SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
.............................ADVISORS SERIES TRUST..............................
(Name of Registrant as Specified In Its Charter)
................................................................................
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
.......................................................................
2) Aggregate number of securities to which transaction applies:
.......................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11-(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.: Schedule 14A
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3) Filing Party: Registrant
.......................................................................
4) Date Filed: October 6, 1998
.......................................................................
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ADVISORS SERIES TRUST
KAMINSKI POLAND FUND
4455 EAST CAMELBACK ROAD, SUITE 261E
PHOENIX, ARIZONA 85018
Notice of Special Meeting
To Be Held October 29, 1998
To the shareholders of Kaminski Poland Fund (the "Fund"), a series of
Advisors Series Trust (the "Trust"):
Notice is hereby given that a Special Meeting of Shareholders of the
Fund (the "Meeting"), will be held on October 29, 1998, at 10:00 a.m., Mountain
Standard Time, at the offices of the Trust, 4455 East Camelback Road, Suite
261E, Phoenix, Arizona 85018. At the Meeting, you and the other shareholders of
the Fund will be asked to consider and vote:
1. To approve a change in the Fund from a "diversified company" to a
"non-diversified company" under the Investment Company Act of 1940.
2. To transact such other business as may properly come before the Meeting
or any adjournments thereof.
Shareholders of record at the close of business on September 25, 1998
are entitled to notice of, and to vote at, the Meeting. Please read the
accompanying Proxy Statement. Regardless of whether you plan to attend the
Meeting, PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY CARD, IN
THE SELF-ADDRESSED, POSTAGE-PAID ENVELOPE, so that a quorum will be present and
a maximum number of shares may be voted. If you attend the Meeting, you may
change your vote at that time.
By Order of the Board of Trustees
Chris Kissack, Secretary
October 6, 1998
Phoenix, Arizona
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PROXY STATEMENT
This Proxy Statement is furnished by Advisors Series Trust, (the
"Trust") to the shareholders of the Kaminski Poland Fund (the "Fund") on behalf
of the Trust's Board of Trustees in connection with the Fund's solicitation of
voting instructions for use at a Special Meeting of Shareholders of the Fund
(the "Meeting") to be held on October 29, 1998 at 10:00 a.m., Mountain Standard
Time, at the offices of the Trust, 4455 East Camelback Road, Suite 261E,
Phoenix, Arizona 85018 for the purposes set forth below and in the accompanying
Notice of Special Meeting. The mailing date of this Proxy Statement is October
6, 1998. At the Meeting, the shareholders of the Fund will be asked:
1. To vote on a proposal (referred to in this Proxy Statement as the
"Proposal") to approve a change in the Fund from a "diversified
company" to a "non-diversified company" under the Investment Company
Act of 1940 (the "1940 Act").
2. To transact such other business as may properly come before the Meeting
or any adjournments thereof.
Any voting instructions given to the Fund may be revoked at any time
before the Meeting by notifying the Secretary of the Trust.
The Trust will request broker-dealer firms, custodians, nominees and
fiduciaries to forward proxy materials to the beneficial owners of the shares of
the Fund held of record by such persons. The Kaminski Poland Fund may reimburse
such broker-dealer firms, custodians, nominees and fiduciaries for their
reasonable expenses incurred in connection with such proxy solicitation. In
addition to the solicitation of proxies by mail, officers and employees of the
Trust, without additional compensation, may solicit proxies in person or by
telephone. The costs associated with such solicitation and the Meeting will be
borne by the Fund and not the Trust.
If sufficient votes are not received by the date of the Meeting, a
person named as proxy may propose one or more adjournments of the Meeting for a
period or periods not more than 120 days in the aggregate to permit further
solicitation of proxies. The persons named as proxies will vote all proxies in
favor of adjournment that voted in favor of the Proposal (or abstained) and vote
against adjournment all proxies that voted against the Proposal.
Shareholders of the Fund at the close of business on September 25, 1998
will be entitled to be present and vote at the Meeting. As of that date, there
were 181,134.872 shares of The Kaminski Fund outstanding and entitled to vote,
representing total net assets of approximately $1,123,631.
