File No. 333-17391
811-07959
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 8 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [ ]
Amendment No. 9 [X]
ADVISORS SERIES TRUST
(Exact name of registrant as specified in charter)
4455 E. Camelback Road, Suite 261E
Phoenix, AZ 85018
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number (including area code): (602) 952-1100
ROBERT H. WADSWORTH
Advisors Series Trust
4455 E. Camelback Road, Suite 261E
Phoenix, AZ 85018
(Name and address of agent for service of process)
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of the registration statement.
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[X] on October 31, 1997 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following box
[ ] this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
================================================================================
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Registrant has previously elected to register an indefinite number of shares of
beneficial interest, $.001.
The Registrant not yet filed a 24f-2 Notice.
================================================================================
<PAGE>
The American Trust
Allegiance Fund
One Court Street
Lebanon, New Hampshire 03766
PROSPECTUS
The American Trust Allegiance Fund (the "Fund") is a mutual fund with the
investment objective of capital appreciation. The Fund attempts to achieve its
objective by investing in equity securities. See "Investment Objective and
Policies." There can be no assurance that the Fund will achieve its investment
objective.
This Prospectus sets forth basic information about the Fund that
prospective investors should know before investing. It should be read and
retained for future reference. The Fund is a separate series of Advisors Series
Trust (the "Trust"), an open-end registered management investment company. A
Statement of Additional Information dated October 31, 1997, as may be amended
from time to time, has been filed with the Securities and Exchange Commission
and is incorporated herein by reference. This Statement of Additional
Information is available without charge upon request to the Fund at the address
given above.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
OCTOBER 31, 1997
<PAGE>
Table of Contents
Expense Table............................. 2
Financial Highlights...................... 4
Investment Objective and Policies......... 5
Management of the Fund.................... 7
Investor Guide............................ 8
Services Available to Shareholders........ 11
How to Redeem Your Shares................. 11
Distributions and Taxes................... 14
General Information....................... 15
Expense Table
Expenses are one of several factors to consider when investing in the Fund.
There are two types of expenses involved: shareholder transaction expenses,
such as sales loads, and annual operating expenses, such as investment
advisory fees. The Fund is a no-load mutual fund and has no shareholder
transaction expenses.
Annual Operating Expenses
(As a percentage of average net assets)
Investment Advisory Fees 0.95%
Other Expenses (estimated for
the current fiscal year) 0.50%
----
Total Operating Expenses
(estimated for the current
fiscal year) 1.45%
====
The purpose of the above fee table is to provide an understanding of the
various annual operating expenses which may be borne directly or indirectly
by an investment in the Fund. Actual expenses may be more or less than
those shown. The Fund's total operating expenses are not expected to exceed
1.45% of average net assets annually, but in the event that they do, the
Advisor has agreed to reduce its fees to insure that the expenses for the
Fund will not exceed 1.45%. If the Advisor did not limit the Fund's
expenses, it is expected that "Other Expenses" in the above table would be
1.45% and "Total Operating Expenses" would be 2.40%. If the Advisor does
waive any of its fees, the Fund may reimburse the Advisor in future years.
See "Management of the Fund."
2
<PAGE>
Example
This table illustrates the net operating expenses that would be incurred by
an investment in the Fund over different time periods assuming a $1,000
investment, a 5% annual return, and redemption at the end of each time
period.
1 Year 3 Years
$15 $46
The Example shown above should not be considered a representation of past
or future expenses and actual expenses may be greater or less than those
shown. In addition, federal regulations require the Example to assume a 5%
annual return, but the Fund's actual return may be higher or lower. See
"Management of the Fund."
The minimum initial investment in the Fund is $2,500, with subsequent
minimum investments of $250 or more ($1,000 and $100, respectively, for
retirement plans and Automatic Investment Plans). Shares will be redeemed
at their net asset value.
3
<PAGE>
Financial Highlights
For a capital share outstanding throughout the period (Unaudited)
- --------------------------------------------------------------------------------
March 11, 1997*
through
August 31, 1997
- --------------------------------------------------------------------------------
Net asset value, beginning of period $10.00
------
Income from investment operations:
Net investment income (0.02)
Net realized and unrealized gain
on investments 1.47
------
Total from investment operations 1.45
------
Net asset value, end of period $11.45
======
Total return 14.50%**
Ratios/supplemental data:
Net assets, end of period (thousands) $3,659
Ratio of expenses to average net assets:
Before expense reimbursement 5.39%***
After expense reimbursement 1.45%***
Ratio of net investment loss to average net assets:
Before expense reimbursement (4.31%)***
After expense reimbursement (0.38%)***
Portfolio turnover rate 1.04%
Average commission rate
paid per share $.1518
*Commencement of operations.
**Not annualized.
***Annualized.
4
<PAGE>
Investment Objective and Policies
What is the Fund's investment objective?
The investment objective of the Fund is to seek capital appreciation. There
can be no assurance that the Fund will achieve its objective.
How does the Fund seek to achieve its objective?
American Trust Company (the "Advisor") selects equity securities for the
Fund's portfolio that it expects will appreciate in value over the long
term. The Advisor uses a "bottom up" approach to stock investing and does
not attempt to forecast the U.S. economy, interest rates, inflation or the
U.S. stock market. It focuses on finding companies which meet its financial
criteria, which include a history of consistent earnings and revenue
growth, or strong prospects of earnings and revenue growth, and a strong
balance sheet. The Advisor purchases the securities of a company with the
intention of holding them for a minimum of three years, subject to changes
in fundamentals, such as marked deceleration in earnings growth, decline in
revenues or deterioration of the balance sheet, or a change in a company's
valuation or competitive position. Companies should demonstrate leadership,
operating momentum and strong prospects for annual growth rates of 15% or
better. Normally, the companies in which the Fund invests represent the
eight major economic or market sectors.
The Fund will not invest in companies that are involved in the tobacco,
pharmaceuticals, biotechnology, medical diagnostic services and products,
gambling and liquor industries. While a company may conduct operations in
one of these areas, the Fund will not invest in such a company unless
current revenues from these industries represent less than 5% of the total
revenues of the company. The great majority of companies in which the Fund
invests will have no operations in these industries.
The Advisor expects that the Fund's portfolio will generally consist of
predominantly large and mid-capitalization stocks, but in some market
environments small capitalization stocks may
5
<PAGE>
constitute a large portion of the Fund's portfolio. A small capitalization
stock is considered to be one which has a market capitalization of less
than $500 million at the time of investment. To the extent that the Fund
does invest in small capitalization stocks, there is the risk that its
portfolio will be less marketable and may be subject to greater
fluctuations in price than a portfolio holding stocks of larger issuers.
Small capitalization stocks often pay no dividends, but income is not a
primary goal of the Fund. The Advisor does not expect the Fund's annual
turnover rate to exceed 50%.
There is, of course, no assurance that the Fund's objective will be
achieved. Because prices of common stocks and other securities fluctuate,
the value of an investment in the Fund will vary as the market value of its
investment portfolio changes.
Other securities the Fund might purchase.
Under normal market conditions, the Fund will invest at least 85% of its
total assets in common stocks. If the Advisor believes that market
conditions warrant a temporary defensive posture, the Fund may invest
without limit in high quality, short-term debt securities and money market
instruments. These short-term debt securities and money market instruments
include commercial paper, certificates of deposit, bankers' acceptances,
U.S. Government securities and repurchase agreements.
Investment restrictions.
The Fund has adopted certain investment restrictions, which are described
fully in the Statement of Additional Information. Like the Fund's
investment objective, certain of these restrictions are fundamental and may
be changed only by a majority vote of the Fund's outstanding shares. As a
fundamental policy, the Fund is diversified, which means that as to 75% of
its total assets, no more than 5% may be invested in the securities of a
single issuer and that no more than 10% of its total assets may be invested
in the voting securities of such issuer.
6
<PAGE>
Management of the Fund
The Board of Trustees of the Trust establishes the Fund's policies and
supervises and reviews the management of the Fund.
The Advisor.
The Fund's Advisor, American Trust Company, One Court Street, Lebanon, New
Hampshire 03766 is dedicated primarily to providing investment management
services to individuals, charitable organizations, foundations and
corporations. The Advisor has not previously managed a mutual fund, but it
provides investment management services to individual and institutional
accounts with an aggregate value in excess of $125 million. Paul H. Collins
and Jeffrey M. Harris, CFA, are principally responsible for the management
of the Fund's portfolio. Mr. Collins (who controls the Advisor) has been
active in the investment field professionally for 20 years. Mr. Collins has
been President of the Advisor and has been managing portfolios of clients
of the Advisor for more than the last five years. Mr. Harris, Senior Vice
President of the Advisor, has been active in the investment field
professionally for 19 years, managing portfolios for more than the last
five years, and managing portfolios of clients of the Advisor since he
became associated with the Advisor in 1995. Prior to that, he was a Vice
President of Fleet Investment Advisors, since 1990, where he also managed
client portfolios.
The Advisor provides the Fund with advice on buying and selling securities,
manages the investments of the Fund, furnishes the Fund with office space
and certain administrative services, and provides most of the personnel
needed by the Fund. As compensation, the Fund pays the Advisor a monthly
management fee based upon the average daily net assets of the Fund at the
annual rate of 0.95%.
The Administrator.
Investment Company Administration Corporation (the "Administrator")
prepares various federal and state regulatory filings, reports and returns
for the Fund, prepares reports and materials to be
7
<PAGE>
supplied to the trustees, monitors the activities of the Fund's custodian,
shareholder servicing agent and accountants, and coordinates the
preparation and payment of Fund expenses and reviews the Fund's expense
accruals. For its services, the Administrator receives a monthly fee at the
annual rate of 0.20%, subject to a $30,000 annual minimum.
Other operating expenses.
The Fund is responsible for its own operating expenses, including but not
limited to, the advisory and administration fees, custody and shareholder
servicing agent fees, legal and auditing expenses, federal and state
registration fees, and fees to the Trust's disinterested trustees. The
Advisor may reduce its fees or reimburse the Fund for expenses at any time
in order to reduce the Fund's expenses. Reductions made by the Advisor in
its fees or payments or reimbursements of expenses which are the Fund's
obligation are subject to reimbursement by the Fund provided the Fund is
able to do so and remain in compliance with any applicable expense
limitations.
Brokerage transactions.
The Advisor considers a number of factors in determining which brokers or
dealers to use for the Fund's portfolio transactions. While these are more
fully discussed in the Statement of Additional Information, the factors
include, but are not limited to, the reasonableness of commissions, quality
of services and execution, and the availability of research which the
Advisor may lawfully and appropriately use in its investment advisory
capacities.
