ADVISORS SERIES TRUST
497, 1998-11-13
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                      Liberty Freedom Fund - Class I Shares
                               4101 Pauger Street
                          New Orleans, Louisiana 70122
                         Fund Literature: (800) 645-1704
                      Shareholder Services: (888) 229-2105

                                   PROSPECTUS

     The Liberty  Freedom Fund (the "Fund") is a mutual fund with the investment
objective of growth of capital and a secondary  objective  of providing  income.
The Fund attempts to achieve its  objectives by investing in equity  securities.
See  "Investment  Objectives and  Policies."  There can be no assurance that the
Fund will achieve its investment objectives.

     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  (the "SAI") dated June 29, 1998 has been
filed with the Securities and Exchange  Commission and is incorporated herein by
reference.  This SAI is available without charge upon request to the Fund at the
address given above.  The SEC  maintains an internet  site  (http://www.sec.gov)
that  contains the SAI,  other  material  incorporated  by  reference  and other
information about companies that file electronically with the SEC.



                                Table of Contents

            Expense Table.......................................      4
            Investment Objective and Policies...................      4
            Management of the Fund..............................      5
            Investor Guide......................................      8
            Services Available to Shareholders..................     10
            How to Redeem Your Shares...........................     10
            Distributions and Taxes.............................     12
            General Information.................................     12




THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE SECURITIES AND EXCHANGE  COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.


                                  June 29, 1998
<PAGE>

                                  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.............................................      0.85%
Other Expenses (net of fee waivers and expense reimbursements) (1)...      0.45%
- --------------------------------------------------------------------------------
Total Fund Operating Expenses (2) ...................................      1.30%
================================================================================

(1) Other Expenses are estimated for the first fiscal year of the Fund.

(2) Total  Operating  Expenses  are not  expected to exceed 1.30% of average net
assets annually, but in the event that they do, the Manager and Sub-Advisor have
agreed to reduce  their fees and/or pay  expenses of the Fund to insure that the
Fund's  expenses will not exceed 1.30%.  If the Manager and  Sub-Advisor did not
limit the Fund's  expenses,  it is expected  that "Other  Expenses" in the above
table  would be 1.00% and  "Total  Operating  Expenses"  would be 1.85%.  If the
Manager and Sub-Advisor waive fees or pay Fund expenses,  the Fund may reimburse
them within the following three years. See "Management of the Fund."

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.

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
              $13                  $41

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 $250,000 with subsequent  minimum
investments  of  $25,000 or more.  Shares  will be  redeemed  at their net asset
value.

                       Investment Objectives and Policies

What are the Fund's investment objectives?

The  investment  objective  of the Fund is to seek  growth  of  capital,  with a
secondary objective of providing income. There can be no assurance that the Fund
will achieve its objectives.

How does the Fund seek to achieve its objectives?

The Fund's  Manager,  Liberty Bank and Trust Company,  has  contracted  with The
Edgar Lomax Company to provide day to day investment decisions for the Fund. The
Edgar Lomax Company (the  "Sub-Advisor")  uses a disciplined  approach to select
equity  securities for the Fund's  portfolio  that it believes are  undervalued,
reasonably  priced and have  prospects  for  continued  consistent  growth.  The
Sub-Advisor uses fundamental  analysis of financial  statements to select stocks
of issuers which have low price/earnings and price/book ratios as well as strong
balance sheet ratios and high and/or stable dividend yields.

                                       4
<PAGE>

The Fund will invest primarily in large,  well-recognized companies.  Currently,
the Manager and Sub-Advisor  expect the Fund's portfolio to hold at least 20% of
the stocks comprising the Standard & Poor's 500 Index, a capitalization-weighted
index of 500 stocks from a broad range of  industries.  It is not expected  that
the Fund's annual turnover rate will exceed 50%.

There is, of course,  no assurance that the Fund's  objectives 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 equity  securities,  consisting of common stocks and securities having
the characteristics of common stocks, such as convertible securities, rights and
warrants.  If 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 SAI. 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 a diversified fund.

                             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 Manager

The Manager, Liberty Bank and Trust Company ("Liberty"), 4101 Pauger Street, New
Orleans, Louisiana 70122, (a subsidiary of Liberty Financial Services, Inc.) has
provided  banking  services to the greater  New  Orleans  community  since 1972.
Liberty's  assets have grown to over $150 million and has risen to become one of
the top ten  African  American  owned  banks in the United  States.  Liberty has
overall  responsibility  for the assets under management and will be responsible
for monitoring the day-to-day activity of the Sub-Advisor. Liberty together with
the  Sub-Advisor is responsible  for  formulating  and  implementing  the Fund's
investments.   Liberty   furnishes  the  Fund  with  office  space  and  certain
administrative  services, and provides most of the personnel needed by the Fund.
Each portfolio pays the Manager a monthly fee pursuant to an investment advisory
agreement. As compensation for the services it receives, the Fund pays Liberty a
monthly  management  fee based upon the average  daily net assets of the Fund at
the annual rate of 0.25%.

The Sub-Advisor

The Fund's Sub-Advisor, The Edgar Lomax Company, 6564 Loisdale Court, Suite 310,
Springfield,   Virginia  22150,  has  provided  asset  management   services  to
individuals  and  institutional   investors  since  1986.  Randall  R.  Eley  is
principally  responsible  for the management of the Fund's  portfolio.  Mr. Eley
(who controls the Sub-Advisor) is the President and Chief Investment  Officer of
the Sub-Advisor and has been active in the investment field professionally since
the firm was founded.

                                       5
<PAGE>

The Sub-Advisor  provides the Fund with advice on buying and selling securities,
manages  the  investments  of the  Fund.  As  compensation,  the  Fund  pays the
Sub-Advisor a monthly  management fee based upon the average daily net assets of
the Fund at the annual rate of 0.60%.