To the knowledge of the Trust's management, at the close of business on
September 25, 1998 the Officers and Trustees of the Trust owned, as a group,
less than 1% of the shares of the Fund.
To the knowledge of the Trust's management, at the close of business on
September 25, 1998, the only persons owning beneficially more than 5% of the
outstanding shares of the Fund were as follows:
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NAME AND ADDRESS SHARES HELD AND PERCENT OF FUND
---------------- -------------------------------
Donald V. Mager 10,070.493 shares/5.461%
Shirley M. Mager, Jt. Tent.
2111 Delaware Avenue
St. Paul, MN 55118
The Fund's investment advisor is Kaminski Asset Management, Inc., (the
"Advisor"), 319 1st Avenue, Suite 400, Minneapolis, Minnesota 55401. The Fund's
distributor is First Fund Distributors, Inc., 4455 East Camelback Road, Suite
261E, Phoenix, Arizona 85018. The Fund's Transfer Agent is American Data
Services, Inc., 150 Motor Parkway, Suite 109, Hauppauge, New York 11788.
The persons named in the accompanying proxy will vote in each case as
directed in the proxy, but in the absence of such direction, they intend to vote
FOR the Proposal and may vote in their discretion with respect to other matters
not now known to the Board of Trustees that may be presented to the Meeting.
PROPOSAL:
APPROVAL OR DISAPPROVAL OF A
CHANGE TO A NON-DIVERSIFIED INVESTMENT COMPANY
UNDER THE INVESTMENT COMPANY ACT OF 1940
The Fund currently has adopted the subclassification of a "diversified
company" under the the 1940 Act. Under the 1940 Act, a "diversified company"
means an investment company which meets the following requirements: at least 75%
of the value of its total assets are diversified among various issuers such
that, with respect to that 75%, no more than 5% of the value of its total assets
is invested in any one issuer and the company does not own more than 10% of the
outstanding voting securities of any issuer. As a "diversified company," the
Fund may invest the remaining 25% of its assets in any manner it wishes
consistent with other requirements of the 1940 Act.
The Fund is proposing to change its subclassification under the 1940
Act from a "diversified company" to a "non-diversified company." If the Proposal
is approved, the Fund would not be subject to the diversification requirements
stated above, but nevertheless intends to comply with the diversification
standards applicable to regulated investment companies under the Internal
Revenue Code of 1986, (the "Code"). The Code requires that, as of the last day
of each fiscal quarter, the Fund diversify at least 50% of the value of its
total assets so that, with respect to that 50%, no more than 5% of the value of
its total assets is invested in any one issuer and the Fund does not own more
than 10% of the outstanding voting securities of any issuer. The diversification
requirements of the Code further provide that with respect to the remainder of
the Fund's total assets (up to 50%), no more than 25% of its total assets may be
invested in a single issuer. Thus, even as a "non-diversified company" under the
1940 Act, the Fund is required by the Code to diversify its investments, but
will be required to so in a less diversified fashion.
<PAGE>
In other words, currently the Fund can only invest 25% of its assets in
common stock holdings exceeding 5% of its total assets. If the Proposal is
approved, the Fund would be allowed to invest up to 50% of its total assets in
common stock holdings exceeding 5% of its total assets and would be permitted to
invest in as few as thirteen (13) common stock holdings, with the possibility
that two (2) of the these thirteen (13) holdings may each represent as much as
25% of the Fund's total assets as of the end of any quarter.
To the extent that the Fund operates as a "non-diversified company,"
such a heavy concentration in a smaller number of issuers may make the Fund's
net asset value extremely volatile and, if economic downturns or other events
occur that adversely affect one or more of the issuers the Fund invests in, such
events' impact on the Fund will be more magnified than if the Fund did not have
such a narrow concentration in a small number of issuers.
