AMERIPRIME FUNDS
N-30D, 2000-03-09
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<PAGE>

A R I S T O N
- --------------------------------------------------------------------------------
Ariston Capital Management Corporation
40 Lake Bellevue Drive Suite 220
Bellevue, Washington 98005
Telephone (425) 454-1600
Fax (425) 455-2534

Dear Fellow Shareholders:

We are pleased to inform you that you have  participated  in the best performing
year in Ariston's history. The Ariston Convertible  Securities Fund finished the
year as the number one  convertible  securities fund for both the fourth quarter
and for all of 1999, according to Lipper Analytical  Services.  Listed below are
the  comparative,  total return  performance  measurements for the periods ended
December 31, 1999:
<TABLE>
<CAPTION>

                                                                         4th Quarter         1 Year

<S>                                                                      <C>              <C>              <C>
Ariston Convertible Securities Fund                                        +67.46%           +94.61%
Lipper Convertible Fund Average                                            +20.52%           +31.14%
Standard & Poor's 500 Stock Index (unmanaged)                              +14.88%           +21.05%
Russell 2000 Stock Index (unmanaged)                                       +18.13%           +20.93%
Lehman Gov./Corp. Bond Index (unmanaged)                                     -0.41%           -2.16%

                                                                           3 Years           5 Years          10 Years
                                                                          Annualized       Annualized        Annualized

Ariston Convertible Securities Fund                                        +31.00%           +22.84%          +16.92%
Lipper Convertible Fund Average                                            +17.29%           +17.62%          +13.12%
Standard & Poor's 500 Stock Index (unmanaged)                              +27.56%           +28.54%          +18.20%
Russell 2000 Stock Index (unmanaged)                                       +12.98%           +16.62%          +13.38%
Lehman Gov./Corp. Bond Index (unmanaged)                                    +5.54%            +7.60%           +7.65%

                  Sources:  Lipper Analytical Services, Inc. & Wiesenberger, a Thomson Financial Company

</TABLE>
                                        Russell
                         CNCGov/Corp     2000
                         -----------------------


    1989 1st Quarter
         2nd Quarter
         3rd Quarter
         4th Quarter      10,000 10,000  10,000
    1990 1st Quarter      10,083  9,886   9,779
         2nd Quarter      10,656 10,241  10,155
         3rd Quarter       9,192 10,302   7,663
         4th Quarter       9,662 10,827   8,049
    1991 1st Quarter      11,500 11,118  10,443
         2nd Quarter      11,866 11,285  10,281
         3rd Quarter      12,785 11,932  11,120
         4th Quarter      14,015 12,568  11,756
    1992 1st Quarter      13,821 12,380  12,638
         2nd Quarter      13,119 12,881  11,776
         3rd Quarter      14,065 13,511  12,113
         4th Quarter      15,812 13,521  13,922
    1993 1st Quarter      16,351 14,151  14,515
         2nd Quarter      15,272 14,577  14,831
         3rd Quarter      16,387 15,061  16,128
         4th Quarter      16,846 15,017  16,552
    1994 1st Quarter      16,236 14,544  16,111
         2nd Quarter      15,926 14,364  15,483
         3rd Quarter      16,604 14,435  16,558
         4th Quarter      17,066 14,489  16,250
    1995 1st Quarter      17,656 15,210  16,999
         2nd Quarter      17,946 16,198  18,592
         3rd Quarter      19,365 16,507  20,428
         4th Quarter      20,245 17,276  20,872
    1996 1st Quarter      21,342 16,872  21,936
         2nd Quarter      20,821 16,951  23,033
         3rd Quarter      21,846 17,250  23,111
         4th Quarter      21,234 17,777  24,313
    1997 1st Quarter      20,176 17,624  23,056
         2nd Quarter      22,245 18,266  26,793
         3rd Quarter      24,146 18,905  30,780
         4th Quarter      24,028 19,512  29,749
    1998 1st Quarter      26,051 19,809  32,739
         2nd Quarter      25,319 20,328  31,210
         3rd Quarter      21,258 21,334  24,924
         4th Quarter      24,532 21,364  28,990
    1999 1st Quarter      24,691 21,107  27,415
         2nd Quarter      28,987 20,877  31,678
         3rd Quarter      28,509 20,986  29,676
         4th Quarter      47,741 20,900  35,057