Investor Guide
How to purchase shares of the Fund.
There are two ways to purchase shares of the Fund. Both of them require you
to complete an Application Form, which accompanies this Prospectus. If you
have questions about how to invest, or about how to complete the
Application Form, please call an account representative at 1-800-385-7003.
8
<PAGE>
You may send money to the Fund by mail.
If you wish to invest by mail, simply complete the Application Form and
mail it with a check (made payable to American Trust Allegiance Fund) to
the Fund's Shareholder Servicing Agent:
American Trust Allegiance Fund
P.O. Box 640947
Cincinnati, OH 45264-0947
You may wire money to the Fund.
Before sending a wire, you should call the Fund at 1-800-385-7003 between
9:00 a.m. and 5:00 p.m., Eastern time, on a day when the New York Stock
Exchange ("NYSE") is open for trading, in order to receive an account
number. It is important to call and receive this account number, because if
your wire is sent without it or without the name of the Fund, there may be
a delay in investing the money you wire. You should then ask your bank to
wire money to:
Star Bank, N.A. Cinti/Trust
ABA # 0420-0001-3
for credit to American Trust Allegiance Fund
DDA #486444854
for further credit to [your name and account
number]
Your bank may charge you a fee for sending a wire to the Fund.
Minimum investments.
The minimum initial investment in the Fund is $2,500. The minimum
subsequent investment is $250. However, if you are investing in an
Individual Retirement Account ("IRA"), or you are starting an Automatic
Investment Plan (see below), the minimum initial and subsequent investments
are $1,000 and $100, respectively.
Subsequent investments.
You may purchase additional shares of the Fund by sending a check, with the
stub from an account statement, to the Fund at the address above. Please
also write your account number on the check. (If you do not have a stub
from an account statement, you can write your name, address and account
number on a separate piece of paper and enclose it with your check.) If you
want to send additional money for investment by wire, it is important for
you to call the Fund at 1-800-385-7003.
9
<PAGE>
When is money invested in the Fund?
Any money received for investment in the Fund, whether sent by check or by
wire, is invested at the net asset value of the Fund which is next
calculated after the money is received (assuming the check or wire
correctly identifies the Fund and account). The net asset value is
calculated at the close of regular trading of the NYSE, currently 4:00
p.m., Eastern time. A check or wire received after the NYSE closes is
invested as of the next calculation of the Fund's net asset value.
What is the net asset value of the Fund?
The Fund's net asset value per share is calculated by dividing the value of
the Fund's total assets, less its liabilities, by the number of its shares
outstanding. In calculating the net asset value, portfolio securities are
valued using current market values, if available. Securities for which
market quotations are not readily available are valued at fair values
determined in good faith by or under the supervision of the Board of
Trustees of the Trust. The fair value of short-term obligations with
remaining maturities of 60 days or less is considered to be their amortized
cost.
Other information.
First Fund Distributors, Inc., 4455 E. Camelback Road, Suite 261E, Phoenix,
AZ 85018, an affiliate of the Administrator, is the principal underwriter
("Distributor") of the Fund's shares. The Distributor may waive the minimum
investment requirements for purchases by certain group or retirement plans.
All investments must be made in U.S. dollars, and checks must be drawn on
U.S. banks. Third party checks will not be accepted. A charge may be
imposed if any check used for investment does not clear. The Fund and the
Distributor reserve the right to reject any investment, in whole or in
part. Federal tax law requires that investors provide a certified taxpayer
identification number and other certifications on opening an account in
order to avoid backup withholding of taxes. See the Application Form for
more information about backup withholding. The Fund is not required to
issue share certificates; all shares are normally held in non-certificated
form on the books of the Fund, for the account of the shareholder.
10
<PAGE>
Services Available to Shareholders
Retirement Plans.
You may obtain a prototype IRA plan from the Fund. Shares of the Fund are
also eligible investments for other types of retirement plans.
Automatic Investment Plan.
You may make regular monthly investments in the Fund using the Automatic
Investment Plan. An Automatic Clearing House (ACH) debit is drawn
electronically against your account at a Financial Institution of your
choice. Upon receipt of the withdrawn funds, the Fund automatically invests
the money in additional shares of the Fund at the current net asset value.
There is no charge by the Fund for this service. The Fund may terminate or
modify this privilege at any time, and shareholders may terminate their
participation by notifying American Data Services in writing, sufficiently
in advance of the next withdrawal. The minimum monthly investment amount is
$100.
Automatic withdrawals.
The Fund offers an Automatic Withdrawal Plan whereby shareholders may
request that a check drawn in a predetermined amount be sent to them each
month or calendar quarter. To start this Plan, your account must have Fund
shares with a value of at least $10,000, and the minimum amount that may be
withdrawn each month or quarter is $50. The Plan may be terminated or
modified by a shareholder or the Fund at any time without charge or
penalty. A withdrawal under the Automatic Withdrawal Plan involves a
redemption of shares of the Fund, and may result in a gain or loss for
federal income tax purposes. In addition, if the amount withdrawn exceeds
the dividends credited to your account, the account ultimately may be
depleted.
How to Redeem Your Shares
You have the right to redeem all or any portion of your shares of the Fund
at their net asset value on each day the NYSE is open for trading.
11
<PAGE>
Redemption in writing.
You may redeem your shares by simply sending a written request to the Fund.
You should give your account number and state whether you want all or part
of your shares redeemed. The letter should be signed by all of the
shareholders whose names appear in the account registration. You should
send your redemption request to:
American Trust Allegiance Fund
150 Motor Parkway
Hauppauge, NY 11788
Signature guarantee.
If the value of the shares you wish to redeem exceeds $5,000, the
signatures on the redemption request must be guaranteed by an "eligible
guarantor institution." These institutions include banks, broker-dealers,
credit unions and savings institutions. A broker-dealer guaranteeing a
signature must be a member of a clearing corporation or maintain net
capital of at least $100,000. Credit unions must be authorized to issue
signature guarantees. Signature guarantees will be accepted from any
eligible guarantor institution which participates in a signature guarantee
program. A notary public is not an acceptable guarantor.
Redemption by telephone.
If you complete the Redemption by Telephone portion of the Fund's
Application Form, you may redeem shares on any business day the NYSE is
open by calling the Fund's Shareholder Servicing Agent at 1-800-385-7003
before 4:00 p.m. Eastern time. Redemption proceeds will be mailed or wired,
at your direction, on the next business day to the Financial Institution
account you designated on the Application Form. The minimum amount that may
be wired is $1,000 (wire charges, if any, will be deducted from redemption
proceeds). Telephone redemptions cannot be made for IRAs.
By establishing telephone redemption privileges, you authorize the Fund and
its Shareholder Servicing Agent to act upon the instruction of any person
who makes the telephone call to redeem shares from your account and
transfer the proceeds to the bank account designated in the Application
Form. The Fund and the Shareholder
12
<PAGE>
Servicing Agent will use procedures to confirm that redemption instructions
received by telephone are genuine, including recording of telephone
instructions and requiring a form of personal identification before acting
on these instructions. If these normal identification procedures are
followed, neither the Fund nor the Shareholder Servicing Agent will be
liable for any loss, liability, or cost which results from acting upon
instructions of a person believed to be a shareholder with respect to the
telephone redemption privilege. The Fund may change, modify, or terminate
these privileges at any time upon at least 60-days' notice to shareholders.
You may request telephone redemption privileges after your account is
opened; however, the authorization form will require a separate signature
guarantee. Shareholders may experience delays in exercising telephone
redemption privileges during periods of abnormal market activity.
What price is used for a redemption?
The redemption price is the net asset value of the Fund's shares, next
determined after shares are validly tendered for redemption. All signatures
of account holders must be included in the request, and a signature
guarantee, if required, must also be included for the request to be valid.
When are redemption payments made?
As noted above, redemption payments for telephone redemptions are sent on
the day after the telephone call is received. Payments for redemptions sent
in writing are normally made promptly, but no later than seven days after
the receipt of a valid request. However, the Fund may suspend the right of
redemption under certain extraordinary circumstances in accordance with
rules of the Securities and Exchange Commission.
If shares were purchased by wire, they cannot be redeemed until the day
after the Application Form is received. If shares were purchased by check
and then redeemed shortly after the check is received, the Fund may delay
sending the redemption proceeds until it has been notified that the check
used to purchase the shares has been collected, a process which may take up
to 15 days. This delay can be avoided by investing by
13
<PAGE>
wire or by using a certified or official bank check to make the purchase.
Other information about redemptions.
A redemption may result in recognition of a gain or loss for federal income
tax purposes. Due to the relatively high cost of maintaining smaller
accounts, the shares in your account (unless it is a retirement plan or
Uniform Gifts or Transfers to Minors Act account) may be redeemed by the
Fund if, due to redemptions you have made, the total value of your account
is reduced to less than $500. If the Fund determines to make such an
involuntary redemption, you will first be notified that the value of your
account is less than $500, and you will be allowed 30 days to make an
additional investment to bring the value of your account to at least $500
before the Fund takes any action.
Distributions and Taxes
Dividends and other distributions.
Dividends from net investment income, if any, are normally declared and
paid by the Fund in December. Capital gains distributions, if any, are also
normally made in December, but the Fund may make an additional payment of
dividends or distributions if it deems it desirable at another time during
any year.
Dividends and capital gain distributions (net of any required tax
withholding) are automatically reinvested in additional shares of the Fund
at the net asset value per share on the reinvestment date unless you have
previously requested in writing to the Shareholder Servicing Agent that
payment be made in cash.
Any dividend or distribution paid by the Fund has the effect of reducing
the net asset value per share on the record date by the amount of the
dividend or distribution. You should note that a dividend or distribution
paid on shares purchased shortly before that dividend or distribution was
declared will be subject to income taxes even though the dividend or
distribution represents, in substance, a partial return of capital to you.
14
<PAGE>
Taxes
The Fund intends to qualify and elect to be treated as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986
(the "Code"). As long as the Fund continues to qualify, and as long as the
Fund distributes all of its income each year to the shareholders, the Fund
will not be subject to any federal income or excise taxes. Distributions
made by the Fund will be taxable to shareholders whether received in shares
(through dividend reinvestment ) or in cash. Distributions derived from net
investment income, including net short-term capital gains, are taxable to
shareholders as ordinary income. A portion of these distributions may
qualify for the intercorporate dividends-received deduction. Distributions
designated as capital gains dividends are taxable as long-term capital
gains regardless of the length of time shares of the Fund have been held.
Although distributions are generally taxable when received, certain
distributions made in January are taxable as if received the prior
December. You will be informed annually of the amount and nature of the
Fund's distributions. Additional information about taxes is set forth in
the Statement of Additional Information. You should consult your own
advisers concerning federal, state and local taxation of distributions from
the Fund.