While investing in fewer issuers would reduce diversification and
increase risks, it would allow the Fund portfolio to better reflect the
securities market in Poland, in that a relatively small number of issuers
account for a substantial part of the total capitalization of the Polish
securities market. For example, the largest 15 issuers in the Warsaw Stock
Exchange Index (the "WIG" or the "Index"), the widely followed stock index of
the 99 largest Polish companies (by market capitalization and stock exchange
turnover), account for approximately 65% of the total capitalization of the
Index.
The Advisor believes that it will be able to manage the Fund more
effectively as a "non-diversified company" for the following reasons: (1) it
will allow the Advisor to structure the Fund to take into account the heavy
concentration of capitalization, as a percentage of the total market
capitalization of the securities market in Poland, in a relatively small number
of Polish companies; (2) the Advisor can more effectively attempt to maximize
returns by investing more of its assets in issuers whose investment potentials
it believes are especially attractive; and (3) the Advisor will be able to avoid
a constraint and a potential impediment to performance which now exists because
the Advisor cannot invest as much of the Fund's total assets as it would like to
individual issuers that it believes will generate superior performance.
INFORMATION REGARDING THE ADVISOR
The Advisor is Kaminski Asset Management, Inc., 319 1st Avenue, Suite
400, Minneapolis, Minnesota 55401. The Advisor's sole executive officer and
director is M.G. Kaminski, whose address, as it relates to his duties at the
Advisor, is the same as that of the Advisor.
TRUSTEES' CONSIDERATION
A change of the Fund to a non-diversified investment company under the
1940 Act was approved by the Board of Trustees of the Trust, including a
majority of the non-interested Trustees, at the regular meeting of the Board of
Trustees on September 14, 1998.
The Board of Trustees of the Trust was presented with information
demonstrating the benefits of a change in the Fund from a "diversified company"
to a "non-diversified company" under the Investment Company Act. In considering
the change, the Trustees evaluated the experience of the Advisor with respect to
non-diversified portfolio management. The Trustees were asked to give
<PAGE>
consideration to all factors deemed to be relevant to the Fund, including, but
not limited to the following: (1) the small number of issuers in the Polish
securities market; (2) the experience of the Advisor as it pertains to
non-diversified portfolio management; (3) the performance of the Fund since
commencement of operations; (4) the risks associated with a non-diversified
portfolio, as well as the potential rewards; and (5) other factors deemed
relevant.
THE BOARD OF TRUSTEES OF THE TRUST HAS APPROVED
THE SUBMISSION OF A CHANGE TO A NON-DIVERSIFIED INVESTMENT COMPANY
UNDER THE 1940 ACT
TO SHAREHOLDERS FOR APPROVAL
ADDITIONAL INFORMATION ON THE TRUST
The following is a listing of the executive officers and Trustees of
the Trust, their positions with the Trust. None of the executive officers or
Trustees holds any position with the Advisor.
OFFICERS TITLE
- -------- -----
Eric Banhazl President and Treasurer
Steven Paggioli Vice President and Assistant Secretary
Robert Wadsworth Vice President and Assistant Secretary
Chris Kissack Secretary
TRUSTEES
- --------
Walter E. Auch
Eric M. Banhazl
Donald E. O'Connor
George T. Wofford, III
GENERAL INFORMATION
OTHER MATTERS TO COME BEFORE THE MEETING
The Trust's management does not know of any matters to be presented at
the Meeting other than those described in this Proxy Statement. If other
business should properly come before the Meeting, the proxy holders will vote
thereon in accordance with their best judgment.
SHAREHOLDER APPROVAL
Along with the approval of the Board of Trustees of the Trust, the
affirmative vote of the holders of a majority of the outstanding shares of the
Fund is required to change the Fund to a non-diversified investment company
under the 1940 Act. A "majority" for this purpose under the 1940 Act means the
lesser of (i) 67% of the shares represented at the meeting if more than 50% of
the outstanding shares is represented, or (ii) shares representing more than 50%
of the outstanding shares. Abstentions will count as votes present at the
Meeting for quorum purposes.
