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. 13 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [ ]
Amendment No. 14 [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)
[x] immediately upon filing pursuant to paragraph (b)
[_] on (date) 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 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...................... 3
Schedule of Investments................... 4
Investment Objective and Policies......... 8
Management of the Fund.................... 10
Investor Guide............................ 11
Services Available to Shareholders........ 14
How to Redeem Your Shares................. 14
Distributions and Taxes................... 17
General Information....................... 18
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
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.
3
<PAGE>
Schedule Of Investments
at September 30, 1997 (Unaudited)
----------------------------------------------------------
Shares COMMON STOCKS: 96.29% Market Value
----------------------------------------------------------
Airlines: 0.62%
800 Southwest Airlines $ 25,550
--------
Banks -
Major Regional: 9.49%
1,350 Fifth Third Bancorp 88,256
1,800 Mellon Bank 98,550
1,400 Northern Trust Corp. 82,775
2,000 State Street Corp. 121,875
--------
391,456
--------
Communication -
Equipment: 2.57%
1,300 Lucent Technologies 105,788
--------
Computer Hardware: 2.37%
1,300 Compaq Computer Corp.* 97,175
--------
Computers -
Networking: 2.30%
1,300 Cisco Systems, Inc.* 94,981
--------
Computer Software /
Services: 9.94%
1,150 Computer Assoc. Int'l, Inc. 82,584
1,150 Computer Sci. Corp.* 81,362
600 Microsoft Corp.* 79,388
2,600 Oracle Corp.* 94,737
1,200 Peoplesoft, Inc.* 71,700
--------
409,771
--------
Electrical Equipment: 6.01%
1,600 Emerson Electric Co. 92,200
2,400 Molex, Inc. 106,500
1,100 Solectron Corp. 48,950
--------
247,650
--------
Electronics -
Semiconductor: 1.79%
800 Intel Corp. 73,850
--------
4
<PAGE>
Schedule Of Investments
at September 30, 1997 (Unaudited), Continued
----------------------------------------------------------
Shares Market Value
----------------------------------------------------------
Entertainment: 1.96%
1,000 Walt Disney Company $ 80,625
--------
Financial (Diverse): 3.96%
1,350 Federal National Mortgage 63,450
2,550 SunAmerica, Inc. 99,928
--------
163,378
--------
Foods: 4.38%
1,800 Campbell Soup Co. 88,200
1,400 Conagra, Inc. 92,400
--------
180,600
--------
Insurance - Brokers: 2.14%
1,150 Marsh & McLennan, Inc. 88,119
--------
Insurance - Multiline: 2.25%
900 American Int'l Group 92,869
--------
Investment Bank /
Brokerage: 4.50%
1,200 Franklin Resources 111,750
1,100 T. Rowe Price Associates 73,975
--------
185,725
--------
Manufacture - Diverse: 4.39%
2,200 Allied Signal, Inc. 93,500
1,750 Illinois Tool Works 87,500
--------
181,000
--------
Manufacture - Special: 3.82%
1,700 Diebold 80,538
1,400 Sealed Air Corp.* 76,912
--------
157,450
--------
Oil & Gas - Drilling &
Equipment: 7.90%
2,150 Haliburton Co. 111,800
1,600 Schlumberger Ltd. 134,700
900 Western Atlas, Inc.* 79,200
--------
325,700
--------
5
<PAGE>
Schedule Of Investments
at September 30, 1997 (Unaudited), Continued
----------------------------------------------------------
Shares Market Value
----------------------------------------------------------
Oil - International: 2.69%
2,000 Royal Dutch Petroleum $ 111,000
---------
Personal Care: 2.09%
1,000 Gillette Co. 86,312
---------
Retail - Specialty: 4.06%
3,400 Barnes & Noble, Inc.* 96,050
2,600 Borders Group, Inc.* 71,500
---------
167,550
---------
Services - Commercial &
Consumer: 1.97%
1,100 Cintas Corp. 81,125
---------
Services - Computer
Systems: 1.41%
2,400 Sungard Data Systems, Inc.* 58,200
---------
Services -
Dataprocessing: 5.88%
1,700 Automatic Data Proc. 85,000
2,200 First Data Corp. 82,638
2,150 Paychex, Inc. 74,981
---------
242,619
---------
Telecommunication -
Long Distance: 2.23%
2,600 Worldcom, Inc.* 91,975
---------
Telephone: 1.49%
1,000 SBC Communications 61,375
---------
Textiles - Apparel: 4.08%
1,500 Jones Apparel GP, Inc.* 81,000
1,750 Tommy Hilfiger Corp.* 87,391
---------
168,391
---------
Total Common Stocks
(cost $3,350,211) 3,970,234
---------
6
<PAGE>
Schedule Of Investments
at September 30, 1997 (Unaudited), Continued
----------------------------------------------------------
Principal
Amount SHORT-TERM INVESTMENTS Market Value
----------------------------------------------------------
$197,836 Star Treasury Fund: $ 197,836
----------
Star Bank Repurchase
Agreement, 5.20%, dated
9/30/1997, due 10/02/1997,
collateralized by $55,000
GNMA, due 2/20/1997
(proceeds $53,023)(cost $53,000) 53,000
----------
Total Short-Term
Investments: 6.08% $ 250,836
==========
Total Investments in
Securities
(cost $3,601,046): 102.37% 4,221,070
Other Assets
Less Liabilities: (2.37%) (97,988)
-----------
Total Net Assets: 100.0% $ 4,123,082
===========
*Non-income producing security
7
<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
8
<PAGE>
environments small capitalization stocks may 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.
9
<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 $145 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
10
<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.
11
<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.
12
<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.
13
<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.
14
<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, Suite 109
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
15
<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
16
<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.
17
<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
18
<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.
19
<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, Suite 109
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 of this Amendment (the Statement of Additional Information) is included
in Post-Effective Amendment No. 9 to the Registration Statement filed on October
14, 1997 and is incorporated herein by reference.
<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
Schedule of Investments at August 31, 1997
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
Statementof Assets and Liabilities at August 31, 1997
Statementof Operations for the Period From March 11, 1997 through
August 31, 1997
Statementof 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) Computation of Performance
(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
C-1
<PAGE>
and incorporated herein by reference.
(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
C-2
<PAGE>
manner which the person reasonably believed to be in the best interests of 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
C-3
<PAGE>
only if authorized in the specific case on a determination that 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
C-4
<PAGE>
though that person may also be an agent of this Trust as defined in Section 1 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
Al Frank Asset Management, Inc. 801-30528
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
C-5
<PAGE>
RNC Mutual Fund Group
O'Shaughnessy Funds, Inc.
(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:
Al Frank Asset Management, Inc. 465 Forest Avenue, Laguna Beach, CA
92651
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.
C-6
<PAGE>
Item 31. Management Services.
Not applicable.
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 30th 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 30, 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> 1027596
<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%