THIS GRAPH,  PREPARED IN  ACCORDANCE  WITH SEC  REGULATIONS,  COMPARES A $10,000
INVESTMENT IN THE FUND WITH A SIMILAR  INVESTMENT IN THE UNMANAGED  RUSSELL 2000
STOCK INDEX AND THE LEHMAN BROTHERS GOVERNMENT/CORPORATE BOND INDEX. RESULTS FOR
THE FUND, THE RUSSELL 2000 STOCK INDEX AND LEHMAN BROTHERS  GOVERNMENT/CORPORATE
BOND INDEX INCLUDE THE REINVESTMENT OF DIVIDEND AND CAPITAL GAIN  DISTRIBUTIONS.
INVESTMENT  RETURNS AND PRINCIPAL  VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT
AN INVESTOR'S  SHARES,  WHEN  REDEEMED,  MAY BE WORTH MORE OR LESS THAN AT THEIR
ORIGINAL COST. TOTAL RETURN REPRESENTS PAST PERFORMANCE AND IS NOT PREDICTIVE OF
FUTURE RESULTS.
<TABLE>
<CAPTION>

                                      AVERAGE ANNUAL STANDARD
                                       TOTAL RETURNS FOR THE

                                        YEAR ENDED 12/31/99

- -------------------------------------------------------------------------
<S>                      <C>         <C>                     <C>
FUND/INDEX                 1 YEAR     5 YEAR                  10 YEAR
- -------------------------------------------------------------------------
ARISTON CONVERTIBLE

SECURITIES FUND            94.61%     22.84%                  16.92%
- -------------------------------------------------------------------------
LEHMAN GOV/CORP

BOND INDEX                 -2.16%     7.60%                   7.65%
- -------------------------------------------------------------------------
RUSSELL 2000

STOCK INDEX                20.93%     16.62%                  13.38%
- -------------------------------------------------------------------------
</TABLE>


94.61%, 22.84% AND 16.92% ARE THE ONE, FIVE AND TEN YEAR AVERAGE ANNUAL STANDARD
TOTAL RETURNS,  RESPECTIVELY, FOR THE PERIOD ENDED DECEMBER 31, 1999. INVESTMENT
RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT AN INVESTOR'S
SHARES,  WHEN REDEEMED,  MAY BE WORTH MORE OR LESS THAN AT ORIGINAL COST.  TOTAL
RETURN REPRESENTS PAST PERFORMANCE AND IS NOT PREDICTIVE OF FUTURE RESULTS.

Most of the appreciation in our Fund was from mid-capitalized dynamic technology
companies in ascendant industries with unique growth franchises.  At the time of
purchase,  these  companies'  earnings growth rates were far superior to the S&P
500 Index, and their valuations were similar on trailing  earnings,  and cheaper
on future  earnings.  As the companies  developed  their  franchises,  it became
apparent  to the market  that some of the  franchises  are  developing  into new
industry  standards.  This  became  crystal  clear to the  market in the  fourth
quarter as other money managers scrambled to purchase these companies. Positions
in  the   biotechnology   and  retail  sectors  also  contributed  to  portfolio
appreciation.

We continue to seek out companies that are leaders in their industries and which
exhibit solid, predictable earnings growth rates. Through the use of convertible
securities, we can dampen some of the downside volatility associated with growth
stock investing.

We appreciate your confidence,  and we will continue to work hard for our Fund's
investment success.

Sincerely,



Richard B. Russell
President
February, 2000

<PAGE>

<TABLE>
<CAPTION>

Ariston Convertible Securities Fund
Schedule of Investments - December 31, 1999



                                                                 Principal
CONVERTIBLE BONDS - 41.2%                                        Amount                     Value
<S>                                                             <C>                        <C>
Biotechnology - 6.6%
Chiron (Cetus) Corporation,
    5.25%, due 05/21/2002                                          $ 330,000                       $ 453,575
Genzyme General Corporation
   5.25%, due 06/01/2005                                             470,000                         601,012
                                                                                            -----------------
                                                                                            -----------------
                                                                                                   1,054,587
                                                                                            -----------------
                                                                                            -----------------
Computer Services / Data Processing - 3.5%
Automatic Data Processing Services, Inc.,
    0.00%, due 02/20/2012 (b)                                        400,000                         558,000
                                                                                            -----------------
                                                                                            -----------------