General Information
The Trust.
The Trust was organized as a Delaware business trust on October 3, 1996.
The Agreement and Declaration of Trust permits the Board of Trustees to
issue an unlimited number of full and fractional shares of beneficial
interest, without par value, which may be issued in any number of series.
The Board of Trustees may from time to time issue other series, the assets
and liabilities of which will be separate and distinct from any other
series.
Shareholder Rights.
Shares issued by the Fund have no preemptive, conversion, or subscription
rights. Shareholders have equal and exclusive rights as to dividends
15
<PAGE>
and distributions as declared by the Fund and to the net assets of the Fund
upon liquidation or dissolution. The Fund, as a separate series of the
Trust, votes separately on matters affecting only the Fund (e.g., approval
of the Investment Advisory Agreement); all series of the Trust vote as a
single class on matters affecting all series jointly or the Trust as a
whole (e.g., election or removal of Trustees). Voting rights are not
cumulative, so that the holders of more than 50% of the shares voting in
any election of Trustees can, if they so choose, elect all of the Trustees.
While the Trust is not required and does not intend to hold annual meetings
of shareholders, such meetings may be called by the Trustees in their
discretion, or upon demand by the holders of 10% or more of the outstanding
shares of the Trust for the purpose of electing or removing Trustees. As of
October 10, 1997, the Fund was controlled by the Corestates Bank N.A.
William N. Lane Trust.
Performance Information.
From time to time, the Fund may publish its total return in advertisements
and communications to investors. Total return information will include the
Fund's average annual compounded rate of return over the most recent four
calendar quarters and over the period from the Fund's inception of
operations. The Fund may also advertise aggregate and average total return
information over different periods of time. The Fund's total return will be
based upon the value of the shares acquired through a hypothetical $1,000
investment at the beginning of the specified period and the net asset value
of those shares at the end of the period, assuming reinvestment of all
distributions. Total return figures will reflect all recurring charges
against Fund income. You should note that the investment results of the
Fund will fluctuate over time, and any presentation of the Fund's total
return for any prior period should not be considered as a representation of
what an investor's total return may be in any future period.
Shareholder Inquiries.
Shareholder inquiries should be directed to the Shareholder Servicing Agent
at 1-800-385-7003.
16
<PAGE>
Advisor
American Trust Company
One Court Street
Lebanon, NH 03766
1-800-788-8806
Distributor
First Fund Distributors, Inc.
4455 East Camelback Road, Suite 261E
Phoenix, AZ 85018
Custodian
Star Bank, N.A.
425 Walnut Street
Cincinnati, OH 45202
Transfer Agent
American Data Services, Inc.
150 Motor Parkway
Hauppauge, NY 11788
1-800-385-7003
Auditors
McGladrey & Pullen, LLP
555 Fifth Avenue
New York, NY 10017
Legal Counsel
Paul, Hastings, Janofsky & Walker, LLP
345 California Street, 29th Floor
San Francisco, CA 94104
<PAGE>
PART B
AMERICAN TRUST ALLEGIANCE FUND
Statement of Additional Information
Dated October 31, 1997
This Statement of Additional Information is not a prospectus, and it should be
read in conjunction with the prospectus dated October 31, 1997, as may be
amended from time to time, of the American Trust Allegiance Fund (the "Fund"), a
series of Advisors Series Trust (the "Trust"). American Trust Company (the
"Advisor") is the Advisor to the Fund. A copy of the prospectus may be obtained
from the Fund at One Court Street, Lebanon, NH 03766.
TABLE OF CONTENTS
Cross-reference to sections
Page in the prospectus
---- ---------------------------------
Investment Objective and Policies..... B-2 Investment Objective and Policies
Management............................ B-5 Management of the Fund; General
Information
Portfolio Transactions and Brokerage.. B-8 Management of the Fund
Net Asset Value....................... B-9 Investor Guide
Taxation ............................ B-9 Distributions and Taxes
Dividends and Distributions........... B-10 Distributions and Taxes
Performance Information............... B-11 General Information
General Information................... B-12 General Information
Appendix.............................. B-12 Not applicable
Statements of Assets and Liabilities.. B-14 Not applicable
Independent Auditor's Report.......... B-15 Not applicable
B-1
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The investment objective of the Fund is to seek capital appreciation.
There is no assurance that the Fund will achieve its objective. The discussion
below supplements information contained in the prospectus as to investment
policies of the Fund.
Short-Term Investments
The Fund may invest in any of the following securities and instruments:
Bank Certificates or Deposit, Bankers' Acceptances and Time Deposits.
The Fund may acquire certificates of deposit, bankers' acceptances and time
deposits. Certificates of deposit are negotiable certificates issued against
funds deposited in a commercial bank for a definite period of time and earning a
specified return. Bankers' acceptances are negotiable drafts or bills of
exchange, normally drawn by an importer or exporter to pay for specific
merchandise, which are "accepted" by a bank, meaning in effect that the bank
unconditionally agrees to pay the face value of the instrument on maturity.
Certificates of deposit and bankers' acceptances acquired by the Fund will be
dollar-denominated obligations of domestic or foreign banks or financial
institutions which at the time of purchase have capital, surplus and undivided
profits in excess of $100 million (including assets of both domestic and foreign
branches), based on latest published reports, or less than $100 million if the
principal amount of such bank obligations are fully insured by the U.S.
Government. If the Fund holds instruments of foreign banks or financial
institutions, it may be subject to additional investment risks that are
different in some respects from those incurred by a fund which invests only in
debt obligations of U.S. domestic issuers. See "Foreign Investments" below. Such
risks include future political and economic developments, the possible
imposition of withholding taxes by the particular country in which the issuer is
located on interest income payable on the securities, the possible seizure or
nationalization of foreign deposits, the possible establishment of exchange
controls or the adoption of other foreign governmental restrictions which might
adversely affect the payment of principal and interest on these securities.
Domestic banks and foreign banks are subject to different governmental
regulations with respect to the amount and types of loans which may be made and
interest rates which may be charged. In addition, the profitability of the
banking industry depends largely upon the availability and cost of funds for the
purpose of financing lending operations under prevailing money market
conditions. General economic conditions as well as exposure to credit losses
arising from possible financial difficulties of borrowers play an important part
in the operations of the banking industry.
As a result of federal and state laws and regulations, domestic banks
are, among other things, required to maintain specified levels of reserves,
limited in the amount which they can loan to a single borrower, and subject to
other regulations designed to promote financial soundness. However, such laws
and regulations do not necessarily apply to foreign bank obligations that the
Fund may acquire.
In addition to purchasing certificates of deposit and bankers'
acceptances, to the extent permitted under its investment objectives and
policies stated above and in its prospectus, the Fund may make interest-bearing
time or other interest-bearing deposits in commercial or savings banks. Time
deposits are non-negotiable deposits maintained at a banking institution for a
specified period of time at a specified interest rate.
Savings Association Obligations. The Fund may invest in certificates of
deposit (interest-bearing time deposits) issued by savings banks or savings and
loan associations that have capital, surplus and undivided profits in excess of
$100 million, based on latest published reports, or less than $100 million if
the principal amount of such obligations is fully insured by the U.S.
Government.
Commercial Paper, Short-Term Notes and Other Corporate Obligations. The
Fund may invest a portion of its assets in commercial paper and short-term
notes. Commercial paper consists of unsecured promissory notes issued by
corporations. Issues of commercial paper and short-term notes will normally have
maturities of less than nine months and fixed rates of return, although such
instruments may have maturities of up to one year.
Commercial paper and short-term notes will consist of issues rated at
the time of purchase "A-1" or higher by Standard & Poor's ("S&P"), "Prime-1" by
Moody's Investors Service, Inc. ("Moody's"), or similarly rated by another
nationally recognized statistical rating organization or, if unrated, will be
determined by the Advisor to be of comparable quality. These rating symbols are
described in Appendix A.
B-2
<PAGE>
Money Market Funds
The Fund may under certain circumstances invest a portion of its assets
in money market funds. The Investment Company Act of 1940 (the "1940 Act")
prohibits the Fund from investing more than 5% of the value of its total assets
in any one investment company. or more than 10% of the value of its total assets
in investment companies as a group, and also restricts its investment in any
investment company to 3% of the voting securities of such investment company.
The Advisor will not impose advisory fees on assets of the Fund invested in a
money market mutual fund. However, an investment in a money market mutual fund
will involve payment by the Fund of its pro rata share of advisory and
administrative fees charged by such fund.
Government Obligations
The Fund may make short-term investments in U.S. Government
obligations. Such obligations include Treasury bills, certificates of
indebtedness, notes and bonds, and issues of such entities as the Government
National Mortgage Association ("GNMA"), Export-Import Bank of the United States,
Tennessee Valley Authority, Resolution Funding Corporation, Farmers Home
Administration, Federal Home Loan Banks, Federal Intermediate Credit Banks,
Federal Farm Credit Banks, Federal Land Banks, Federal Housing Administration,
Federal National Mortgage Association ("FNMA"), Federal Home Loan Mortgage
Corporation, and the Student Loan Marketing Association.
Some of these obligations, such as those of the GNMA, are supported by
the full faith and credit of the U.S. Treasury; others, such as those of the
Export-Import Bank of United States, are supported by the right of the issuer to
borrow from the Treasury; others, such as those of the FNMA, are supported by
the discretionary authority of the U.S. Government to purchase the agency's
obligations; still others, such as those of the Student Loan Marketing
Association, are supported only by the credit of the instrumentality. No
assurance can be given that the U.S. Government would provide financial support
to U.S. Government-sponsored instrumentalities if it is not obligated to do so
by law.
Foreign Investments and Currencies
The Fund may invest in securities of foreign issuers that are publicly
traded in the United States. The Fund may also invest up to 5% of its total
assets in depositary receipts.
Depositary Receipts. Depositary Receipts ("DRs") include American
Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"), Global
Depositary Receipts ("GDRs") or other forms of depositary receipts. DRs are
receipts typically issued in connection with a U.S. or foreign bank or trust
company which evidence ownership of underlying securities issued by a foreign
corporation.
Risks of Investing in Foreign Securities. Investments in foreign
securities involve certain inherent risks, including the following:
Political and Economic Factors. Individual foreign economies of certain
countries may differ favorably or unfavorably from the United States' economy in
such respects as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency, diversification and balance of payments
position. The internal politics of certain foreign countries may not be as
stable as those of the United States. Governments in certain foreign countries
also continue to participate to a significant degree, through ownership interest
or regulation, in their respective economies. Action by these governments could
include restrictions on foreign investment, nationalization, expropriation of
goods or imposition of taxes, and could have a significant effect on market
prices of securities and payment of interest. The economies of many foreign
countries are heavily dependent upon international trade and are accordingly
affected by the trade policies and economic conditions of their trading
partners. Enactment by these trading partners of protectionist trade legislation
could have a significant adverse effect upon the securities markets of such
countries.
