (41.70)%(a)

Ratios and Supplemental Data
Net assets, end of period (000)                             $169
Ratio of expenses to average net assets                    1.97%  (b)
Ratio of expenses to average net assets
   before reimbursement                                    2.09%  (b)
Ratio of net investment income(loss) to
   average net assets                                     (1.61)% (b)
Ratio of net investment income (loss) to
   average net assets before reimbursement                (1.73)% (b)
Portfolio turnover rate                                  190.14%  (b)


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

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Westcott Nothing But Net Fund
Class I
Financial Highlights for the period December 9, 1999
   (Commencement of Operations) to September 30, 2000



<S>                                                <C>
Selected Per Share Data
Net asset value, beginning of period                     $ 10.00
                                                   --------------
Income from investment operations
   Net investment loss                                     (0.08)
   Net realized and unrealized loss                        (4.15)
                                                   --------------
Total from investment operations                           (4.23)
                                                   --------------

Less distributions:
   Distributions from net investment income                    -
   Distributions from net realized gains                       -
                                                   --------------
Total distributions                                            -
                                                   --------------
                                                   --------------
Net asset value, end of period                            $ 5.77
                                                   ==============

Total Return                                              (42.30)%(a)

Ratios and Supplemental Data
Net assets, end of period (000)                           $1,395
Ratio of expenses to average net assets                    1.72%  (b)
Ratio of expenses to average net assets
   before reimbursement                                    1.86%  (b)
Ratio of net investment income(loss) to
   average net assets                                     (1.32)% (b)
Ratio of net investment income (loss) to
   average net assets before reimbursement                (1.46)% (b)
Portfolio turnover rate                                  190.14%  (b)


(a)  For periods of less than a full year, total return is not annualized.
(b)  Annualized
</TABLE>
<PAGE>
                          WESTCOTT NOTHING BUT NET FUND
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

NOTE 1.  ORGANIZATION

     The  Westcott  Nothing  But  Net  Fund  (the  "Fund")  was  organized  as a
diversified  series of AmeriPrime  Funds (the "Trust") on September 29, 1999 and
commenced  operations on December 9, 1999.  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 growth of capital. The Trust Agreement permits
the  Trustees  to issue an  unlimited  number of shares of  beneficial  interest
without par value.

     The Fund currently consists of two classes of shares,  Class A and Class I,
each of which has equal  rights as to assets and voting  privileges  except that
each class has different  distribution  expenses.  The public offering price for
class A shares is the determined net asset value plus a sales charge.

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  opinion of the  Adviser,  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 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 Adviser,
subject  to  review  by  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 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

                          WESTCOTT NOTHING BUT NET FUND
                          NOTES TO FINANCIAL STATEMENTS
                         SEPTEMBER 30, 2000 - CONTINUED

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

accrual basis. Discounts and premiums on securities purchased are amortized over
the life of the respective securities.  Generally accepted accounting principles
require  that  permanent  financial   reporting  tax  differences   relating  to
shareholder distributions be reclassified to paid-in capital.

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

     Aegis  Management,  Inc., 230 Westcott St., Suite 1, Houston,  Texas 77007,
serves as investment  adviser to the Fund.  The adviser was organized as a Texas
corporation in 1933. The adviser  manages large  capitalization  equity,  medium
capitalization  equity,  balanced and fixed income  portfolios  for a variety of
tax-exempt  and taxable  clients.  Effective  September 18, 2000, the investment
decisions  for the  Fund  are  made by a  committee  of the  adviser,  which  is
primarily  responsible  for the day-to-day  management of the Fund's  portfolio.
Prior to that, Layng Guerriero was 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,  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 Adviser a fee (based on average daily
net assets) of 1.70% computed and accrued daily and paid monthly. For the period
from December 9, 1999  (commencement of operations)  through September 30, 2000,
the Adviser received a fee of $28,480 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  1.97%,  and  1.72%  for A and I  shares,
respectively.  For the period from December 9, 1999 (commencement of operations)
through September 30, 2000, the Adviser reimbursed expenses of $2,229.  There is
no assurance that such reimbursement will continue in the future.

     On behalf of the Class A shares,  the fund has adopted a  distribution  fee
(the  "Distribution  Plan")  under  Rule  12b-1  of  the  1940  Act.  Under  the
Distribution  Plan,  the Fund is  authorized  to pay a fee in an  amount  not to
exceed on an annual  basis  0.25% of the  average  daily net asset  value of the
Class  A  Shares.  For  the  period  from  December  9,  1999  (commencement  of
operations) through September 30, 2000, the Fund incurred  distribution expenses
of $432 for Class A shares.  For the period from December 9, 1999  (commencement
of operations)  through September 30, 2000,  Westcott  Securities LLC, a related
broker/dealer  under common  relationship and control,  which is registered with
the Securities & Exchange Commission, received distribution fees of $17 from the
Fund for expenses related to the sale of Fund shares.