Computer Equipment - Storage - 3.9%
EMC (Data General), Corporation
   6.00% 5/15/2004                                                   450,000                         618,188
                                                                                            -----------------
                                                                                            -----------------

Computer Software / Network - 4.2%
Citrix Systems, Inc.
   0.00%, due 03/22/2019 (b)                                         750,000                         664,688
                                                                                            -----------------
                                                                                            -----------------

Computer Services - Enterprise - 6.4%
Veritas Software Corporation
   1.856%, due 8/13/2006                                             380,000                       1,024,575
                                                                                            -----------------
                                                                                            -----------------

Electronic Manufacturing Services - 3.3%
Sanmina Corporation
   4.25%, due 5/01/2004                                              400,000                         529,000
                                                                                            -----------------
                                                                                            -----------------

Pharmaceuticals - 3.4%
Elan (Athena Neurosciences), PLC
   4.75%, due 11/15/2004                                             535,000                         544,362
                                                                                            -----------------
                                                                                            -----------------

Semiconductors - 9.9%
Intel (Level One Communications), Corporation
   4.00%, due 09/01/2004                                             340,000                         920,975

Conexant Systems, Inc.,
   4.25%, due 5/01/2006                                              225,000                         665,438
                                                                                            -----------------
                                                                                            -----------------
                                                                                                   1,586,413
                                                                                            -----------------
                                                                                            -----------------

TOTAL CONVERTIBLE BONDS
   (Cost $4,135,533)                                                                               6,579,813
                                                                                            -----------------
                                                                                            -----------------


Ariston Convertible Securities Fund
Schedule of Investments - December 31, 1999 - continued

CONVERTIBLE PREFERRED STOCKS - 29.1%                                 Shares                         Value
Telecommunications Equipment - 25.6%
Loral Space & Communications, Inc. 6.00%                              10,300                         646,325
Qualcommm, Inc. 5.75%                                                  3,500                       3,440,378
                                                                                            -----------------
                                                                                            -----------------
                                                                                                   4,086,703
                                                                                            -----------------
                                                                                            -----------------

Telecommunications Services - 3.5%
Global Crossing Ltd. 6.375%                                            4,500                       $ 563,625
                                                                                            -----------------
                                                                                            -----------------

TOTAL CONVERTIBLE PREFERRED STOCKS
   (Cost $1,372,973)                                                                               4,650,328
                                                                                            -----------------
                                                                                            -----------------

COMMON STOCKS - 26.6%
Computer Software / Electronic Commerce - 2.1%
Sterling Commerce, Inc. (a)                                           10,000                       $ 340,000
                                                                                            -----------------
                                                                                            -----------------

Computer Software / Enterprise - 4.2%
Sterling Software, Inc. (a)                                           21,164                         666,666
                                                                                            -----------------
                                                                                            -----------------

Manufactured Housing - 3.0%
Clayton Homes, Inc.                                                   52,500                         482,344
                                                                                            -----------------
                                                                                            -----------------

Retail Stores / Building Products - 5.6%
Home Depot, Inc.                                                      13,018                         894,987
                                                                                            -----------------
                                                                                            -----------------

Semiconductors - 11.7%
Analog Devices Corporation (a)                                        20,000                       1,860,000
                                                                                            -----------------
                                                                                            -----------------

TOTAL COMMON STOCKS
   (Cost $944,985)                                                                                 4,243,997
                                                                                            -----------------
                                                                                            -----------------

                                                                    Principal
                                                                    Amount                         Value
                                                                  --------------            -----------------
                                                                  --------------            -----------------
Money Market Securities - 3.6%
Firstar Treasury Fund, 4.06% (c) (Cost $564,924)                   $ 564,924                         564,924
                                                                                            -----------------
                                                                                            -----------------


TOTAL INVESTMENT - 100.5%
   (Cost $7,018,415)                                                                              16,039,062
                                                                                            -----------------
                                                                                            -----------------
Other assets less liabilities - (0.5)%                                                               (79,142)
                                                                                            -----------------
                                                                                            -----------------

TOTAL NET ASSETS - 100.0%
  (equivalent to $25 per share
  on  shares outstanding)                                                                       $ 15,959,920
                                                                                            =================
                                                                                            =================

(a) Non-income producing
(b) Zero Coupon Bond
(c) Variable rate security; the coupon rate shown represents the rate
    at December 31, 1999
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