Legal and Regulatory Matters. Certain foreign countries may have less
supervision of securities markets, brokers and issuers of securities, and less
financial information available to issuers, than is available in the United
States.
Taxes. The interest and dividends payable on certain of the Fund's
foreign portfolio securities may be subject to foreign withholding taxes, thus
reducing the net amount of income available for distribution to the Fund's
shareholders.
In considering whether to invest in the securities of a foreign
company, the Advisor considers such factors as the characteristics of the
particular company, differences between economic trends and the performance of
securities
B-3
<PAGE>
markets within the U.S. and those within other countries, and also factors
relating to the general economic, governmental and social conditions of the
country or countries where the company is located. The extent to which the Fund
will be invested in foreign companies and countries and depository receipts will
fluctuate from time to time within the limitations described in the prospectus,
depending on the Advisor's assessment of prevailing market, economic and other
conditions.
Repurchase Agreements
The Fund may enter into repurchase agreements with respect to its
portfolio securities. Pursuant to such agreements, the Fund acquires securities
from financial institutions such as banks and broker-dealers as are deemed to be
creditworthy by the Advisor, subject to the seller's agreement to repurchase and
the Fund's agreement to resell such securities at a mutually agreed upon date
and price. The repurchase price generally equals the price paid by the Fund plus
interest negotiated on the basis of current short-term rates (which may be more
or less than the rate on the underlying portfolio security). Securities subject
to repurchase agreements will be held by the Custodian or in the Federal
Reserve/Treasury Book-Entry System or an equivalent foreign system. The seller
under a repurchase agreement will be required to maintain the value of the
underlying securities at not less than 102% of the repurchase price under the
agreement. If the seller defaults on its repurchase obligation, the Fund will
suffer a loss to the extent that the proceeds from a sale of the underlying
securities are less than the repurchase price under the agreement. Bankruptcy or
insolvency of such a defaulting seller may cause the Fund's rights with respect
to such securities to be delayed or limited. Repurchase agreements are
considered to be loans under the 1940 Act.
Borrowing
The Fund is authorized to borrow money from time to time for temporary,
extraordinary or emergency purposes or for clearance of transactions in amounts
up to 5% of the value of its total assets at the time of such borrowings.
Risks of Investing in Small Companies
As stated in the prospectus, the Fund may invest in securities of small
companies. Additional risks of such investments include the markets on which
such securities are frequently traded. In many instances the securities of
smaller companies are traded only over-the-counter or on a regional securities
exchange, and the frequency and volume of their trading is substantially less
than is typical of larger companies. Therefore, the securities of smaller
companies may be subject to greater and more abrupt price fluctuations. When
making large sales, the Fund may have to sell portfolio holdings at discounts
from quoted prices or may have to make a series of small sales over an extended
period of time due to the trading volume of smaller company securities.
Investors should be aware that, based on the foregoing factors, an investment in
the Fund may be subject to greater price fluctuations than an investment in a
fund that invests exclusively in larger, more established companies. The
Advisor's research efforts may also play a greater role in selecting securities
for the Fund than in a fund that invests in larger, more established companies.
Investment Restrictions
The Trust (on behalf of the Fund) has adopted the following
restrictions as fundamental policies, which may not be changed without the
favorable vote of the holders of a "majority," as defined in the 1940 Act, of
the outstanding voting securities of the Fund. Under the 1940 Act, the "vote of
the holders of a majority of the outstanding voting securities" means the vote
of the holders of the lesser of (I) 67% of the shares of the Fund represented at
a meeting at which the holders of more than 50% of its outstanding shares are
represented or (ii) more than 50% of the outstanding shares of the Fund.
As a matter of fundamental policy, the Fund is diversified; i.e., as to
75% of the value of a its total assets: (I) no more than 5% of the value of its
total assets may be invested in the securities of any one issuer (other than
U.S. Government securities); and (ii) the Fund may not purchase more than 10% of
the outstanding voting securities of an issuer. The Fund's investment objective
is also fundamental.
In addition, the Fund may not:
1. Issue senior securities, borrow money or pledge its assets, except
that (I) the Fund may borrow on an unsecured basis from banks for temporary or
emergency purposes or for the clearance of transactions in amounts not exceeding
5% of its total assets (not including the amount borrowed), provided that it
will not make investments while borrowings in excess of 5% of the value of its
total assets are outstanding;
B-4
<PAGE>
2. Purchase securities on margin, except such short-term credits as may
be necessary for the clearance of transactions;
3. Act as underwriter (except to the extent the Fund may be deemed to
be an underwriter in connection with the sale of securities in its investment
portfolio);
4. Invest 25% or more of its total assets, calculated at the time of
purchase and taken at market value, in any one industry (other than U.S.
Government securities);
5. Purchase or sell real estate or interests in real estate or real
estate limited partnerships (although the Fund may purchase and sell securities
which are secured by real estate and securities of companies which invest or
deal in real estate);
6. Purchase or sell commodities or commodity futures contracts;
7. Make loans of money (except for purchases of debt securities
consistent with the investment policies of the Fund and except for repurchase
agreements); or
8. Make investments for the purpose of exercising control or
management.
The Fund observes the following restrictions as a matter of operating
but not fundamental policy, pursuant to positions taken by federal regulatory
authorities:
The Fund may not:
1. Invest in the securities of other investment companies or purchase
any other investment company's voting securities or make any other investment in
other investment companies except to the extent permitted by federal law; or
2. Invest in securities which are restricted as to disposition or
otherwise are illiquid or have no readily available market (except for
securities which are determined by the Board of Trustees to be liquid).
MANAGEMENT
The overall management of the business and affairs of the Trust is
vested with its Board of Trustees. The Board approves all significant agreements
between the Trust and persons or companies furnishing services to it, including
the agreements with the Advisor, Administrator, Custodian and Transfer Agent.
The day to day operations of the Trust are delegated to its officers, subject to
the Fund's investment objectives and policies and to general supervision by the
Board of Trustees.
The Trustees and officers of the Trust, their ages and positions with
the Trust, their business addresses and principal occupations during the past
five years are:
<TABLE>
<S> <C> <C>
Name, address and age Position Principal Occupation During Past Five Years
Walter E. Auch, Sr. (75) Trustee Director, Geotech Communications, Inc., Nicholas-Applegate
6001 N. 62d Place Investment Trust, Brinson Funds (since 1994), Smith Barney Trak
Paradise Valley, AZ 85253 Fund, Pimco Advisors L.P., Banyan Realty Trust, Banyan Land
Fund II and Legend Properties.
Eric M. Banhazl (39)* Trustee, Senior Vice President, Investment Company Administration
2025 E. Financial Way President and Corporation; Vice President, First Fund Distributors; President,
Glendora, CA 91740 Treasurer RNC Mutual Fund Group; Treasurer, Guiness Flight Investment
Funds, Inc. and Professionally Managed Portfolios.
Donald E. O'Connor (60) Trustee Retired; formerly Executive Vice President and
1700 Taylor Avenue Chief Operating Officer of ICI Mutual Insurance Company
Fort Washington, MD 20744 (until January, 1997), Vice President, Operations,
Investment Company Institute (until June, 1993).
</TABLE>
B-5
<PAGE>
<TABLE>
<S> <C> <C>
George T. Wofford III (57) Trustee Vice President, Information Services, Federal Home Loan Bank of
305 Glendora Circle San Francisco (since March, 1993); formerly Director of Management
Danville, CA 94526 Information Services, Morrison & Foerster (law firm).
Steven J. Paggioli (46) Vice Executive Vice President, Robert H. Wadsworth & Associates, Inc.
479 W. 22d Street President and Investment Company Administration Corporation; Vice President
New York, NY 10011 First Fund Distributors, Inc.; President and Trustee, Professionally
Managed Portfolios; Director, Managers Funds, Inc.
Robert H. Wadsworth (57) Vice President, Robert H. Wadsworth & Associates, Inc., Investment
4455 E. Camelback Road, 261E President Company Administration Corporation and First Fund Distributors, Inc.;
Phoenix, AZ 85018 Vice President, Professionally Managed Portfolios; President,
Guinness Flight Investment Funds, Inc.; Director, Germany Fund,
Inc., New Germany Fund, Inc. and Central European Equity Fund,
Inc.
Chris O. Kissack (48) Secretary Employed by Investment Company Administration Corporation (since
4455 E. Camelback Road, 261E July, 1996); formerly employed by Bank One, N.A. (from August, 1995
Phoenix, AZ 85018 until July, 1996); O'Connor, Cavanagh, Anderson, Killingsworth
and Beshears (law firm) (until August, 1995) .
</TABLE>
* denotes Trustee who is an "interested person" of the Trust under the 1940 Act.
Name and Position Aggregate Compensation from The Trust*
- ----------------- --------------------------------------
Walter E. Auch, Sr., Trustee $5,000
Donald E. O'Connor, Trustee $5,000
George T. Wofford III, Trustee $5,000
*Estimated for the current fiscal year. The Trust has no pension or retirement
plan. No other entity affiliated with the Trust pays any compensation to the
Trustees.
The Advisor
Subject to the supervision of the Board of Trustees, investment
management and related services are provided by the Advisor, pursuant to an
Investment Advisory Agreement (the "Advisory Agreement").
Under the Advisory Agreement, the Advisor agrees to invest the assets
of the Fund in accordance with the investment objectives, policies and
restrictions of the Fund as set forth in the Fund's and Trust's governing
documents, including, without limitation, the Trust's Agreement and Declaration
of Trust and By-Laws; the Fund's prospectus, statement of additional
information, and undertakings; and such other limitations, policies and
procedures as the Trustees of the Trust may impose from time to time in writing
to the Advisor. In providing such services, the Advisor shall at all times
adhere to the provisions and restrictions contained in the federal securities
laws, applicable state securities laws, the Internal Revenue Code of 1986 (the
"Code"), and other applicable law.