All properly executed proxies received prior to the Meeting will be
voted at the Meeting in accordance with the instructions marked thereon. Proxies
received prior to the Meeting on which no vote is indicated will be voted "for"
the Proposal. Abstentions do not constitute votes "for" the Proposal and are
treated as votes "against" the Proposal. "Broker non-votes" are proxies from
<PAGE>
brokers or nominees indicating that those persons have not received instructions
from the beneficial owner or other person entitled to vote shares on a
particular matter with respect to which the brokers or nominees do not have
discretionary power. Broker non-votes do not constitute votes "for" or "against"
the Proposal and are disregarded in determining the "votes cast" when the voting
requirement for the Proposal is based in achieving a percentage of the
outstanding shares entitled to vote at the Meeting. Broker non-votes do not
constitute votes "for" and are treated as votes "against" when the voting
requirement for the Proposal is based on achieving a percentage of the
outstanding shares entitled to vote. A quorum to conduct business at the Meeting
consists of 40% of the outstanding shares entitled to vote on the Proposal
present in person or by proxy. Broker non-votes and abstentions will count as
votes present at the Meeting for quorum purposes.
SHAREHOLDER PROPOSALS
The Meeting is a special meeting of shareholders. The Trust is not
required to, nor does it intend to, hold regular annual meetings of its
shareholders. If such a meeting is called, any shareholder who wishes to submit
a proposal for consideration at the meeting should submit the proposal promptly
to the Trust. Any proposal to be considered for submission to shareholders must
comply with Rule 14a-8 under the Securities Exchange Act of 1934.
REPORTS TO SHAREHOLDERS
The Trust will furnish, without charge, a copy of the most recent
Annual Report to Shareholders of the Fund on request. Requests for such reports
should be directed to the Fund's shareholder servicing agent, American Data
Services, 150 Motor Parkway, Suite 109, Hauppauge, New York 11788.
IN ORDER THAT THE PRESENCE OF A QUORUM AT THE MEETING MAY BE ASSURED, PROMPT
EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED. A SELF-ADDRESSED,
POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
Advisors Series Trust
Chris Kissack, Secretary
Phoenix, Arizona
October 6, 1998
<PAGE>
PROXY
KAMINSKI POLAND FUND
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 29, 1998
SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES OF
ADVISORS SERIES TRUST
The undersigned hereby appoints Robert H. Wadsworth and Eric Banhazl,
and each of them, as proxies of the undersigned, each with the power to appoint
his substitute, for the Special Meeting of Shareholders of Kaminski Poland Fund
(the "Fund"), a series of Advisors Series Trust (the "Trust"), to be held on
October 29, 1998 at the offices of Trust, 4455 East Camelback Road, Suite 261E,
Phoenix, Arizona 85018, or at any and all adjournments thereof (the "Meeting"),
to vote, as designated below, all shares of the Fund held by the undersigned at
the close of business on September 25, 1998. Capitalized terms used without
definition have the meanings given to them in the accompanying Proxy Statement.
A SIGNED PROXY WILL BE VOTED IN FAVOR OF THE PROPOSAL LISTED BELOW UNLESS YOU
HAVE SPECIFIED OTHERWISE. PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY. YOU
MAY VOTE ONLY IF YOU HELD SHARES IN THE FUND AT THE CLOSE OF BUSINESS ON
SEPTEMBER 25, 1998. YOUR SIGNATURE AUTHORIZES THE PROXIES TO VOTE IN THEIR
DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING,
INCLUDING WITHOUT LIMITATION ALL MATTERS INCIDENT TO THE CONDUCT OF THE MEETING.
Approval of a change in the Fund from a "Diversified Company" to a
"Non-Diversified Company" under the Investment Company Act of 1940:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Dated: , 1998
---------------
- ----------------------------------- -----------------------------------
Signature Signature (if held jointly)
- ----------------------------------- -----------------------------------
Title (if applicable) Title (if applicable)
Please sign exactly as name or names appear on your shareholder account
statement. When signing as attorney, trustee, executor, administrator,
custodian, guardian or corporate officer, please give full title. If shares are
held jointly, each shareholder should sign.
