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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] 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):
.......................................................................
4) Proposed maximum aggregate value of transaction:
.......................................................................
5) Total fee paid:
[ ] 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:
.......................................................................
2) Form, Schedule or Registration Statement No.: Schedule 14A
.......................................................................
3) Filing Party: Registrant
.......................................................................
4) Date Filed: August 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 September 4, 1998
To the shareholders of Kaminski Poland Fund (the "Fund"), a series of
Advisors Series Trust (the "Trust"), for a Special Meeting of Shareholders of
the Fund to be held on September 4, 1998:
Notice is hereby given that a Special Meeting (the "Meeting") of
Shareholders of the Fund, will be held on September 4, 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 of Subclassification Under the 1940 Act.
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 August 10, 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
Phoenix, Arizona
August 17, 1998
Advisors Series Trust
Kaminski Poland Fund
4455 East Camelback Road, Suite 261E
Phoenix, Arizona 85018
<PAGE>
PROXY STATEMENT
To the shareholders of the Kaminski Poland Fund (the "Fund"), a series
of Advisors Series Trust (the "Trust"), an open-end management investment
company, for a Special Meeting of Shareholders of the Fund to be held on
September 4, 1998:
This Proxy Statement is furnished by the Trust to the shareholders of
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 September 4, 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 August 17, 1998. At the Meeting, the shareholders of the
Fund will be asked:
1. To approve a Change of the Subclassification Under 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. 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 proposal no. 1 (or abstained) and
vote against adjournment all proxies that voted against proposal no. 1.
Shareholders of the Fund at the close of business on August 10, 1998
will be entitled to be present and vote at the Meeting. As of that date, there
were _________ shares of Kaminski Poland Fund outstanding and entitled to vote,
representing total net assets of approximately $_________.
To the knowledge of the Trust's management, before the close of
business on August 10, 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, before the close of
business on August 10, 1998, the only persons owning beneficially more than 5%
of the outstanding shares of the Fund were as follows:
Name and Address Shares held and Percent of Fund
---------------- -------------------------------
<PAGE>
The Fund's current investment Advisor is Kaminski Asset Management,
Inc., 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 proposal no. 1 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 NO. 1:
APPROVAL OR DISAPPROVAL OF A
CHANGE OF SUBCLASSIFICATION
UNDER THE 1940 ACT
At present, the Fund is subject to portfolio diversification
requirements imposed by the diversification requirements applicable to regulated
companies under the U.S. Internal Revenue Code of 1986 (the "Code"), and by the
Fund's current subclassification under the investment Company Act of 1940 (the
"1940 Act") as a diversified investment company.
The Advisor has found the diversification requirements of the 1940 Act
to be the more constraining of the two sets of diversification requirements. The
Advisor believes that the Fund would have greater investment flexibility if the
Fund changed its subclassification under the 1940 Act so that the Fund would no
longer be subject to the diversification requirements of the 1940 Act. To this
end, the Advisor recommends that the Fund's shareholders approve the change in
the Fund's subclassification under the 1940 Act from a diversified company to a
non-diversified company. The Fund would remain subject to the diversification
requirements applicable to it under the Code.
Under the 1940 Act, a diversified company must have at least 75% of the
value of its total assets represented by cash and cash items (including
receivables), U.S. Government securities, securities of other investment
companies, and other securities limited in respect of any one issuer to an
amount not greater in value than 5% of the value of the total assets of the
investment company, and to not more that 10% of the outstanding voting
securities of such issuer.
Under the Code, to qualify as a regulated investment company, the Fund
must, among other things, diversify its holdings so that, at the end of each
quarter of its taxable year, (i) at least 50% of the market value of the Fund's
total assets is represented by Cash (including cash items and receivables), U.S.
Government securities, and other securities, with such other securities limited,
for purposes of this calculation, in respect of any one issuer, to an amount not
greater in value than 5% of the value of the Fund's total assets and to not more
than 10% of the outstanding voting securities of such issuer; and (ii) not more
than 25% of the market value of its total assets is invested in the securities
(other that U.S. Government securities) of any one issuer, or any two or more
issuers that are controlled by the Fund and that are engaged in the same,
similar, or related businesses.