Without limiting the generality of the foregoing, the Advisor has
agreed to (I) furnish the Fund with advice and recommendations with respect to
the investment of the Fund's assets, (ii) effect the purchase and sale of
portfolio securities; (iii) manage and oversee the investments of the Fund,
subject to the ultimate supervision and direction of the Trust's Board of
Trustees; (iv) vote proxies and take other actions with respect to the Fund's
securities; (v) maintain the books and records required to be maintained with
respect to the securities in the Fund's portfolio; (vi) furnish reports,
statements and other data on securities, economic conditions and other matters
related to the investment of the Fund's assets which the Trustees or the
officers of the Trust may reasonably request; and (vi) render to the Trust's
Board of Trustees such periodic and special reports as the Board may reasonably
request. The Advisor has also agreed, at its own expense, to maintain such staff
and employ or retain such personnel and consult with such other persons as it
shall from
B-6
<PAGE>
time to time determine to be necessary to the performance of its obligations
under the Advisory Agreement. Personnel of the Advisor may serve as officers of
the Trust provided they do so without compensation from the Trust. Without
limiting the generality of the foregoing, the staff and personnel of the Advisor
shall be deemed to include persons employed or retained by the Advisor to
furnish statistical information, research, and other factual information, advice
regarding economic factors and trends, information with respect to technical and
scientific developments, and such other information, advice and assistance as
the Advisor or the Trust's Board of Trustees may desire and reasonably request.
With respect to the operation of the Fund, the Advisor has agreed to be
responsible for the expenses of printing and distributing extra copies of the
Fund's prospectus, statement of additional information, and sales and
advertising materials (but not the legal, auditing or accounting fees attendant
thereto) to prospective investors (but not to existing shareholders); and the
costs of any special Board of Trustees meetings or shareholder meetings convened
for the primary benefit of the Advisor.
As compensation for the Advisor's services, the Fund pays it an
advisory fee at the rate specified in the prospectus. In addition to the fees
payable to the Advisor and the Administrator, the Trust is responsible for its
operating expenses, including: fees and expenses incurred in connection with the
issuance, registration and transfer of its shares; brokerage and commission
expenses; all expenses of transfer, receipt, safekeeping, servicing and
accounting for the cash, securities and other property of the Trust for the
benefit of the Fund including all fees and expenses of its custodian,
shareholder services agent and accounting services agent; interest charges on
any borrowings; costs and expenses of pricing and calculating its daily net
asset value and of maintaining its books of account required under the 1940 Act;
taxes, if any; a pro rata portion of expenditures in connection with meetings of
the Fund's shareholders and the Trust's Board of Trustees that are properly
payable by the Fund; salaries and expenses of officers and fees and expenses of
members of the Trust's Board of Trustees or members of any advisory board or
committee who are not members of, affiliated with or interested persons of the
Advisor or Administrator; insurance premiums on property or personnel of the
Fund which inure to its benefit, including liability and fidelity bond
insurance; the cost of preparing and printing reports, proxy statements,
prospectuses and statements of additional information of the Fund or other
communications for distribution to existing shareholders; legal, auditing and
accounting fees; trade association dues; fees and expenses (including legal
fees) of registering and maintaining registration of its shares for sale under
federal and applicable state and foreign securities laws; all expenses of
maintaining and servicing shareholder accounts, including all charges for
transfer, shareholder recordkeeping, dividend disbursing, redemption, and other
agents for the benefit of the Fund, if any; and all other charges and costs of
its operation plus any extraordinary and non-recurring expenses, except as
otherwise prescribed in the Advisory Agreement.
The Advisor may agree to waive certain of its fees or reimburse the
Fund for certain expenses, in order to limit the expense ratio of the Fund. In
that event, subject to approval by the Trust's Board of Trustees, the Fund may
reimburse the Advisor in subsequent years for fees waived and expenses
reimbursed, provided the expense ratio before reimbursement is less than the
expense limitation in effect at that time.
The Advisor is controlled by Paul H. Collins, its President.
Under the Advisory Agreement, the Advisor will not be liable to the
Trust or the Fund or any shareholder for any act or omission in the course of,
or connected with, rendering services or for any loss sustained by the Trust
except in the case of a breach of fiduciary duty with respect to the receipt of
compensation for services (in which case any award of damages will be limited as
provided in the 1940 Act) or of willful misfeasance, bad faith or gross
negligence, or reckless disregard of its obligations and duties under the
Agreement.
The Advisory Agreement will remain in effect for a period not to exceed
two years. Thereafter, if not terminated, the Advisory Agreement will continue
automatically for successive annual periods, provided that such continuance is
specifically approved at least annually (I) by a majority vote of the
Independent Trustees cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by the Board of Trustees or by vote of a
majority of the outstanding voting securities of the Fund.
The Advisory Agreement is terminable by vote of the Board of Trustees
or by the holders of a majority of the outstanding voting securities of the Fund
at any time without penalty, on 60 days written notice to the Advisor. The
Advisory Agreement also may be terminated by the Advisor on 60 days written
notice to the Trust. The Advisory Agreement terminates automatically upon its
assignment (as defined in the 1940 Act).
B-7
<PAGE>
The Administrator. The Administrator has agreed to be responsible for
providing such services as the Trustees may reasonably request, including but
not limited to (I) maintaining the Trust's books and records (other than
financial or accounting books and records maintained by any custodian, transfer
agent or accounting services agent); (ii) overseeing the Trust's insurance
relationships; (iii) preparing for the Trust (or assisting counsel and/or
auditors in the preparation of) all required tax returns, proxy statements and
reports to the Trust's shareholders and Trustees and reports to and other
filings with the Securities and Exchange Commission and any other governmental
agency (the Trust agreeing to supply or cause to be supplied to the
Administrator all necessary financial and other information in connection with
the foregoing); (iv) preparing such applications and reports as may be necessary
to permit the sale of shares of the Trust in various states selected by the
Trust (the Trust agreeing to pay all filing fees or other similar fees in
connection therewith); (v) responding to all inquiries or other communications
of shareholders, if any, which are directed to the Administrator, or if any such
inquiry or communication is more properly to be responded to by the Trust's
custodian, transfer agent or accounting services agent, overseeing their
response thereto; (vi) overseeing all relationships between the Trust and any
custodian(s), transfer agent(s) and accounting services agent(s), including the
negotiation of agreements and the supervision of the performance of such
agreements; and (vii) authorizing and directing any of the Administrator's
directors, officers and employees who may be elected as Trustees or officers of
the Trust to serve in the capacities in which they are elected. All services to
be furnished by the Administrator under this Agreement may be furnished through
the medium of any such directors, officers or employees of the Administrator.
PORTFOLIO TRANSACTIONS AND BROKERAGE
The Advisory Agreement states that the Advisor shall be responsible for
broker-dealer selection and for negotiation of brokerage commission rates,
provided that the Advisor shall not direct orders to an affiliated person of the
Advisor without general prior authorization to use such affiliated broker or
dealer by the Trust's Board of Trustees. The Advisor's primary consideration in
effecting a securities transaction will be execution at the most favorable
price. In selecting a broker-dealer to execute each particular transaction, the
Advisor may take the following into consideration: the best net price available;
the reliability, integrity and financial condition of the broker-dealer; the
size of and difficulty in executing the order; and the value of the expected
contribution of the broker-dealer to the investment performance of the Fund on a
continuing basis. The price to the Fund in any transaction may be less favorable
than that available from another broker-dealer if the difference is reasonably
justified by other aspects of the portfolio execution services offered.
Subject to such policies as the Advisor and the Board of Trustees of
the Trust may determine, the Advisor shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of its having caused the Fund to pay a broker or dealer that
provides (directly or indirectly) brokerage or research services to the Advisor
an amount of commission for effecting a portfolio transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction, if the Advisor determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Advisor's overall responsibilities with respect to
the Fund. The Advisor is further authorized to allocate the orders placed by it
on behalf of the Fund to such brokers or dealers who also provide research or
statistical material, or other services, to the Trust, the Advisor, or any
affiliate of either. Such allocation shall be in such amounts and proportions as
the Advisor shall determine, and the Advisor shall report on such allocations
regularly to the Advisor and the Trust, indicating the broker-dealers to whom
such allocations have been made and the basis therefor. The Advisor is also
authorized to consider sales of shares of the Fund as a factor in the selection
of brokers or dealers to execute portfolio transactions, subject to the
requirements of best execution, i.e., that such brokers or dealers are able to
execute the order promptly and at the best obtainable securities price.
On occasions when the Advisor deems the purchase or sale of a security
to be in the best interest of the Fund as well as other clients of the Advisor,
the Advisor, to the extent permitted by applicable laws and regulations, may
aggregate the securities to be so purchased or sold in order to obtain the most
favorable price or lower brokerage commissions and the most efficient execution.
In such event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Advisor in the manner
it considers to be the most equitable and consistent with its fiduciary
obligations to the Fund and to such other clients.
B-8
<PAGE>
NET ASSET VALUE
The net asset value of the Fund's shares will fluctuate and is
determined as of the close of trading on the New York Stock Exchange ("NYSE")
(currently 4:00 p.m. Eastern time) each business day. The NYSE annually
announces the days on which it will not be open for trading. The most recent
announcement indicates that it will not be open on the following days: New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day. However, the NYSE may close on days not
included in that announcement.
The net asset value per share is computed by dividing the value of the
securities held by the Fund plus any cash or other assets (including interest
and dividends accrued but not yet received) minus all liabilities (including
accrued expenses) by the total number of shares in the Fund outstanding at such
time.
Generally, the Fund's investments are valued at market value or, in the
absence of a market value, at fair value as determined in good faith by the
Advisor and the Trust's Pricing Committee pursuant to procedures approved by or
under the direction of the Board.
The Fund's securities, including ADRs, EDRs and GDRs, which are traded
on securities exchanges are valued at the last sale price on the exchange on
which such securities are traded, as of the close of business on the day the
securities are being valued or, lacking any reported sales, at the mean between
the last available bid and asked price. Securities that are traded on more than
one exchange are valued on the exchange determined by the Advisor to be the
primary market. Securities traded in the over-the-counter market are valued at
the mean between the last available bid and asked price prior to the time of
valuation. Securities and assets for which market quotations are not readily
available are valued at fair value as determined in good faith by or under the
direction of the Board.
Short-term debt obligations with remaining maturities in excess of 60
days are valued at current market prices, as discussed above. Short-term
securities with 60 days or less remaining to maturity are, unless conditions
indicate otherwise, amortized to maturity based on their cost to the Fund if
acquired within 60 days of maturity or, if already held by the Fund on the 60th
day, based on the value determined on the 61st day.
All other assets of the Fund are valued in such manner as the Board in
good faith deems appropriate to reflect their fair value.
TAXATION
The Fund will be taxed, under the Code, as a separate entity from any
other series of the Trust, and it intends to elect to qualify for treatment as a
regulated investment company ("RIC") under Subchapter M of the Code. In each
taxable year that the Fund so qualifies, the Fund (but not its shareholders)
will be relieved of federal income tax on that part of its investment company
taxable income (consisting generally of interest and dividend income and net
short term capital gains) and net capital gain that is distributed to its
shareholders.