Prior Performance of the Sub-Advisor

The  following  table sets forth  composite  performance  data  relating  to the
historical  performance  of private  accounts,  each of which,  as of January 1,
1994,  exceeds $1 million in market value,  managed by the  Sub-Advisor  for the
periods indicated,  that have investment  objectives,  policies,  strategies and
risks  substantially  similar  to those of the  Fund.  The data is  provided  to
illustrate  the past  performance of the  Sub-Advisor in managing  substantially
similar  accounts as measured  against a market index and does not represent the
performance  of the Fund.  You should not consider this  performance  data as an
indication of future  performance of the Fund or of the Sub-Advisor.  A complete
list and description of the Sub-Advisor's  composites is available by request to
the Sub-Advisor.

The composite  performance  data shown below were  calculated in accordance with
recommended  standards of the Association for Investment Management and Research
(AIMR*),  retroactively  applied to all time periods. All returns presented were
calculated  on a total  return  basis and include all  dividends  and  interest,
accrued income and realized and unrealized gains and losses. All returns reflect
the deduction of investment advisory fees,  brokerage  commissions and execution
costs paid by private accounts of the Sub-Advisor  without provision for federal
or state income taxes.  Custodial  fees, if any, were  generally not included in
the calculation.  The Sub-Advisor's  composite includes all actual,  fee-paying,
discretionary  private  accounts  with  assets in excess of $1 million  (minimum
account size  required as of January 1, 1994)  managed by the  Sub-Advisor  that
have investment objectives, policies, strategies and risks substantially similar
to those of the Fund.  Securities  transactions  are  accounted for on the trade
date and  accrual  accounting  is used.  Cash and  equivalents  are  included in
performance returns. The monthly returns of the Sub-Advisor's  composite combine
the individual  accounts' returns  (calculated on a time-weighted rate of return
that is revalued  whenever cash flows exceed 10% of an account's  current value)
by asset-weighting  each individual account's asset value as of the beginning of
the month.  Quarterly and yearly returns are calculated by geometrically linking
the monthly and quarterly returns, respectively.

The private  accounts that are included in the  Sub-Advisor's  composite are not
subject to the same types of  expenses  to which the Fund is subject  nor to the
diversification   requirements,   specific  tax   restrictions   and  investment
limitations  imposed on the Fund by the  Investment  Company Act or the Internal
Revenue  Code.  Consequently,  the  performance  results  for the  Sub-Advisor's
composite could have been adversely affected if the private accounts included in
the  composite  had been  regulated as investment  companies.  In addition,  the
operating  expenses  incurred  by the  private  accounts  were  lower  than  the
anticipated  operating expenses of the Fund, and,  accordingly,  the performance
results of the composite are greater than what Fund performance would have been.

The investment results of the Sub-Advisor's  composite presented below have been
reviewed  and verified  (for an AIMR Level II  examination)  by the  independent
auditing  firm,  Deloitte  & Touche  LLP,  to be  computed  in  accordance  with
Performance  Presentation  Standards of AIMR, but these results are not intended
to predict or suggest the returns  that might be  experienced  by the Fund or an
individual  investing in the Fund.  The most recent  report of Deloitte & Touche
LLP,  detailing specific  characteristics  of the composite (e.g.  dispersion of
returns)  is  available  upon  request.   The  methodology   used  to  calculate
performance  conforming to AIMR  standards is different from that used by mutual
funds.  Investors  should also be aware that the use of a methodology  different
from  that  used  below to  calculate  performance  could  result  in  different
performance  data.  

                                       6
<PAGE>

<TABLE>
Total  Returns:  Years  Ended,  December  31 
                                                                                                            Oct. 1, 1990 to
                   Annualized   Cumulative   1997      1996      1995     1994      1993    1992      1991   Dec. 31, 1990
                  -----------   ----------   ----      ----      ----    -----      ----   ------    -----  ---------------   
<S>                  <C>          <C>       <C>       <C>       <C>      <C>      <C>      <C>      <C>         <C>  
Sub-Advisors         21.09%       300.42%   24.18%    22.04%    45.75%   3.38%    25.02%   6.35%    27.75%      3.25%
Composite

S&P 500**            20.42%       284.69%   33.34%    22.99%    37.53%   1.30%    10.06%   7.62%    30.45%      8.96%

Number of Portfolios                        28        15          9        4        3        3         2          1
End of Period

Composite Assets                         $641,151  $388,556   $187,712  $43,638   $607     $533      $361        $95
End of Period (Thousands)

Percentage of Total Assets                  90%       96%        97%      82%      1%       4%        12%        5%
Represented by the Composites

Standard Deviation                         0.27%     0.51%      0.85%    0.45%    0.26%    0.56%     - 0 -       N/A
of Returns
</TABLE>

*AIMR is a  non-profit  membership  and  education  organization  with more than
60,000  members  worldwide  that,  among other things,  has  formulated a set of
performance   presentation   standards  for  investment  advisors.   These  AIMR
performance  presentation  standards  are  intended to (i) promote full and fair
presentations  by investment  advisors of their  performance  results,  and (ii)
ensure  uniformity  in  reporting  so that  performance  results  of  investment
advisors are directly comparable.

**The Standard & Poor's 500 Composite  Stock Price Index,  known as the S&P 500,
is an unmanaged market value-weighted index consisting of representative samples
of stocks within important industry groups within the U.S. economy.  It includes
dividends and distributions, but does not reflect fees, brokerage commissions or
other expenses of investing.  It has been taken from  published  sources and has
not been examined by Deloitte & Touche LLP.

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 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% of  average  total net  assets,  subject  to a
$30,000 annual minimum.