Ariston Convertible Securities Fund                                                   December 31,1999
Statement of Assets & Liabilities

<S>                                                             <C>                 <C>
Assets
Investment in securities (cost $7,018,415)                                                $ 16,039,062
Dividends receivable                                                                             4,613
Interest receivable                                                                             35,896
Receivable for fund shares sold                                                                    514
                                                                                     ------------------
   Total assets                                                                             16,080,085

Liabilities
Payable to custodian bank                                                  91,950
Accrued investment advisory fee payable                                    27,330
Other payables and accrued expenses                                           885
                                                                 -----------------
   Total liabilities                                                                           120,165
                                                                                     ------------------

 Net Assets                                                                               $ 15,959,920
                                                                                     ==================

Net Assets consist of:
Paid in capital                                                                              7,071,928
Accumulated undistributed net realized gain (loss) on investments                             (132,655)
Net unrealized appreciation on investments                                                   9,020,647
                                                                                     ------------------

Net Assets, for  638,522 shares                                                           $ 15,959,920
                                                                                     ==================

Net Asset Value

Net Assets
Offering price and redemption price per share ($15,959,920 / 638,522)                          $ 25.00
                                                                                     ==================

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

Ariston Convertible Securities Fund
Statement of Operations for the year ended December 31, 1999


<S>                                                                 <C>                  <C>
Investment Income
Dividend income                                                                                 $ 57,707
Interest income                                                                                   93,407
                                                                                          ---------------
Total Income                                                                                     151,114


Expenses
Investment advisory fee                                                       $ 182,533
Registration fees                                                                 4,633
Transfer agent fees                                                               4,529
Pricing & bookkeeping fees                                                        4,281
Distribution fees                                                                 4,402
Trustee Fees                                                                      3,317
Shareholder reports                                                               1,318
Audit fees                                                                        1,154
Custodian fees                                                                      566
Legal fees                                                                          459
Miscellaneous                                                                     2,721
                                                                      ------------------
Total expenses before reimbursement                                             209,913
Reimbursed expenses                                                                (200)
                                                                      ------------------
Total operating expenses                                                                         209,713
                                                                                          ---------------
Net Investment Income (Loss)                                                                     (58,599)
                                                                                          ---------------

Realized & Unrealized Gain (Loss)
Net realized gain on investment securities                                    2,712,344
Change in net unrealized appreciation (depreciation)
   on investment securities                                                   5,198,325
                                                                      ------------------
Net gain on investment securities                                                              7,910,669
                                                                                          ---------------
                                                                                          ---------------
Net increase in net assets resulting from operations                                         $ 7,852,070
                                                                                          ===============
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
Ariston Convertible Securities Fund
Statement of Changes in Net Assets


                                                                                     Year                  Year
                                                                                    Ended                 Ended
                                                                                 December 31,          December 31,
                                                                                     1999                  1998
                                                                               -----------------     -----------------
<S>                                                                            <C>                   <C>
Increase (Decrease) in Net Assets
Operations
   Net investment income (loss)                                                       $ (58,599)            $ (13,133)
   Net realized gain (loss) on investment securities                                  2,712,344              (271,514)
   Change in net unrealized appreciation (depreciation)                               5,198,325               358,692
                                                                               -----------------     -----------------
   Net increase in net assets resulting from operations                               7,852,070                74,045
Distributions to shareholders
   From net realized gain                                                            (2,573,485)              (21,464)
                                                                               -----------------     -----------------
Share Transactions
   Net proceeds from sale of shares                                                   3,785,062             2,959,165
   Shares issued in reinvestment of distributions                                     2,474,563                19,824
   Shares redeemed                                                                   (5,963,596)           (2,991,454)
                                                                               -----------------     -----------------
Net increase (decrease) in net assets resulting
   from share transactions                                                              296,029               (12,465)
                                                                               -----------------     -----------------
   Total increase (decrease) in net assets                                            5,574,614                40,116

Net Assets
   Beginning of period                                                               10,385,306            10,345,190
                                                                               -----------------     -----------------
   End of period [including accumulated undistributed net
      investment income (loss) of $0 and $0, respectively]                         $ 15,959,920          $ 10,385,306
                                                                               =================     =================

</TABLE>

<PAGE>


<TABLE>
<CAPTION>


Ariston Convertible Securities Fund                                                                 Financial Highlights