In order to qualify for treatment as a RIC, the Fund must distribute
annually to shareholders at least 90% of its investment company taxable income
and must meet several additional requirements. Among these requirements are, in
general, the following: (1) at least 90% of the Fund's gross income each taxable
year must be derived from dividends, interest, payments with respect to
securities loans and gains from the sale or other disposition of securities or
foreign currencies, or other income derived with respect to its business of
investing in securities or currencies; (2) less than 30% of the Fund's gross
income each taxable year may be derived from the sale or other disposition of
securities held for less than three months; (3) at the close of each quarter of
the Fund's taxable year, at least 50% of the value of its total assets must be
represented by cash and cash items, U.S. Government securities, securities of
other RICs and other securities, limited in respect of any one issuer, to an
amount that does not exceed 5% of the value of the Fund's assets and that does
not represent more than 10% of the outstanding voting securities of such issuer;
and (4) at the close of each quarter of the Fund's taxable year, not more than
25% of the value of its assets may be invested in securities (other than U.S.
Government securities or the securities of other RICs) of any one issuer.
Distributions of net investment income and net realized capital gains
by the Fund will be taxable to shareholders whether made in cash or reinvested
in shares. In determining amounts of net realized capital gains to be
distributed, any capital loss carryovers from prior years will be applied
against capital gains. Shareholders receiving distributions in the form of
additional shares will have a cost basis for federal income tax purposes in each
share so received equal to the net asset value of a share of the Fund on the
reinvestment date. Fund distributions also will be included in individual and
corporate shareholders' income on which the alternative minimum tax may be
imposed.
B-9
<PAGE>
The Fund intends to declare and pay dividends and other distributions
annually, as stated in the Prospectus. In order to avoid the payment of any
federal excise tax based on net income, the Fund must declare on or before
December 31 of each year, and pay on or before January 31 of the following year,
distributions at least equal to 98% of its ordinary income for that calendar
year and at least 98% of the excess of any capital gains over any capital losses
realized in the one-year period ending October 31 of that year, together with
any undistributed amounts of ordinary income and capital gains (in excess of
capital losses) from the previous calendar year.
The Fund may receive dividend distributions from U.S. corporations. To
the extent that the Fund receives such dividends and distributes them to its
shareholders, and meets certain other requirements of the Code, corporate
shareholders of the Fund may be entitled to the "dividends received" deduction.
Availability of the deduction is subject to certain holding period and
debt-financing limitations.
The Fund may be subject to foreign withholding taxes on dividends and
interest earned with respect to securities of foreign corporations.
Redemptions and exchanges of shares of the Fund will result in gains or
losses for tax purposes to the extent of the difference between the proceeds and
the shareholder's adjusted tax basis for the shares. Any loss realized upon the
redemption or exchange of shares within six months from their date of purchase
will be treated as a long-term capital loss to the extent of distributions of
long-term capital gain dividends with respect to such shares during such
six-month period. All or a portion of a loss realized upon the redemption of
shares of the Fund may be disallowed to the extent shares of the same Fund are
purchased (including shares acquired by means of reinvested dividends) within 30
days before or after such redemption.
Distributions and redemptions may be subject to state and local income
taxes, and the treatment thereof may differ from the federal income tax
treatment. Foreign taxes may apply to non-U.S. investors.
The above discussion and the related discussion in the Prospectus are
not intended to be complete discussions of all applicable federal tax
consequences of an investment in the Fund. The law firm of Heller, Ehrman, White
& McAuliffe has expressed no opinion in respect thereof. Nonresident aliens and
foreign persons are subject to different tax rules, and may be subject to
withholding of up to 30% on certain payments received from the Fund.
Shareholders are advised to consult with their own tax advisers concerning the
application of foreign, federal, state and local taxes to an investment in the
Fund.
DIVIDENDS AND DISTRIBUTIONS
Dividends from the Fund's investment company taxable income (whether
paid in cash or invested in additional shares) will be taxable to shareholders
as ordinary income to the extent of the Fund's earnings and profits.
Distributions of the Fund's net capital gain (whether paid in cash or invested
in additional shares) will be taxable to shareholders as long-term capital gain,
regardless of how long they have held their Fund shares.
Dividends declared by the Fund in October, November or December of any
year and payable to shareholders of record on a date in one of such months will
be deemed to have been paid by the Fund and received by the shareholders on the
record date if the dividends are paid by the Fund during the following January.
Accordingly, such dividends will be taxed to shareholders for the year in which
the record date falls.
The Fund or any securities dealer effecting a redemption of the Fund's
shares by a shareholder will be required to file information reports with the
IRS with respect to distributions and payments made to the shareholder. In
addition, the Fund will be required to withhold federal income tax at the rate
of 31% on taxable dividends, redemptions and other payments made to accounts of
individual or other non-exempt shareholders who have not furnished their correct
taxpayer identification numbers and made certain required certifications on the
Account Application Form or with respect to which the Fund or the securities
dealer has been notified by the IRS that the number furnished is incorrect or
that the account is otherwise subject to withholding. Amounts withheld under
these rules will be creditable against a shareholder's federal income tax
liability.
B-10
<PAGE>
PERFORMANCE INFORMATION
Total Return
Average annual total return quotations used in the Fund's advertising
and promotional materials are calculated according to the following formula:
n
P(1 + T) = ERV
where "P" equals a hypothetical initial payment of $1000; "T" equals average
annual total return; "n" equals the number of years; and "ERV" equals the ending
redeemable value at the end of the period of a hypothetical $1000 payment made
at the beginning of the period.
Under the foregoing formula, the time periods used in advertising will
be based on rolling calendar quarters, updated to the last day of the most
recent quarter prior to submission of the advertising for publication. Average
annual total return, or "T" in the above formula, is computed by finding the
average annual compounded rates of return over the period that would equate the
initial amount invested to the ending redeemable value. Average annual total
return assumes the reinvestment of all dividends and distributions.
The average annual total return for the period from March 11, 1997
through August 31, 1997 was 43.82%.
Yield
Annualized yield quotations used in the Fund's advertising and
promotional materials are calculated by dividing the Fund's investment income
for a specified thirty-day period, net of expenses, by the average number of
shares outstanding during the period, and expressing the result as an annualized
percentage (assuming semi-annual compounding) of the net asset value per share
at the end of the period. Yield quotations are calculated according to the
following formula:
6
YIELD = 2 [(a-b + 1) - 1]
--
cd
where "a" equals dividends and interest earned during the period; "b" equals
expenses accrued for the period, net of reimbursements; "c" equals the average
daily number of shares outstanding during the period that are entitled to
receive dividends and "d" equals the maximum offering price per share on the
last day of the period.
Except as noted below, in determining net investment income earned
during the period ("a" in the above formula), the Fund calculates interest
earned on each debt obligation held by it during the period by (1) computing the
obligation's yield to maturity, based on the market value of the obligation
(including actual accrued interest) on the last business day of the period or,
if the obligation was purchased during the period, the purchase price plus
accrued interest; (2) dividing the yield to maturity by 360 and multiplying the
resulting quotient by the market value of the obligation (including actual
accrued interest). Once interest earned is calculated in this fashion for each
debt obligation held by the Fund, net investment income is then determined by
totaling all such interest earned.
For purposes of these calculations, the maturity of an obligation with
one or more call provisions is assumed to be the next date on which the
obligation reasonably can be expected to be called or, if none, the maturity
date.
Other information
Performance data of the Fund quoted in advertising and other
promotional materials represents past performance and is not intended to predict
or indicate future results. The return and principal value of an investment in
the Fund will fluctuate, and an investor's redemption proceeds may be more or
less than the original investment amount. In advertising and promotional
materials the Fund may compare its performance with data published by Lipper
Analytical Services, Inc. ("Lipper") or CDA Investment Technologies, Inc.
("CDA"). The Fund also may refer in such materials to mutual fund performance
rankings and other data, such as comparative asset, expense and fee levels,
published by Lipper or CDA. Advertising and promotional materials also may refer
to discussions of the Fund and comparative mutual fund data and ratings reported
in independent periodicals including, but not limited to, The Wall Street
Journal, Money Magazine, Forbes, Business Week, Financial World and Barron's.
B-11
<PAGE>
GENERAL INFORMATION
The Trust is a newly organized entity and has no prior business
history. The Declaration of Trust permits the Trustees to issue an unlimited
number of full and fractional shares of beneficial interest and to divide or
combine the shares into a greater or lesser number of shares without thereby
changing the proportionate beneficial interest in the Fund. Each share
represents an interest in the Fund proportionately equal to the interest of each
other share. Upon the Trust's liquidation, all shareholders would share pro rata
in the net assets of the Fund available for distribution to shareholders. The
Declaration of Trust does not require the issuance of stock certificates. If
stock certificates are issued, they must be returned by the registered owners
prior to the transfer or redemption of shares represented by such certificates.
If they deem it advisable and in the best interest of shareholders, the
Board of Trustees may create additional series of shares which differ from each
other only as to dividends. The Board of Trustees has created one series of
shares, and may create additional series in the future, which have separate
assets and liabilities. In the event more than one series were created, income
and operating expenses not specifically attributable to a particular Fund would
be allocated fairly among the Funds by the Trustees, generally on the basis of
the relative net assets of each Fund.
Rule 18f-2 under the 1940 Act provides that as to any investment
company which has two or more series outstanding and as to any matter required
to be submitted to shareholder vote, such matter is not deemed to have been
effectively acted upon unless approved by the holders of a "majority" (as
defined in the Rule) of the voting securities of each series affected by the
matter. Such separate voting requirements do not apply to the election of
Trustees or the ratification of the selection of accountants. The Rule contains
special provisions for cases in which an advisory contract is approved by one or
more, but not all, series. A change in investment policy may go into effect as
to one or more series whose holders so approve the change even though the
required vote is not obtained as to the holders of other affected series.
The Trust's custodian, Star Bank, 425 Walnut Street, Cincinnati, Ohio
45202 is responsible for holding the Funds' assets. American Data Services, 24
W. Carver Street, Huntington, NY 11743 acts as the Fund's accounting services
agent. The Trust's independent accountants, McGladrey & Pullen, LLP, 555 Fifth
Avenue, New York, NY 10017, assist in the preparation of certain reports to the
Securities and Exchange Commission and the Fund's tax returns.