Other operating expenses

The Fund is responsible for its own operating  expenses.  The Advisor has agreed
to reduce fees payable to it by the Fund and to pay Fund  operating  expenses to
the extent necessary to limit the Fund's aggregate annual operating  expenses to
the  limit  set  forth  in the  Expense  Table  (the  "expense  cap").  Any such
reductions  made by the Advisor in its fees or payment of expenses which are the
Fund's obligation are subject to reimbursement by the Fund to the Advisor, if so
requested  by the  Advisor,  in the  first,  second  or third  fiscal  year next
succeeding  the fiscal year of the  reduction  or  absorption  if the  aggregate
amount  actually paid by the Fund toward the operating  expenses for such fiscal
year  (taking  into account the  reimbursement)  does not exceed the  applicable
limitation on Fund expenses.  With respect to the  reimbursement of a particular
fee reduction or expense  payment,  a reimbursement  to the Advisor is permitted
only  within  the three  year  period  following  the year in which the  Advisor
reduced the subject fee or paid the subject expense.  Any such  reimbursement is
also  contingent  upon Board of  Trustees  review and  approval  at the time the
reimbursement  is made.  Such  reimbursement  may be paid  prior  to the  Fund's
payment of current expenses if so requested by the Advisor even if that practice
may require the Advisor to waive, reduce or absorb current Fund expenses.

                                       7


<PAGE>

Brokerage Transactions

The Manager and  Sub-Advisor  consider 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 SAI, the factors  include,  but are not limited to,
the  reasonableness of commissions,  quality of services and execution,  and the
availability of research which the  Sub-Advisor  may lawfully and  appropriately
use in its investment  advisory  capacities.  Provided the Fund receives  prompt
execution at competitive  prices, the sale of Fund shares also may be considered
as a factor in selecting broker-dealers for the Fund's portfolio transactions.

                                 Investor Guide

How to purchase shares of the Fund

There are several  ways to purchase  shares of the Fund.  An  Application  Form,
which  accompanies  this  Prospectus,  is used if you send money directly to the
Fund by mail or by wire. If you have questions about how to invest, or about how
to complete the Application Form, please call an account representative at (888)
229-2105.

Class I shares are offered at net asset value without a sales charge. First Fund
Distributors,  Inc., 4455 E. Camelback Road, Suite 261E, Phoenix, AZ 85018, (the
"Distributor"),  acts as  Distributor  and may,  at its  discretion,  waive  the
minimum investment requirements.  The Fund also offers Class A shares. The other
Class has a sales charge and other expenses which may result in performance  for
that Class which is different from that of Class I shares.

Purchase Order Placed with Investment Dealers

Dealers who have a sales  agreement  with the  Distributor  may place orders for
shares of the Fund on behalf of clients at the  offering  price next  determined
after receipt of the client's order by calling the Distributor.  If the order is
placed by the client with the dealer by 4:00 p.m.  Eastern time and forwarded to
the Transfer Agent any day that the New York Stock Exchange is open for trading,
it will be confirmed at the applicable offering price on that day. The dealer is
responsible  for  placing  orders  promptly  with  the  Transfer  Agent  and for
forwarding payment promptly.

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 Liberty  Freedom  Fund) to the Fund's  Shareholder
Servicing Agent, American Data Services, Inc. at the following address:

Liberty Freedom Fund
P.O. Box 641265
Cincinnati, OH 45264-1265

If you wish to send your  Application  Form and check via an overnight  delivery
services (such as Fed Ex), delivery cannot be made to a post office box. In that
case, you should use the following address:

                                       8


<PAGE>

Liberty Freedom Fund
c/o Star Bank, N.A.
Mutual Fund Custody Department
425 Walnut Street, M/L 6118,
Sixth Floor
Cincinnati, OH 45202

You may wire money to the Fund

Before sending a wire,  you should call the Fund at (888) 229-2105  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 Liberty Freedom Fund
DDA # 488920679
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 $250,000.  The minimum subsequent
investment is $25,000.

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
(888)229-2105.  You may also make  additional  purchases  through an  investment
dealer, as described above.

When is money invested in the Fund?

Any money received for investment in the Fund from an investor,  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).  Orders  received from dealers are invested at
the net asset value next calculated  after the order is received.  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 for the Class I shares 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.

                                       9
<PAGE>

Other information

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 a check used to make an  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.  The Fund,  under  certain
circumstances,  may accept investments of securities  appropriate for the Fund's
portfolio, in lieu of cash. Prior to making such a purchase, you should call the
Sub-Advisor to determine if such an investment may be made.

                       Services Available to Shareholders

Retirement Plans

You may invest in the Fund various retirement plans,  including IRAs, Simplified
Employee  Plan (SEP)  IRAs,  and all  qualified  retirement  plans.  For further
information  about any of the plans,  agreements,  applications  and annual fees
contact the  Distributor,  your  financial  representative  or plan sponsor.  To
determine  which  retirement  plan is  appropriate  for  you,  consult  your tax
adviser.

                            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.

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:

Liberty Freedom Fund
150 Motor Parkway, Suite 109
Hauppauge, NY 11788-0132

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.

                                       10

<PAGE>

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 (888) 229-2105 before 4:00 p.m.  Eastern
time.  Redemption  proceeds will be mailed or wired, at your  direction,  on the
next business day to the bank 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 IRA
accounts.

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  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 request that meets requirements  described above. 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 may be avoided by  investing  by wire or by using a certified  or official
bank check to make the purchase.

Repurchases from dealers

The Fund may accept  orders to repurchase  shares from an  investment  dealer on
behalf of a dealer's  customers.  The net asset value for a  repurchase  is that
next calculated after receipt of the order from the dealer.

                                       11
<PAGE>
                             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.

Taxes

The Fund  intends to qualify and elect to be treated as a  regulated  investment
company  under  Subchapter  M of 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 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 SAI. You should  consult your own advisors  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, par value
$.01 per  share,  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 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  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.

                                       12

<PAGE>

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
(888) 229-2105.

Multiple Classes

Under the Trust's  charter  documents,  the Board of  Trustees  has the power to
classify or reclassify any unissued shares of a Fund into one or more additional
classes  by setting  or  changing  in any one or more  respects  their  relative
rights, voting powers, restrictions, limitations as to dividends, qualifications
of  redemption.  The  Board of  Trustees  of a Fund may  similarly  classify  or
reclassify  any  class  of its  shares  into  one or more  series  and,  without
shareholder approval, may increase the number of authorized shares of the Fund.