                                                                         Years ended December 31,
<S>                                            <C>               <C>            <C>           <C>             <C>
                                               -------------------------------------------------------------------------
                                               -------------------------------------------------------------------------
                                                         1999          1998           1997          1996           1995
                                               -------------------------------------------------------------------------
                                               -------------------------------------------------------------------------
Selected Per Share Data
Net asset value, beginning of period                  $ 15.36       $ 15.08        $ 13.66       $ 13.66        $ 11.84
                                               -------------------------------------------------------------------------
                                               -------------------------------------------------------------------------
Income from investment operations:
   Net investment income (loss)                         (0.11)           --           0.11          0.11           0.15
   Net realized and unrealized gain (loss)
      on investments                                    14.49          0.31           1.68          0.55           2.04
                                               -------------------------------------------------------------------------
                                               -------------------------------------------------------------------------
Total from investment operations                        14.38          0.31           1.79          0.66           2.19
                                               -------------------------------------------------------------------------
                                               -------------------------------------------------------------------------

Less distributions:
   Distributions from net investment income                --            --          (0.11)        (0.11)         (0.15)
   Distributions from net realized gains                (4.74)        (0.03)         (0.26)        (0.55)         (0.22)
                                               -------------------------------------------------------------------------
                                               -------------------------------------------------------------------------
Total distributions                                     (4.74)        (0.03)         (0.37)        (0.66)         (0.37)
                                               -------------------------------------------------------------------------
                                               -------------------------------------------------------------------------
Net asset value, end of period                        $ 25.00       $ 15.36        $ 15.08       $ 13.66        $ 13.66
                                               =========================================================================
                                               =========================================================================

Total Return                                           94.61%         2.09%         13.16%         4.89%         18.63%

Ratios and Supplemental Data
Net assets, end of period (000)                       $15,960       $10,385        $10,345       $11,208        $11,641
Ratio of expenses to average net assets                 2.10%         2.32%          2.38%         2.39%          2.52%
Ratio of expenses to average net assets
   before reimbursement                                 2.10%         2.32%          2.38%         2.39%          2.52%
Ratio of net investment income to
   average net assets                                   (0.59)%       (0.13)%        0.79%         0.77%          1.24%
Ratio of net investment income to
   average net assets before reimbursement              (0.59)%       (0.13)%        0.79%         0.77%          1.24%
Portfolio turnover rate                                  32.89%        27.79%       30.47%        18.45%         11.23%

</TABLE>

<PAGE>


                       ARISTON CONVERTIBLE SECURITIES FUND
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

NOTE 1.  ORGANIZATION

     Ariston Convertible  Securities Fund (the "Fund") was organized as a series
of the AmeriPrime  Funds, an Ohio business trust (the "Trust"),  on February 24,
1999.  On  April  30,  1999,  the Fund  acquired  the  assets  and  assumed  the
liabilities of Lexington Convertible Securities Fund (the "Predecessor Fund") in
a tax-free  reorganization.  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 total return.  The Declaration of
Trust permits the Trustees to issue an unlimited  number of shares of beneficial
interest of separate series without par value.

The  financial  statements  for the year  ended  December  31,  1999,  represent
activities for the year of the Predecessor Fund and the Fund.

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 the mean between the last bid
and ask price except when,  in the Advisor's  opinion,  the last mean price does
not accurately  reflect the current value of the security.  All other securities
generally are valued at the mean between the last bid and ask price. When market
quotations are not readily available, when the Advisor determines the mean price
does not accurately reflect the current value or when restricted  securities are
being  valued,  such  securities  are valued as  determined in good faith by the
Advisor,  in conformity with guidelines  adopted by and subject to review of the
Board of Trustees of the Trust (the "Board").

     Fixed income  securities  generally are valued by using market  quotations,
but may be valued on the basis of prices furnished by a pricing service when the
Advisor  believes such prices  accurately  reflect the fair market value of such
securities.  A pricing service  utilizes  electronic data processing  techniques
based on yield spreads  relating to securities with similar  characteristics  to
determine prices for normal institutional-size  trading units of debt securities
without regard to sale or bid prices. When prices are not readily available from
a pricing service,  or when restricted or illiquid  securities are being valued,
securities  are valued at fair value as determined in good faith by the Advisor,
subject  to  review  of  the  Board.   Short-term  investments  in  fixed-income
securities  with  maturities  of less  than  60 days  when  acquired,  or  which
subsequently are within 60 days of maturity, are valued by