Shares of the Fund owned by the Trustees and officers as a group were
less than 1% at October 10, 1997. As of October 10, 1997, the Fund was
controlled by the Corestates Bank N.A. Wiliam N. Lane Trust, the address of
which is 370 Scotch Road, West Trenton, NJ 08628, which owned 58.38% of the
Fund's outstanding shares. The controlling shareholder would be able to control
decisions made by shareholders with respect to matters affecting only the Fund,
such as the Investment Advisor Agreement.
APPENDIX
Description of Ratings
Moody's Investors Service, Inc.: Corporate Bond Ratings
Aaa--Bonds which are rated Aaa are judged to be of the best quality and
carry the smallest degree of investment risk. Interest payments are protected by
a large or by an exceptionally stable margin, and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of such
issues.
Aa---Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long term risks appear somewhat larger than in Aaa securities.
Moody's applies numerical modifiers "1", "2" and "3" to both the Aaa
and Aa rating classifications. The modifier "1" indicates that the security
ranks in the higher end of its generic rating category; the modifier "2"
indicates a mid-range ranking; and the modifier "3" indicates that the issue
ranks in the lower end of its generic rating category.
A--Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.
Baa--Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great period of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
B-12
<PAGE>
Standard & Poor's Corporation: Corporate Bond Ratings
AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.
AA--Bonds rated AA also qualify as high-quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority of
instances they differ from AAA issues only in small degree.
A--Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.
BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.
Commercial Paper Ratings
Moody's commercial paper ratings are assessments of the issuer's
ability to repay punctually promissory obligations. Moody's employs the
following three designations, all judged to be investment grade, to indicate the
relative repayment capacity of rated issuers: Prime 1--highest quality; Prime
2--higher quality; Prime 3--high quality.
A Standard & Poor's commercial paper rating is a current assessment of
the likelihood of timely payment. Ratings are graded into four categories,
ranging from "A" for the highest quality obligations to "D" for the lowest.
Issues assigned the highest rating, A, are regarded as having the
greatest capacity for timely payment. Issues in this category are delineated
with the numbers "1", "2" and "3" to indicate the relative degree of safety. The
designation A-1 indicates that the degree of safety regarding timely payment is
either overwhelming or very strong. A "+" designation is applied to those issues
rated "A-1" which possess extremely strong safety characteristics. Capacity for
timely payment on issues with the designation "A-2" is strong. However, the
relative degree of safety is not as high as for issues designated A-1. Issues
carrying the designation "A-3" have a satisfactory capacity for timely payment.
They are, however, somewhat more vulnerable to the adverse effect of changes in
circumstances than obligations carrying the higher designations.
B-13
<PAGE>
ADVISORS SERIES TRUST
STATEMENTS OF ASSETS AND LIABILITIES
FEBRUARY 25, 1997
<TABLE>
<CAPTION>
American Trust InformationTech
Allegiance Fund 100(R) Fund
--------------- -----------
<S> <C> <C>
Assets
Cash in bank.................................................... $50,000 $50,000
Prepaid registration fees (Note 3).............................. 19,425 17,976
Deferred organization costs (Note 4)............................ 18,500 18,500
------ ------
Total assets................................................ $87,925 $86,476
Liabilities
Payable for registration expenses and organization costs........ $37,925 $36,476
------- -------
Net Assets
Applicable to 7,500 shares of beneficial interest issued
and outstanding; an unlimited number of shares
(par value $.01) authorized..................................... $50,000 $50,000
====== =======
Number of shares outstanding......................................... 5,000 2,500
Net Asset Value (Offering and Redemption Price) per share............ $10.00 $20.00
===== ======
</TABLE>
NOTES TO STATEMENT OF ASSETS AND LIABILITIES
1. American Trust Allegiance Fund and InformationTech 100(R) Fund (each a
"Fund" and collectively the "Funds") are two series of Advisors Series
Trust (the "Trust"), a Delaware business trust organized on October 3, 1996
and registered under the Investment Company Act of 1940 as an open-end
management investment company.
2. The Trust, on behalf of the Funds, has entered into Investment Advisory
Agreements with Bay Isle Financial Corporation and American Trust Company
(the "Advisors"), a Distribution Agreement with First Fund Distributors,
Inc. (the "Distributor") and an Administration Agreement with Investment
Company Administration Corporation (the "Administrator"). (See "Management"
in the Statement of Additional Information.) Certain officers and Trustees
of the Trust are officers and/or directors of the Advisor, the Distributor
and the Administrator.
The Advisors have agreed to waive their fees, and/or reimburse each Fund
for other operating expenses, to the extent necessary to limit each Fund's
total annual operating expenses. American Trust Allegiance Fund will limit
its expenses to 1.45% of the Fund's average net assets annually.
InformationTech 100(R) Fund will limit its expenses to 1.50% of the Fund's
average net assets annually. Any such waivers or reimbursements are subject
to repayment by a Fund in subsequent years, to the extent that a Fund's
operating expenses are then less than the limits just stated.
3. Prepaid registration fees are charged to income as the related shares are
issued.
4. Deferred organization costs will be amortized over a period of sixty months
from the date on which a Fund commences operations. In the event that the
original shares invested in a Fund are redeemed prior to the end of the
amortization period, the proceeds of the redemption payable in respect of
those shares will be reduced by the pro rata share (based on the
proportionate share of the original shares redeemed to the total number of
original shares outstanding at the time of redemption) of the unamortized
deferred organization costs as of the date of that redemption. In the event
a Fund is liquidated prior to the end of the amortization period the
holders of the original shares will bear the unamortized deferred
organization costs.
B-14
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Trustees and Shareholders
Advisors Series Trust
We have audited the accompanying statement of assets and liabilities of American
Trust Allegiance Fund and InformationTech 100 (R) Fund, each a series of
Advisors Series Trust, as of February 25, 1997. These financial statements are
the responsibility of the Trust's management. Our responsibility is to express
an opinion on these financial statements
based on our audit.
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 are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures related to the schedule. 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 provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of American Trust Allegiance Fund
and InformationTech 100(R) Fund as of February 25, 1997, in conformity with
generally accepted accounting principles.
McGladrey & Pullen, LLP
New York, New York
February 25, 1997
B-15
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements:
The following financial statements are included in Part B of
Pre-Effective Amendment No. 2 to the Registration Statement and incorporated
herein by reference:
Statement of Assets and Liabilities, February 25, 1997
Notes to Statement of Assets and Liabilities
The following financial statement is included in the prospectus of the
American Trust Allegiance Fund (Part A of this Amendment):
Financial Highlights
The following financial statements are included in the Semi-Annual
Report to Shareholders of the American Trust Allegiance Fund and incorporated
herein by reference:
Schedule of Investments at August 31, 1997
Statement of Assets and Liabilities at August 31, 1997
Statement of Operations for the Period From March 11, 1997 through
August 31, 1997
Statement of Changes in Net Assets, March 11, 1997 through
August 31, 1997
Notes to Financial Statements
(b) Exhibits:
(1) Agreement and Declaration of Trust (1)
(2) By-Laws (1)
(3) Not applicable
(4) Specimen stock certificates (3)
(5) Form of Investment Advisory Agreement (2)
(6) Distribution Agreement (2)
(7) Not applicable
(8) Custodian Agreement (3)
(9) (1) Administration Agreement with Investment Company
Administration Corporation (2)
(2) Fund Accounting Service Agreement (2)
(3) Transfer Agency and Service Agreement (2)
(10) Opinion and consent of counsel (3)
(11) Consent of Independent Auditors (3)
(12) Not applicable
(13) Investment letters (3)
(14) Individual Retirement Account forms (5)
(15) Distribution Plan (4)
(16) Not applicable
(1) Previously filed with the Registration Statement on Form N-1A(File
No. 333-17391) on December 6, 1996 and incorporated herein by reference.
(2) Previously filed with Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A(File No. 333-17391) on January 29, 1997 and
incorporated herein by reference.
C-1
<PAGE>
(3) Previously filed with Pre-Effective Amendment No. 2 to the
Registration Statement on Form N-1A(File No. 333-17391) on February 28, 1997 and
incorporated herein by reference.
(4) Previously filed with Post-Effective Amendment No. 2 to the
Registration Statement on Form N-1A(File No. 333-17391) on May 1, 1997 and
incorporated herein by reference.
(5) To be filed by amendment.
Item 25. Persons Controlled by or under Common Control with Registrant.
None.
Item 26. Number of Holders of Securities.
As of September 30, 1997, there were 132 holders of shares of
beneficial interest of the American Trust Allegiance Fund series of the
Registrant, 13 holders of shares of the InformationTech 100 Fund series, 182
holders of shares of the Kaminski Poland Fund series and 95 holders of shares of
the Ridgeway-Helms Millenium Fund series.
Item 27. Indemnification.
Article VI of Registrant's By-Laws states as follows:
Section 1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this
Article, "agent" means any person who is or was a Trustee, officer, employee or
other agent of this Trust or is or was serving at the request of this Trust as a
Trustee, director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise or was a
Trustee, director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor of another enterprise at the request of such
predecessor entity; "proceeding" means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative;
and "expenses" includes without limitation attorney's fees and any expenses of
establishing a right to indemnification under this Article.
Section 2. ACTIONS OTHER THAN BY TRUST. This Trust shall indemnify any
person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of this Trust) by reason of
the fact that such person is or was an agent of this Trust, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with such proceeding, if it is determined that person acted in
good faith and reasonably believed:
(a) in the case of conduct in his official capacity as a Trustee
of the Trust, that his conduct was in the Trust's best
interests, and
(b) in all other cases, that his conduct was at least not opposed
to the Trust's best interests, and
(c) in the case of a criminal proceeding, that he had no
reasonable cause to believe the conduct of that person was
unlawful.
The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in the best interests of
C-2
<PAGE>
this Trust or that the person had reasonable cause to believe that the person's
conduct was unlawful.
Section 3. ACTIONS BY THE TRUST. This Trust shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action by or in the right of this Trust to procure a
judgment in its favor by reason of the fact that that person is or was an agent
of this Trust, against expenses actually and reasonably incurred by that person
in connection with the defense or settlement of that action if that person acted
in good faith, in a manner that person believed to be in the best interests of
this Trust and with such care, including reasonable inquiry, as an ordinarily
prudent person in a like position would use under similar circumstances.
Section 4. EXCLUSION OF INDEMNIFICATION. Notwithstanding any provision
to the contrary contained herein, there shall be no right to indemnification for
any liability arising by reason of willful misfeasance, bad faith, gross
negligence, or the reckless disregard of the duties involved in the conduct of
the agent's office with this Trust.