Year 2000 Risk

Like other business  organizations around the world, the Fund could be adversely
affected if the  computer  systems used by its  Manager,  Sub-Advisor  and other
service providers do not properly process and calculate  information  related to
dates  beginning  January  1,  2000.  This is  commonly  known as the "Year 2000
Issue."  The Fund's  Manager is taking  steps that it  believes  are  reasonably
designed  to  address  the Year 2000  Issue  with  respect  to its own  computer
systems,  and  assurances  are being  obtained  from the  Fund's  other  service
providers  that  they are  taking  comparable  steps.  However,  there can be no
assurance  that these actions will be sufficient to avoid any adverse  impact on
the Funds.

                                       13
<PAGE>
                                     Advisor
                          Liberty Bank & Trust Company
                               4101 Pauger Street
                              New Orleans, LA 70122

                                   Sub-Advisor
                             The Edgar Lomax Company
                         6564 Loisdale Court, Suite 310
                              Springfield, VA 22150

                                   Distributor
                          First Fund Distributors, Inc.
                        4455 E. Camelback Rd., Ste. 261E
                                Phoenix, AZ 85018

                                    Custodian
                                 Star Bank, N.A.
                                425 Walnut Street
                              Cincinnati, OH 45202

                                 Transfer Agent
                          American Data Services, Inc.
                                  P.O. Box 5536
                            Hauppauge, NY 11788-0132
                                 (888) 229-2105

                                    Auditors
                             McGladrey & Pullen LLP
                           555 Fifth Avenue, 8th Floor
                             New York, NY 10017-2416

                                  Legal Counsel
                      Paul, Hastings, Janofsky & Walker LLP
                        345 California Street, 29th Floor
                             San Francisco, CA 94104

                              Liberty Freedom Fund
                               4101 Pauger Street
                          New Orleans, Louisiana 70122
                            1-877-LIBFUND (542-3863)

                                 Class A Shares
                                   Prospectus
                                 June 29, 1998

Investments  offered  through  Delta  Equity  Services  Corp.  Member  NASD  and
SIPC/Jackson,  Shanklin & Sonia Investments,  L.L.C. are not bank deposits,  nor
are they  guaranteed by nor  obligations of, Liberty Bank & Trust Company or its
subsidiary banks or affiliates.  All investments are subject to risks, including
possible loss of principal amount invested.


Liberty Freedom Fund - Class A Shares
4101 Pauger Street
New Orleans, Louisiana 70122
Fund Literature:  (800) 645-1704
Shareholder Services: (888) 229-2105

                                   PROSPECTUS



     The Liberty  Freedom Fund (the "Fund") is a mutual fund with the investment
objective of growth of capital and a secondary  objective  of providing  income.
The Fund attempts to achieve its  objectives by investing in equity  securities.
See  "Investment  Objectives and  Policies."  There can be no assurance that the
Fund will achieve its investment objectives.

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  (the "SAI") dated June 29, 1998 has been filed with the
Securities and Exchange Commission and is incorporated herein by reference. This
SAI is available  without  charge upon request to the Fund at the address  given
above. The SEC maintains an internet site (http://www.sec.gov) that contains the
SAI,  other  material  incorporated  by reference  and other  information  about
companies that file electronically with the SEC.



Table of Contents

Expense Table                            4
Investment Objective and Policies        5
Management of the Fund                   5
Investor Guide                           8
Services Available to Shareholders      11
How to Redeem Your Shares               12
Distributions and Taxes                 14
General Information                     15



THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE SECURITIES AND EXCHANGE  COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.


June 29, 1998
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.

Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases                   3.50%
Maximum Sales Load Imposed on Reinvested Dividends        None
Deferred Sales Load                                       None
Redemption Fees                                           None
Exchange Fees                                             None

Annual Operating Expenses
        (As a percentage of average net assets)

Investment Advisory Fees                        0.85%
12b-1 Fees(1)                                   0.50%
Other Expenses (net of fee waivers and
   expense reimbursements) (2)                  0.75%
        Shareholder Service Fees                0.25%
        Other Operating Expenses                0.50%
Total Fund Operating Expenses (3)               2.10%

(1) A long-term  shareholder  may pay more,  directly and  indirectly,  in sales
charges and fees than the maximum sales charge  permitted under the Rules of the
National  Association  of Securities  Dealers  (NASD).  This is  recognized  and
permitted by the NASD.

(2) Other Expenses are estimated for the first fiscal year of the Fund.

(3) Total  Operating  Expenses  are not  expected to exceed 2.10% of average net
assets annually, but in the event that they do, the Manager and Sub-Advisor have
agreed to reduce  their fees and/or pay  expenses of the Fund to insure that the
Fund's  expenses will not exceed 2.10%.  If the Manager and  Sub-Advisor did not
limit the Fund's  expenses,  it is expected  that "Other  Expenses" in the above
table  would be 1.00% and  "Total  Operating  Expenses"  would be 2.35%.  If the
Manager and Sub-Advisor waive fees or pay Fund expenses,  the Fund may reimburse
them within the following three years. See "Management of the Fund."

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.

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
        $56     $133

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 $1,000,  with subsequent  minimum
investments of $50 or more ($250 and $50,  respectively,  for retirement plans).
Shares will be redeemed at their net asset value.

Investment Objectives and Policies

What are the Fund's investment objectives?

The  investment  objective  of the Fund is to seek  growth  of  capital,  with a
secondary objective of providing income. There can be no assurance that the Fund
will achieve its objectives.

How does the Fund seek to achieve its objectives?