Therefore, assuming the Fund had non-diversified status under the 1940
Act and were fully invested in equities, under the Code, the Fund would be
permitted to invest in as few as twelve companies, as of the end of any quarter.
While the greater investment in securities of fewer issuers that would be
permitted to the Fund would reduce diversification of risk, it would also allow
the portfolio to better reflect the Polish securities market, in that securities
of relatively few companies account for a greater share of the capitalization of
the market than is the case in the United States. For example, the WIG Index
(the "Index"),
<PAGE>
the widely followed stock index of the 99 largest Polish companies (by market
capitalization and stock exchange turnover) which the Advisor views as the most
important benchmark for measuring Fund performance, includes 15 stocks which
comprise approximately 65% of the Index.
The 1940 Act diversification requirements effectively limit the number
of stocks in which the Fund may take over 5% positions. The Fund might wish to
take more of these over 5% positions either to replicate the Index, to
overweight certain of the larger component stocks relative to their Index
weightings, or to take a significant position in another stock regarded as
especially attractive.
Information Regarding the Advisor
- - ---------------------------------
The Advisor's principal executive officers and directors are shown
below. The address of each, as it relates to his duties at the Advisor, is the
same as that of the Advisor.
M. G. Kaminski,
Trustees' Consideration
- - -----------------------
A Change of Subclassification Under the 1940 Act was approved by the
Board of Trustees of the Fund, including a majority of the non-interested
Trustees, via a Consent in Lieu of a Special Meeting of the Trustee's on August
10, 1998.
The Board of Trustees of the Trust were presented with information
demonstrating the need for a Change of Subclassification Under the 1940 Act. In
considering the change of subclassification, the Trustees had before them
information that will allow them to evaluate the experience of the Advisor's key
personnel in non-diversified portfolio management. The Trustees were asked to
give consideration to all factors deemed to be relevant to the Fund, including,
but not limited to the following: (1) the past experience of the key personnel
of the Advisor as it pertains to non-diversified portfolio management; (2) the
performance of the Fund since commencement of operations; (3) the risks
associated with a non-diversified portfolio, as well as the potential rewards;
and (4) other factors deemed relevant.
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 for a Change of Subclassification Under the 1940 Act, with
respect to the Fund to become effective. "Majority" for this purpose under the
Investment Company 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" each proposal as to which it is
entitled to vote. Abstentions do not constitute votes "for" a proposal and are
treated as votes "against" a proposal. Broker non-votes (i.e., proxies from
brokers or nominees indicating that such
<PAGE>
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 broker
or nominees do not have discretionary power) do not constitute votes "for" or
"against" a proposal and are disregarded in determining the "votes cast" when
the voting requirement for a proposal is based in achieving a percentage of the
outstanding shares entitled to vote present in person or by proxy at the
Meeting. Broker non-votes do not constitute votes "for" and are treated as votes
"against" when the voting requirement for a proposal is based on achieving a
percentage of the outstanding shares entitled to vote. 40% of the outstanding
shares entitled to vote on a proposal must be present in person or by proxy to
have a quorum to conduct business at the Meeting. Broker non-votes will count as
votes present at the Meeting for quorum purposes.
THE BOARD OF TRUSTEES OF THE TRUST HAS APPROVED
THE SUBMISSION OF A CHANGE OF SUBCLASSIFICATION 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, Treasurer
Steven Paggioli Vice President, Asst. Secretary
Robert Wadsworth Vice President, Asst. 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 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 Trust, and the most recent Semi-Annual
Report succeeding such Annual Report, if any, 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.
<PAGE>
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
Kaminski Poland Fund
Chris Kissack, Secretary
Phoenix, Arizona
August 17, 1997
<PAGE>
PROXY
Kaminski Poland Fund
SPECIAL MEETING OF SHAREHOLDERS
September 4, 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
September 4, 1998 at the offices of Advisors Series Trust, 4455 East Camelback
Road, Suite 261E, Phoenix, Arizona 85014, 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 August 10, 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 AUGUST
10, 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.
1. Approval of a Change of the Subclassification Under the 1940 Act to a
Non-Diversified Company:
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.