No indemnification shall be made under Sections 2 or 3 of this Article:
(a) In respect of any claim, issue, or matter as to which that
person shall have been adjudged to be liable on the basis that
personal benefit was improperly received by him, whether or
not the benefit resulted from an action taken in the person's
official capacity; or
(b) In respect of any claim, issue or matter as to which that
person shall have been adjudged to be liable in the
performance of that person's duty to this Trust, unless and
only to the extent that the court in which that action was
brought shall determine upon application that in view of all
the circumstances of the case, that person was not liable by
reason of the disabling conduct set forth in the preceding
paragraph and is fairly and reasonably entitled to indemnity
for the expenses which the court shall determine; or
(c) of amounts paid in settling or otherwise disposing of a
threatened or pending action, with or without court approval,
or of expenses incurred in defending a threatened or pending
action which is settled or otherwise disposed of without court
approval, unless the required approval set forth in Section 6
of this Article is obtained.
Section 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of
this Trust has been successful on the merits in defense of any proceeding
referred to in Sections 2 or 3 of this Article or in defense of any claim, issue
or matter therein, before the court or other body before whom the proceeding was
brought, the agent shall be indemnified against expenses actually and reasonably
incurred by the agent in connection therewith, provided that the Board of
Trustees, including a majority who are disinterested, non-party Trustees, also
determines that based upon a review of the facts, the agent was not liable by
reason of the disabling conduct referred to in Section 4 of this Article.
Section 6. REQUIRED APPROVAL. Except as provided in Section 5 of this
Article, any indemnification under this Article shall be made by this Trust only
if authorized in the specific case on a determination that
C-3
<PAGE>
indemnification of the agent is proper in the circumstances because the agent
has met the applicable standard of conduct set forth in Sections 2 or 3 of this
Article and is not prohibited from indemnification because of the disabling
conduct set forth in Section 4 of this Article, by:
(a) A majority vote of a quorum consisting of Trustees who are not
parties to the proceeding and are not interested persons of
the Trust (as defined in the Investment Company Act of 1940);
or
(b) A written opinion by an independent legal counsel.
Section 7. ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by this Trust before the final disposition of the
proceeding upon a written undertaking by or on behalf of the agent, to repay the
amount of the advance if it is ultimately determined that he or she is not
entitled to indemnification, together with at least one of the following as a
condition to the advance: (i)security for the undertaking; or (ii) the existence
of insurance protecting the Trust against losses arising by reason of any lawful
advances; or (iii) a determination by a majority of a quorum of Trustees who are
not parties to the proceeding and are not interested persons of the Trust, or by
an independent legal counsel in a written opinion, based on a review of readily
available facts that there is reason to believe that the agent ultimately will
be found entitled to indemnification. Determinations and authorizations of
payments under this Section must be made in the manner specified in Section 6 of
this Article for determining that the indemnification is permissible.
Section 8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article
shall affect any right to indemnification to which persons other than Trustees
and officers of this Trust or any subsidiary hereof may be entitled by contract
or otherwise.
Section 9. LIMITATIONS. No indemnification or advance shall be made
under this Article, except as provided in Sections 5 or 6 in any circumstances
where it appears:
(a) that it would be inconsistent with a provision of the
Agreement and Declaration of Trust of the Trust, a resolution
of the shareholders, or an agreement in effect at the time of
accrual of the alleged cause of action asserted in the
proceeding in which the expenses were incurred or other
amounts were paid which prohibits or otherwise limits
indemnification; or
(b) that it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
Section 10. INSURANCE. Upon and in the event of a determination by the
Board of Trustees of this Trust to purchase such insurance, this Trust shall
purchase and maintain insurance on behalf of any agent of this Trust against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such, but only to the extent that this Trust would
have the power to indemnify the agent against that liability under the
provisions of this Article and the Agreement and Declaration of Trust of the
Trust.
Section 11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article does not
apply to any proceeding against any Trustee, investment manager or other
fiduciary of an employee benefit plan in that person's capacity as such, even
though that person may also be an agent of this Trust as defined in Section 1
C-4
<PAGE>
of this Article. Nothing contained in this Article shall limit any right to
indemnification to which such a Trustee, investment manager, or other fiduciary
may be entitled by contract or otherwise which shall be enforceable to the
extent permitted by applicable law other than this Article.
Item 28. Business and Other Connections of Investment Adviser.
The information required by this item with respect to American Trust
Company is as follows:
American Trust Company is a trust company chartered under the
laws of the State of New Hampshire. Its President and Director, Paul H.
Collins, is a director of:
MacKenzie-Childs, Ltd.
3260 State Road 90
Aurora, New York 13026
Great Northern Arts
Castle Music, Inc.
World Family Foundation
all with an address at
Gordon Road, Middletown, New York
Robert E. Moses, a Director of American Trust Company, is a director
of:
Mascoma Mutual Hold Corp.
One The Green
Lebanon, NH 03766
Information required by this item is contained in the Form ADV of the
following entities and is incorporated herein by reference:
Name of investment adviser File No.
-------------------------- --------
Avatar Investors Associates Corp. 801-7061
Bay Isle Financial Corporation 801-27563
Chase Investment Counsel Corp. 801-3396
The Edgar Lomax Company 801-19358
Kaminski Asset Management, Inc. 801-53485
Ridgeway Helms Investment Management 801-49884
Rockhaven Asset Management, LLC 801-54084
Van Deventer & Hoch 801-6118
Item 29. Principal Underwriters.
(a) The Registrant's principal underwriter also acts as principal
underwriter for the following investment companies:
Fremont Mutual Funds
Guinness Flight Investment Funds, Inc.
Jurika & Voyles Mutual Funds
Kayne Anderson Mutual Funds
LMH Fund, Inc. Masters' Select Investment Trust
PIC Investment Trust Professionally Managed Portfolios
Rainier Investment Management Mutual Funds
RNC Mutual Fund Group
O'Shaughnessy Funds, Inc.
C-5
<PAGE>
(b) The following information is furnished with respect to the officers
and directors of First Fund Distributors, Inc.:
Position and Offices Position and
Name and Principal with Principal Offices with
Business Address Underwriter Registrant
- ------------------ -------------------- ------------
Robert H. Wadsworth President Vice
4455 E. Camelback Road and Treasurer President
Suite 261E
Phoenix, AZ 85018
Eric M. Banhazl Vice President President,
2025 E. Financial Way Treasurer
Glendora, CA 91741 and Trustee
Steven J. Paggioli Vice President & Vice
479 West 22nd Street Secretary President
New York, New York 10011
(c) Not applicable.
Item 30. Location of Accounts and Records.
The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the rules promulgated thereunder are in the possession of the following persons:
(a) the documents required to be maintained by paragraph (4) of Rule
31a-1(b) will be maintained by the Registrant;
(b) the documents required to be maintained by paragraphs (5), (6),
(10) and (11) of Rule 31a-1(b) will be maintained by the respective investment
advisors:
American Trust Company, One Court Street, Lebanon, NH 03766
Avatar Associates Investment Corp., 900 Third Avenue, New York, NY
10022
Bay Isle Financial Corporation, 160 Sansome Street, San Francisco, CA
94104
Chase Investment Counsel Corp., 300 Preston Avenue, Charlottesville, VA
22902
The Edgar Lomax Company, 6564 Loisdale Court, Springfield, VA 22150
Kaminski Asset Management, Inc., 210 snd Street, North, #050,
Minneapolis, MN 55401
Ridgeway Helms Investment Management, 303 Twin Dolphin Drive, Redwood
Shores, CA 94065
Rockhaven Asset Management, 100 First Avenue, Suite 1050, Pittsburgh, PA
15222
Van Deventer & Hoch, 800 North Bend Boulevard, Glendale, CA 91203
(c) all other documents will be maintained by Registrant's custodian,
Star Bank, 425 Walnut Street, Cincinnati, OH 45202.
Item 31. Management Services.
Not applicable.
C-6
<PAGE>
Item 32. Undertakings.
Registrant hereby undertakes to:
(a) Furnish each person to whom a Prospectus is delivered a copy
of the applicable latest annual report to shareholders, upon
request and without charge.
(b) If requested to do so by the holders of at least 10% of the
Trust's outstanding shares, call a meeting of shareholders for
the purposes of voting upon the question of removal of a
director and assist in communications with other shareholders.
C-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment
to the Registration Statement on Form N-1A of Advisors Series Trust to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of
Phoenix and State of Arizona on the 14th day of October, 1997.
ADVISORS SERIES TRUST
By /s/ Eric M. Banhazl*
-----------------------
Eric M. Banhazl
President
This Amendment to the Registration Statement on Form N-1A of Advisors
Series Trust has been signed below by the following persons in the capacities
indicated on October 14, 1997.
/s/ Eric M. Banhazl* President, Principal Financial
- --------------------------- and Accounting Officer, and Trustee
Eric M. Banhazl
/s/ Walter E. Auch Sr.* Trustee
- ---------------------------
Walter E. Auch, Sr.
/s/ Donald E. O'Connor* Trustee
- ---------------------------
Donald E. O'Connor
/s/ George T. Wofford III* Trustee
- ---------------------------
George T. Wofford III
* /s/ Robert H. Wadsworth
- ---------------------------
By: Robert H. Wadsworth
Attorney in Fact
C-8
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0001027596
<NAME> ADVISORS SERIES TRUST
<SERIES>
<NUMBER> 1
<NAME> AMERICAN TRUST ALLEGIANCE FUND
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-START> MAR-11-1997
<PERIOD-END> AUG-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 3,265,220
<INVESTMENTS-AT-VALUE> 3,634,972
<RECEIVABLES> 10,614
<ASSETS-OTHER> 16,746
<OTHER-ITEMS-ASSETS> 12,056
<TOTAL-ASSETS> 3,674,388
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 15,761
<TOTAL-LIABILITIES> 15,761
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,294,546
<SHARES-COMMON-STOCK> 319,577
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (4,896)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (774)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 369,752
<NET-ASSETS> 3,658,628
<DIVIDEND-INCOME> 10,744
<INTEREST-INCOME> 3,231
<OTHER-INCOME> 0
<EXPENSES-NET> 18,871
<NET-INVESTMENT-INCOME> (4,896)
<REALIZED-GAINS-CURRENT> (774)
<APPREC-INCREASE-CURRENT> 369,752
<NET-CHANGE-FROM-OPS> 364,082
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 322,859
<NUMBER-OF-SHARES-REDEEMED> (3,282)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 3,658,628
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 12,364
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 69,655
<AVERAGE-NET-ASSETS> 2,740,559
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> (.02)
<PER-SHARE-GAIN-APPREC> 1.47
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.45
<EXPENSE-RATIO> 0.015
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
Computation of Performance Quotation
For the period March 11, 1997 through August 31, 1997
P = $1,000
ERV = $1,224
T = 43.82%