     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). For the period from
December 9, 1999  (commencement of operations)  through  September 30, 2000, the
Administrator  received  fees of $24,390  from the  Adviser  for  administrative
services provided to the Fund.

                          WESTCOTT NOTHING BUT NET FUND
                          NOTES TO FINANCIAL STATEMENTS
                         SEPTEMBER 30, 2000 - CONTINUED

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

    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 period from  December  9, 1999  (commencement  of
operations),  Unified  received  fees of $18,377  from the Adviser for  transfer
agent services. 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 to $100  million).  For the
period from December 9, 1999 (commencement of operations)  through September 30,
2000,  Unified  received  fees of $14,524  from the Adviser for fund  accounting
services.

     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. For the period from December 9, 1999
(commencement  of  operations)  through  September  30,  2000,  the  Distributor
received  distribution fees of $2 from the Fund for expenses related to the sale
of Fund shares.

     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, 2000,  there were an  unlimited  number of  authorized
shares for the Fund. Paid in capital at September 30, 2000 was $2,893,441.

     Transactions in shares were as follows:
                          For the period December 9, 1999
                   (Commencement of Operaitons) to September 30, 2000
                                      Shares             Dollars
Class A:
Shares sold                           57,096            $578,163
Shares issued from
reinvested Dividends                       0                   0
Shares redeemed                      (28,144)           (288,213)
                          ---------------------------------------
                          ---------------------------------------
                                      28,952            $289,950
                          =======================================
                          =======================================

                          For the period December 9, 1999
                    (Commencement of Operaitons) to September 30, 2000
                                      Shares             Dollars
Class I:
Shares sold                          285,801          $2,999,392
Shares issued from
reinvested Dividends                       0                   0
Shares redeemed                      (44,197)           (373,253)
                          ---------------------------------------
                          ---------------------------------------
                                     241,604          $2,626,139
                          =======================================


                          WESTCOTT NOTHING BUT NET FUND
                          NOTES TO FINANCIAL STATEMENTS
                         SEPTEMBER 30, 2000 - CONTINUED

NOTE 5.  INVESTMENTS

     For the period from December 9, 1999  (commencement of operations)  through
September 30, 2000,  purchases and sales of  investment  securities,  other than
short-term investments,  aggregated $5,375,161 and $2,643,997,  respectively. As
of September 30, 2000,  the gross  unrealized  appreciation  for all  securities
totaled  $228,642  and the  gross  unrealized  depreciation  for all  securities
totaled  $139,199 for a net unrealized  appreciation  of $89,443.  The aggregate
cost of  securities  for federal  income tax purposes at September  30, 2000 was
$1,475,663.

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,  but is
affiliated with Westcott Securities,  LLC. Westcott Securities,  LLC can receive
commissions  on trades made on behalf of the Fund.  For the period from December
9, 1999  (commencement  of  operations)  through  September  30, 2000,  Westcott
Securities LLC, received brokerage of $30,288 from 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,
2000, Margaret Guerriero  beneficially owned in aggregate more than 45% of Class
A Shares of the Fund and, Eckhard Pfeiffer  beneficially owned in aggregate more
than 44% of Class I Shares of the Fund.

NOTE 8. SUBSEQUENT EVENTS

     Effective  November  16, 2000 the Fund  changed its name from the  Westcott
Nothing  But Net Fund to the  Westcott  Technology  Fund.  The Board of Trustees
approved this name change on August 29, 2000.

     Effective October 12, 2000, AmeriPrime Financial Services, Inc. and Unified
Fund  Services,  Inc.,  both  wholly  owned  subsidiaries  of Unified  Financial
Services,  Inc.,  merged  with one  another.  The  result of this  merger is now
Unified  Fund  Services,  Inc.,  still a  wholly  owned  subsidiary  of  Unified
Financial Services, Inc.
<PAGE>

                         INDEPENDENT AUDITOR'S REPORT

To The Shareholders and
Board of Trustees

Westcott Nothing But Net Fund (a series of the AmeriPrime Funds)

We have  audited the  accompanying  statement of assets and  liabilities  of the
Westcott Nothing But Net Fund, including the schedule of portfolio  investments,
as of September 30, 2000, and the related statement of operations, the statement
of changes in net  assets,  and the  financial  highlights  for the period  from
December 9, 1999 to September 30, 2000 in the period then ended. These financial
statements  and  financial  highlights  are  the  responsibility  of the  Fund's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audits.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements and financial  highlights are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures  included  confirmation  of investments and cash held as of September
30, 2000 by correspondence with the custodian.  An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audit provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
Westcott  Nothing  But Net Fund as of  September  30,  2000,  the results of its
operations,  the changes in its net assets and the financial  highlights for the
period from December 9, 1999 to September 30, 2000, in the period then ended, in
conformity with generally accepted accounting principles.

McCurdy & Associates CPA's, Inc.
Westlake, Ohio  44145
October  19, 2000



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