                       ARISTON CONVERTIBLE SECURITIES FUND
                          NOTES TO FINANCIAL STATEMENTS
                          DECEMBER 31, 1999 - CONTINUED

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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

OTHER- The Fund follows industry  practice and records security  transactions on
the trade date. The specific identification method is used for determining gains
or losses for financial  statements and income tax purposes.  Dividend income is
recorded on the  ex-dividend  date and interest income is recorded on an accrual
basis.  Discounts  and premiums on securities  purchased are amortized  over the
life of the respective  securities.  Generally  accepted  accounting  principles
require that  permanent  financial  reporting  and tax  differences  relating to
shareholder distributions be reclassified to paid in capital.

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

     The Predecessor Fund retained Lexington  Management  Corporation ("LMC") to
provide  investment  advice and in general conduct the management and investment
program of the Fund under the  supervision  and  control of the  trustees of the
Predecessor  Fund before May 1, 1999.  The  Predecessor  Fund paid an investment
advisory fee to LMC at an annual rate of 1.00% of the Fund's  average  daily net
assets.  LMC also acted as  administrator  to the Predecessor  Fund,  performing
certain  administrative and internal accounting  services.  The Predecessor Fund
reimbursed LMC for its actual cost in providing  such  services,  facilities and
expenses.   Lexington  Funds  Distributor,   Inc.  was  the  Predecessor  Fund's
distributor.  For the period of  January 1, 1999  through  April 30,  1999,  the
Predecessor Fund was responsible for all operating expenses.

      In connection with providing investment advisory services, LMC had entered
into a sub-advisory  contract with the Ariston  Capital  Management  Corporation
("Ariston"),  under which Ariston  provided the Fund with investment  management
services.  Pursuant to the terms of the  sub-advisory  contract  between LMC and
Ariston, LMC paid Ariston a

                       ARISTON CONVERTIBLE SECURITIES FUND
                          NOTES TO FINANCIAL STATEMENTS
                          DECEMBER 31, 1999 - CONTINUED

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

monthly sub-advisory fee at the annual rate of 0.75% of the Fund's average daily
net  assets up to $7  million  and 0.5% of the Fund's  average  daily  assets in
excess of $7 million.

      Effective May 1, 1999,  the Fund now retains  Ariston  Capital  Management
Corporation  (the "Advisor") to manage the Fund's  investments.  The Advisor was
founded in 1977.  Richard B. Russell,  President and controlling  shareholder of
the Advisor,  is primarily  responsible  for the  day-to-day  management  of the
Fund's portfolio.

    Under the terms of the management agreement, (the "Agreement"),  the Advisor
manages the Fund's investments  subject to approval of the Board of Trustees and
pays  all of the  expenses  of the  Fund  except  brokerage  commission,  taxes,
interest, fees and expenses of non-interested person trustees, and extraordinary
expenses.  As compensation for its management  services and agreement to pay the
Fund's expenses,  the Fund is obligated to pay the Advisor a fee of 2.25% of the
average daily net assets of the Fund,  less the amount of its 12b-1 expenses and
fees and expenses of  non-interested  person  trustees.  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
year ended  December  31,  1999,  LMC and the  Advisor  received  fees  totaling
$182,533 from the Predecessor Fund and the Fund. For the year ended December 31,
1999, the Advisor reimbursed expenses of $200.

     The Fund has adopted a  distribution  plan under Rule 12b-1 of the 1940 Act
(the "Distribution  Plan").  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 D Shares.  For the year ended  December  31,
1999, the  Predecessor  Fund and the Fund paid  distribution  fees of $4,402 for
expenses related to the sale of Predecessor Fund and Fund shares.

    The Fund retains AmeriPrime Financial Services,  Inc. (the  "Administrator")
to manage the Fund's business  affairs and provide the Fund with  administrative
services,  including all regulatory reporting and necessary office equipment and
personnel.  For the period May 1, 1999 to December 31, 1999,  the  Administrator
received fees of $20,000 from the Advisor for  administrative  services provided
to the Fund.

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

                       ARISTON CONVERTIBLE SECURITIES FUND
                          NOTES TO FINANCIAL STATEMENTS
                          DECEMBER 31, 1999 - CONTINUED

NOTE 4.  SHARE TRANSACTIONS

     As of December 31, 1999, there was an unlimited number of authorized shares
for the Fund. Paid in capital at December 31, 1999 was $7,071,928.