The Fund's  Manager,  Liberty Bank and Trust Company,  has  contracted  with The
Edgar Lomax Company to provide day to day investment decisions for the Fund. The
Edgar Lomax Company (the  "Sub-Advisor")  uses a disciplined  approach to select
equity  securities for the Fund's  portfolio  that it believes are  undervalued,
reasonably  priced and have  prospects  for  continued  consistent  growth.  The
Sub-Advisor uses fundamental  analysis of financial  statements to select stocks
of issuers which have low price/earnings and price/book ratios as well as strong
balance sheet ratios and high and/or stable dividend yields.

The Fund will invest primarily in large,  well-recognized companies.  Currently,
the Manager and Sub-Advisor  expect the Fund's portfolio to hold at least 20% of
the stocks comprising the Standard & Poor's 500 Index, a capitalization-weighted
index of 500 stocks from a broad range of  industries.  It is not expected  that
the Fund's annual turnover rate will exceed 50%.

There is, of course,  no assurance that the Fund's  objectives 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 equity  securities,  consisting of common stocks and securities having
the characteristics of common stocks, such as convertible securities, rights and
warrants.  If 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 SAI. 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 a diversified fund.

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 Manager

The Manager, Liberty Bank and Trust Company ("Liberty"), 4101 Pauger Street, New
Orleans, Louisiana 70122, (a subsidiary of Liberty Financial Services, Inc.) has
provided  banking  services to the greater  New  Orleans  community  since 1972.
Liberty's  assets have grown to over $150 million and has risen to become one of
the top ten  African  American  owned  banks in the United  States.  Liberty has
overall  responsibility  for the assets under management and will be responsible
for monitoring the day-to-day activity of the Sub-Advisor. Liberty together with
the  Sub-Advisor is responsible  for  formulating  and  implementing  the Fund's
investments.   Liberty   furnishes  the  Fund  with  office  space  and  certain
administrative  services, and provides most of the personnel needed by the Fund.
Each portfolio pays the Manager a monthly fee pursuant to an investment advisory
agreement. As compensation for the services it receives, the Fund pays Liberty a
monthly  management  fee based upon the average  daily net assets of the Fund at
the annual rate of 0.25%.

The Sub-Advisor

The Fund's Sub-Advisor, The Edgar Lomax Company, 6564 Loisdale Court, Suite 310,
Springfield,   Virginia  22150,  has  provided  asset  management   services  to
individuals  and  institutional   investors  since  1986.  Randall  R.  Eley  is
principally  responsible  for the management of the Fund's  portfolio.  Mr. Eley
(who controls the Sub-Advisor) is the President and Chief Investment  Officer of
the Sub-Advisor and has been active in the investment field professionally since
the firm was founded.

The Sub-Advisor  provides the Fund with advice on buying and selling securities,
manages  the  investments  of the  Fund.  As  compensation,  the  Fund  pays the
Sub-Advisor a monthly  management fee based upon the average daily net assets of
the Fund at the annual rate of 0.60%.

Prior Performance of the Sub-Advisor.

The  following  table sets forth  composite  performance  data  relating  to the
historical  performance  of private  accounts,  each of which,  as of January 1,
1994,  exceeds $1 million in market value,  managed by the  Sub-Advisor  for the
periods indicated,  that have investment  objectives,  policies,  strategies and
risks  substantially  similar  to those of the  Fund.  The data is  provided  to
illustrate  the past  performance of the  Sub-Advisor in managing  substantially
similar  accounts as measured  against a market index and does not represent the
performance  of the Fund.  You should not consider this  performance  data as an
indication of future  performance of the Fund or of the Sub-Advisor.  A complete
list and description of the Sub-Advisor's  composites is available by request to
the Sub-Advisor. A complete list and description of the Sub-Advisor's composites
is available by request to the Sub-Advisor.

The composite  performance  data shown below were  calculated in accordance with
recommended  standards of the Association for Investment Management and Research
(AIMR*),  retroactively  applied to all time periods. All returns presented were
calculated  on a total  return  basis and include all  dividends  and  interest,
accrued income and realized and unrealized gains and losses. All returns reflect
the deduction of investment advisory fees,  brokerage  commissions and execution
costs paid by private accounts of the Sub-Advisor  without provision for federal
or state income taxes.  Custodial  fees, if any, were  generally not included in
the calculation.  The Sub-Advisor's  composite includes all actual,  fee-paying,
discretionary  private  accounts  with  assets in excess of $1 million  (minimum
account size  required as of January 1, 1994)  managed by the  Sub-Advisor  that
have investment objectives, policies, strategies and risks substantially similar
to those of the Fund.  Securities  transactions  are  accounted for on the trade
date and  accrual  accounting  is used.  Cash and  equivalents  are  included in
performance returns. The monthly returns of the Sub-Advisor's  composite combine
the individual  accounts' returns  (calculated on a time-weighted rate of return
that is revalued  whenever cash flows exceed 10% of an account's  current value)
by asset-weighting  each individual account's asset value as of the beginning of
the month.  Quarterly and yearly returns are calculated by geometrically linking
the monthly and quarterly returns, respectively.

The private  accounts that are included in the  Sub-Advisor's  composite are not
subject to the same types of  expenses  to which the Fund is subject  nor to the
diversification   requirements,   specific  tax   restrictions   and  investment
limitations  imposed on the Fund by the  Investment  Company Act or the Internal
Revenue  Code.  Consequently,  the  performance  results  for the  Sub-Advisor's
composite could have been adversely affected if the private accounts included in
the  composite  had been  regulated as investment  companies.  In addition,  the
operating  expenses  incurred  by the  private  accounts  were  lower  than  the
anticipated  operating expenses of the Fund, and,  accordingly,  the performance
results of the composite are greater than what Fund performance would have been.

The investment results of the Sub-Advisor's  composite presented below have been
reviewed  and verified  (for an AIMR Level II  examination)  by the  independent
auditing  firm,  Deloitte  & Touche  LLP,  to be  computed  in  accordance  with
Performance  Presentation  Standards of AIMR, but these results are not intended
to predict or suggest the returns  that might be  experienced  by the Fund or an
individual  investing in the Fund.  The most recent  report of Deloitte & Touche
LLP,  detailing specific  characteristics  of the composite (e.g.  dispersion of
returns) is available upon request.The methodology used to calculate performance
conforming  to AIMR  standards  is  different  from that  used by mutual  funds.
Investors should also be aware that the use of a methodology different from that
used below to calculate performance could result in different performance data.