Transactions in shares were as follows:

<TABLE>
<CAPTION>

                                    YEAR ENDED                               YEAR ENDED
                                 DECEMBER 31, 1999                       DECEMBER 31, 1998

                            SHARES            DOLLARS              SHARES                DOLLARS

<S>                        <C>              <C>                     <C>             <C>
Shares sold                192,879          $3,785,062              191,038         $2,959,165
Shares issued in
 reinvestment              102,086          $2,474,563                1,486             19,824


 Shares Redeemed           (37,651)           $296,029               (9,952)          $(12,465)
                           ========           ========               =======          =========

</TABLE>


<PAGE>




NOTE 5.  INVESTMENTS

     For the year ended  December 31, 1999,  purchases  and sales of  investment
securities,  other  than  short-term  investments,   aggregated  $3,244,524  and
$5,581,996  respectively.   As  of  December  31,  1999,  the  gross  unrealized
appreciation  for all securities  totaled  $9,058,186  and the gross  unrealized
depreciation   for  all  securities   totaled   $37,539  for  a  net  unrealized
appreciation of $9,020,647.  The aggregate cost of securities for federal income
tax purposes at December 31, 1999 was $7,018,415.

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.

                       ARISTON CONVERTIBLE SECURITIES FUND
                          NOTES TO FINANCIAL STATEMENTS
                          DECEMBER 31, 1999 - CONTINUED

NOTE 7. MERGER INFORMATION

     On April 30, 1999, the Fund acquired the assets and assumed the liabilities
of the Predecessor Fund. The acquisition, which was approved by the shareholders
of the  Predecessor  Fund on April 26, 1999, was  accomplished by an exchange of
all of the  shares of the Fund for all of the  shares of the  Predecessor  Fund.
Based on the opinion of Fund Counsel, the reorganization qualified as a tax-free
reorganization  for federal income tax purposes with no gain or loss  recognized
to the Fund or its shareholders.

NOTE 8.  CHANGE OF INDEPENDENT ACCOUNTANTS

Effective  April 26,  1999,  the Fund  selected  the  accounting  firm McCurdy &
Associates  CPA's  Inc.  to serve as the  Fund's  independent  certified  public
accountants  for the  fiscal  year  ended  December  31,  1999 to fill a vacancy
resulting from the Board of Trustees'  decision not to retain KPMG LLP.  (KPMG).
KPMG  had  served  as the  Predecessor  Fund'  s  independent  certified  public
accountants  for the  Predecessor  Fund's  fiscal year ended  December 31, 1998.
KPMG's report on the financial statements of the Predecessor Fund for the fiscal
year ended December 31, 1998 did not contain an adverse opinion or disclaimer of
opinion and was not  qualified  or modified  as to  uncertainty,  audit scope or
accounting  principles.  There were no disagreements  with KPMG on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope of  procedure  during the fiscal year ended  December 31, 1998 through the
date of their resignation.

The Fund  represents  that it had not consulted with McCurdy & Associates  CPA's
Inc. at any time prior to their  engagement,  with respect to the application of
accounting principles to a specified transaction,  either completed or proposed;
of the type of audit  opinion  that might be  rendered  on the Fund's  financial
statements.

<PAGE>


                          INDEPENDENT AUDITOR'S REPORT

To The Shareholders and
Board of Trustees

Ariston Convertible Securities Fund:

We have audited the accompanying  statement of assets and liabilities of Ariston
Convertible Securities Fund, including the schedule of portfolio investments, as
of December 31, 1999, and the related statement of operations,  the statement of
changes in net assets,  and financial  highlights for the year 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. The statement
of changes in net assets for Ariston Convertible Securities for the period ended
December 31, 1998 and the  financial  highlights  for the four years then ended,
were audited by other auditors  whose report dated February 19, 1999,  expressed
an unqualified opinion.

We  conducted  our  audits  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 by
the custodian as of December 31, 1999, by correspondence  with the custodian and
brokers.  An audit also included  assessing the accounting  principles  used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  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
Ariston Convertible  Securities Fund as of December 31, 1999, the results of its
operations,  the changes in its net assets, and the financial highlights for the
year then ended, in conformity with generally accepted accounting principles.

McCurdy & Associates CPA's, Inc.
Westlake, Ohio
January 20, 2000




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