Total Returns:  Years Ended, December 31
<TABLE>

                                                                                                                     Oct. 1, 1990 to
                           Annualized    Cumulative    1997      1996      1995      1994     1993     1992     1991  Dec. 31, 1990
<S>                          <C>          <C>         <C>       <C>       <C>        <C>      <C>      <C>     <C>         <C>  
Sub-Advisors                 21.09%       300.42%     24.18%    22.04%    45.75%     3.38%    25.02%   6.35%   27.75%      3.25%
Composite

S&P 500**                     20.42%       284.69%     33.34%    22.99%    37.53%     1.30%    10.06%   7.62%   30.45%      8.96%

Number of Portfolios                                    28        15        9          4        3        3        2          1
End of Period

Composite Assets                                    $641,151   $388,556  $187,712   $43,638    $607     $533     $361       $95
End of Period (Thousands)

Percentage of Total Assets                             90%       96%       97%        82%       1%      4%       12%         5%
Represented by the Composites

Standard Deviation                                    0.27%     0.51%    0.85%       0.45%     0.26%   0.56%    - 0 -        N/A
of Returns              
</TABLE>

*AIMR is a  non-profit  membership  and  education  organization  with more than
60,000  members  worldwide  that,  among other things,  has  formulated a set of
performance   presentation   standards  for  investment  advisors.   These  AIMR
performance  presentation  standards  are  intended to (i) promote full and fair
presentations  by investment  advisors of their  performance  results,  and (ii)
ensure  uniformity  in  reporting  so that  performance  results  of  investment
advisors are directly  comparable.  

**The Standard & Poor's 500 Composite  Stock Price Index,  known as the S&P 500,
is an unmanaged market value-weighted index consisting of representative samples
of stocks within important industry groups within the U.S. economy.  It includes
dividends and distributions, but does not reflect fees, brokerage commissions or
other expenses of investing.  It has been taken from  published  sources and has
not been examined by Deloitte & Touche LLP.

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 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% of  average  total net  assets,  subject  to a
$30,000 annual minimum.

Other operating expenses

The Fund is responsible for its own operating  expenses.  The Advisor has agreed
to reduce fees payable to it by the Fund and to pay Fund  operating  expenses to
the extent necessary to limit the Fund's aggregate annual operating  expenses to
the  limit  set  forth  in the  Expense  Table  (the  "expense  cap").  Any such
reductions  made by the Advisor in its fees or payment of expenses which are the
Fund's obligation are subject to reimbursement by the Fund to the Advisor, if so
requested  by the  Advisor,  in the  first,  second  or third  fiscal  year next
succeeding  the fiscal year of the  reduction  or  absorption  if the  aggregate
amount  actually paid by the Fund toward the operating  expenses for such fiscal
year  (taking  into account the  reimbursement)  does not exceed the  applicable
limitation on Fund expenses.  With respect to the  reimbursement of a particular
fee reduction or expense  payment,  a reimbursement  to the Advisor is permitted
only  within  the three  year  period  following  the year in which the  Advisor
reduced the subject fee or paid the subject expense.  Any such  reimbursement is
also  contingent  upon Board of  Trustees  review and  approval  at the time the
reimbursement  is made.  Such  reimbursement  may be paid  prior  to the  Fund's
payment of current expenses if so requested by the Advisor even if that practice
may require the Advisor to waive, reduce or absorb current Fund expenses.

The Fund has adopted a Distribution  Plan pursuant to Rule 12b-1 with respect to
its Class A shares.  The Plan provides  that the Fund will pay for  distribution
and related expenses (such as payments for advertising and sales material and to
personnel  involved in selling the Class A shares) at an annual rate of 0.50% of
the Fund's average net assets.

Brokerage Transactions

The Manager and  Sub-Advisor  consider 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 SAI, the factors  include,  but are not limited to,
the  reasonableness of commissions,  quality of services and execution,  and the
availability of research which the  Sub-Advisor  may lawfully and  appropriately
use in its investment  advisory  capacities.  Provided the Fund receives  prompt
execution at competitive  prices, the sale of Fund shares also may be considered
as a factor in selecting broker-dealers for the Fund's portfolio transactions.


Investor Guide

How to purchase shares of the Fund

Class  A  shares  are  offered  at  the  public  offering   price.   First  Fund
Distributors,  Inc., 4455 E. Camelback Road, Suite 261E, Phoenix, AZ 85018, (the
"Distributor"),  acts as  Distributor  and may,  at its  discretion,  waive  the
minimum investment requirements.  The Fund also offers Class I shares. The other
Class has a  different  sales  charge  and other  expenses  which may  result in
performance  for that  Class  which is  different  from  that of Class A shares.
Shares of the Fund are  offered  continuously  for the  purchase  at the  public
offering price next  determined  after a purchase order is received.  The public
offering  price is  effective  for  orders  received  by the Fund or  investment
dealers  prior to the time of the next  determination  of the  Fund's  net asset
value and, in the case of orders  placed with dealers,  transmitted  promptly to
the Transfer Agent.  Orders received after the time of the next determination of
the  applicable  fund's net asset  value will be entered at the next  calculated
public offering price.

The public  offering  price per share is equal to the net asset value per share,
plus a sales charge,  which is reduced on purchases involving amounts of $50,000
or more,  as set forth in the table below.  The reduced  sales  charges apply to
quantity  purchases  made  at  one  time  by a  "person",  which  means  (i)  an
individual,  (ii) members of a family (i.e.,  an  individual,  spouse,  children
under age 21), or (iii) a trustee or  fiduciary  of a single  trust  estate or a
single  fiduciary  account.  In  addition,  purchases  of shares  made  during a
thirteen month period  pursuant to a written Letter of Intent are eligible for a
reduced  sales charge.  Reduced sales charges are also  applicable to subsequent
purchases by a "person",  based on the  aggregate of the amount being  purchased
and the value, at net asset value, of shares owned at the time of investment.

                                 Sales Charge as percent of:   Portion of sales
                                  Offering         Net asset   charge retained
Amount of Purchase                 price            value        by dealers

Less than $50,000                   3.50%            3.63%          3.00%
$50,000 but less than $100,000      3.00%            3.09%          2.60%
$100,000 but less than $250,000     2.50%            2.56%          2.20%
$250,000 but less than $500,000     2.00%            2.04%          1.80%
$500,000 but less than $750,000     1.50%            1.52%          1.30%
$750,000 but less than $1,000,000   1.00%            1.01%          0.80%
$1,000,000 or more                  None             None           None

Letter of Intent

In investor  may qualify for an immediate  reduced  sales charge on purchases by
completing  the Letter on Intent section on the  Application  Form. The investor
will state an  intention  to  purchase,  during the next 13 months,  a specified
amount of shares which,  if made at one time,  would qualify for a reduced sales
charge.

Rights of Accumulation

The reduced sales charges  applicable to purchases  apply on a cumulative  basis
over any  period of time.  Thus the value of all  shares of the Fund owned by an
investor (including the investor's own account,  IRA account, or other account),
taken at current net asset  value,  can be combined  with a current  purchase of
shares to determine the rate of sales charge  applicable to the current purchase
in order to  receive  the  cumulative  quantity  reduction.  When  opening a new
account,  the fact that the investor  currently holds shares of the Fund must be
indicated on the  Application  Form in order to receive the cumulative  quantity
discount. For subsequent purchases, the Fund's Shareholder Servicing Agent (888)
229-2105)  should be notified of current fund holdings  prior to the purchase of
additional shares.

Purchase Order Placed with Investment Dealers

Dealers who have a sales  agreement  with the  Distributor  may place orders for
shares of the Fund on behalf of clients at the  offering  price next  determined
after receipt of the client's order by calling the Distributor.  If the order is
placed by the client with the dealer by 4:00 p.m.  Eastern time and forwarded to
the Transfer Agent any day that the New York Stock Exchange is open for trading,
it will be confirmed at the applicable offering price on that day. The dealer is
responsible  for  placing  orders  promptly  with  the  Transfer  Agent  and for
forwarding payment promptly.

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 Liberty  Freedom  Fund) to the Fund's  Shareholder
Servicing Agent, American Data Services, Inc. at the following address:  
Liberty Freedom Fund 
P.O. Box 641265 
Cincinnati, OH 45264-1265

If you wish to send your  Application  Form and check via an overnight  delivery
services (such as Fed Ex), delivery cannot be made to a post office box. In that
case, you should use the following address:

Liberty Freedom Fund
c/o Star Bank, N.A.
Mutual Fund Custody Department
425 Walnut Street, M/L 6118,
Sixth Floor
Cincinnati, OH 45202

You may wire money to the Fund

Before sending a wire,  you should call the Fund at (888) 229-2105  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 Liberty Freedom Fund
DDA # 488920679
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 $1,000.  The minimum  subsequent
investment is $50.  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 $250 and $50, 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 (888)
229-2105.  You may also make additional  purchases through an investment dealer,
as described above.

When is money invested in the Fund?

Any money received for investment in the Fund from an investor,  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).  Orders  received from dealers are invested at
the net asset value next calculated  after the order is received.  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 for the Class A shares 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

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 a check used to make an  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.  The Fund,  under  certain
circumstances,  may accept investments of securities  appropriate for the Fund's
portfolio, in lieu of cash. Prior to making such a purchase, you should call the
Sub-Advisor to determine if such an investment may be made.
                                                        
Services Available to Shareholders

Retirement Plans

You may invest in the Fund various retirement plans,  including IRAs, Simplified
Employee  Plan (SEP)  IRAs,  and all  qualified  retirement  plans.  For further
information  about any of the plans,  agreements,  applications  and annual fees
contact the  Distributor,  your  financial  representative  or plan sponsor.  To
determine  which  retirement  plan is  appropriate  for  you,  consult  your tax
adviser.

Automatic investing by check

You may make  regular  monthly  investments  in the Fund  using  the  "Automatic
Investment  Plan." A check is  automatically  drawn  on your  personal  checking
account each month for a  predetermined  amount (but not less than $100),  as if
you had written it  directly.  Upon  receipt of the  withdrawn  funds,  the Fund
automatically  invests the money in additional shares of the Fund at the current
net asset  value.  Applications  for this service are  available  from the Fund.
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  the  Shareholder   Servicing  Agent  in  writing,
sufficiently in advance of the next withdrawal.

Automatic withdrawals

The Fund offers a Systematic Withdrawal Program whereby shareholders may request
that a check  drawn in a  predetermined  amount  be sent to them  each  month or
calendar quarter. To start this Program, 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.  This  Program  may be  terminated  or  modified  by a
shareholder  or the Fund at any time  without  charge or penalty.  A  withdrawal
under the Systematic  Withdrawal  Program 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.

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:

Liberty Freedom Fund
150 Motor Parkway, Suite 109
Hauppauge, NY 11788-0132

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 (888) 229-2105 before 4:00 p.m.  Eastern
time.  Redemption  proceeds will be mailed or wired, at your  direction,  on the
next business day to the bank 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 IRA
accounts.

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  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 request that meets requirements  described above. 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 may be avoided by  investing  by wire or by using a certified  or official
bank check to make the purchase.

Repurchases from dealers

The Fund may accept  orders to repurchase  shares from an  investment  dealer on
behalf of a dealer's  customers.  The net asset value for a  repurchase  is that
next calculated after receipt of the order from the dealer.

Distribution Agreement

The  Distributor  is the  principal  underwriter  of  shares  of the  Fund.  The
Distributor makes a continuous offering of the Fund's shares and bears the costs
and expenses of printing and  distributing  to selected  dealers and prospective
investors any copies of any prospectuses,  statements of additional  information
and annual and interim  reports of the Fund other than to existing  shareholders
(after such items have been prepared and set in type by the Fund) which are used
in  connection  with the  offering  of  shares,  and the costs and  expenses  of
preparing,   printing  and   distributing  any  other  literature  used  by  the
Distributor  and furnished by it for use by selected  dealers in connection with
the offering of the shares for sale to the public. All or a part of the expenses
borne by the  Distributor  may be reimbursed  pursuant to the  Distribution  and
Shareholder Servicing Plan discussed below.

Distribution and Shareholder Service Plans

Distribution  Plan.  The Fund has adopted a  Distribution  Plan pursuant to Rule
12b-1 under the  Investment  Company Act of 1940 (the  "Plan")  under which with
respect to the Class A shares,  the Fund pays the  Distribution  Coordinator  an
amount which is accrued daily and paid monthly, at an annual rate up to 0.50% of
the  average  daily net assets of the Class A shares of the Fund.  Amounts  paid
under the Plan by the Fund are paid to the Distribution Coordinator for services
provided to the Fund including  printing and  distribution of  prospectuses  and
shareholder reports,  performance reports and newsletters,  sales literature and
other promotional material to prospective  investors,  direct mail solicitation,
advertising,  public  relations,  compensation of sales  personnel,  advisors or
other third parties for their assistance with respect to the distribution of the
Fund's shares,  payments to financial  intermediaries  for shareholder  support,
administrative  and accounting  services with respect to Fund  shareholders  and
other expenses related to the distribution of the Fund's shares.

Plan payments will be reviewed by the Trustees. However, it is possible at times
that the amount of the Distribution  Coordinator's compensation could exceed its
distribution expenses, resulting in a profit to the Distribution Coordinator. If
the Plan is  terminated,  the Fund will not be  required  to make  payments  for
expenses incurred after the termination.

Shareholder  Service Plan. The Fund has entered into a Shareholder  Service Plan
pursuant to which the Adviser  will  provide,  or arrange for others to provide,
certain specified shareholder services to Class A shareholders. As compensation,
the Fund will pay the  Adviser  up to 0.25% of the  average  daily net assets of
Class A shares of the Fund on an annual basis, payable monthly. The Adviser will
pay  certain  banks,  trust  companies,   broker-dealers,  and  other  financial
intermediaries  (each,  a  "Participating  Organization")  out of the  fees  the
Adviser receives from the Fund under the Shareholder  Service Plan to the extent
that the Participating Organization performs shareholder servicing functions for
Class A  shares  owned  from  time to time  by  customers  of the  Participating
Organization.  In certain cases,  the Adviser may also pay a fee, out of its own
resources and not out of the service fee payable under the Shareholder  Services
Plan,  to  a  Participating  Organization  for  providing  other  administrative
services to its customers who invest in Class A shares.

Pursuant  to the  Shareholder  Services  Plan,  the  Adviser may also enter into
special contractual  arrangements with Participating  Organizations that process
substantial  volumes of purchases  and  redemptions  of Class A shares for their
customers.  Under  these  arrangements,   the  Participating  Organization  will
ordinarily  establish an omnibus account with the Fund's Transfer Agent and will
maintain  sub-accounts  for its  customers  for whom it processes  purchases and
redemptions  of Class A shares.  A  Participating  Organization  may  charge its
customers a fee, as agreed by the  Participating  Organization and the customer,
for  the  services  it  provides.   Before  purchasing   shares,   customers  of
Participating  Organizations should read this Prospectus in conjunction with the
service agreement and other literature  describing the services and related fees
provided by the Participating Organization.

Compensation of other parties.  The Adviser may in its discretion and out of its
own funds  compensate  third parties for the sale and marketing of shares of the
Fund. The Adviser also may use its own funds to sponsor seminars and educational
programs on the Fund for financial intermediaries and shareholders.

Conversion  feature.  On the first  business day of the month next following the
fourth anniversary of their purchase,  Class A shares will automatically convert
to Class I shares and will no longer be subject to the fees  associated with the
Distribution and Shareholder Service Plans. This conversion will be on the basis
of the relative net asset values of the two Classes,  without the  imposition of
any sales charge, fee or other expense. The purpose of the conversion feature is
to eliminate the distribution  and shareholder  service fees paid by the holders
of Class A shares that have been outstanding for an extended period of time.

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.

Taxes

The Fund  intends to qualify and elect to be treated as a  regulated  investment
company  under  Subchapter  M of 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 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 SAI. You should  consult your own advisors  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, par value
$.01 per  share,  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 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  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.

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
(888) 229-2105.

Multiple Classes

Under the Trust's  charter  documents,  the Board of  Trustees  has the power to
classify or reclassify any unissued shares of a Fund into one or more additional
classes  by setting  or  changing  in any one or more  respects  their  relative
rights, voting powers, restrictions, limitations as to dividends, qualifications
of  redemption.  The  Board of  Trustees  of a Fund may  similarly  classify  or
reclassify  any  class  of its  shares  into  one or more  series  and,  without
shareholder approval, may increase the number of authorized shares of the Fund.

Year 2000 Risk

Like other business  organizations around the world, the Fund could be adversely
affected if the  computer  systems used by its  Manager,  Sub-Advisor  and other
service providers do not properly process and calculate  information  related to
dates  beginning  January  1,  2000.  This is  commonly  known as the "Year 2000
Issue."  The Fund's  Manager is taking  steps that it  believes  are  reasonably
designed  to  address  the Year 2000  Issue  with  respect  to its own  computer
systems,  and  assurances  are being  obtained  from the  Fund's  other  service
providers  that  they are  taking  comparable  steps.  However,  there can be no
assurance  that these actions will be sufficient to avoid any adverse  impact on
the Funds.



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