ADVISORS SERIES TRUST
497, 1998-04-28
Previous: AMERIPATH INC, 8-K/A, 1998-04-28
Next: ADVISORS SERIES TRUST, 497, 1998-04-28






The Avatar
Advantage Equity
Allocation Fund

PROSPECTUS
December 3, 1997

900 Third Avenue
New York, NY 10022
(888) 263-6452
<PAGE>

     The Avatar Advantage  Equity  Allocation Fund (the "Fund") is a mutual fund
with the investment  objective of seeking  long-term capital  appreciation.  The
Fund attempts to achieve its objective by investing in equity  securities during
rising stock markets and limiting loss during market  declines.  See "Investment
Objective and  Policies."  Shares are available on a no-load basis to investors.
There can be no assurance that the Fund will achieve its investment objective.

     This  Prospectus  sets  forth  basic   information   about  the  Fund  that
prospective  investors  should  know  before  investing.  It  should be read and
retained for future reference.  The Fund is a separate series of Advisors Series
Trust (the "Trust"),  an open-end  registered  management  investment company. A
Statement of Additional  Information (the "SAI") dated December 3, 1997 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 below.  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.

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.

Table of Contents

Expense Table 2
Investment Objective and Policies 3
Management of the Fund 6
Investor Guide 9
Services Available to Shareholders 11
How to Redeem Your Shares 12
Distributions and Taxes 14
General Information 15
<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.
The Fund has adopted a plan of distribution under which it will pay the Advisor,
as  Distribution  Coordinator,  a fee at the  annual  rate of up to 0.25% of the
Fund's  net  assets.  A  long-term   shareholder  may  pay  more,  directly  and
indirectly, in such fees than the maximum sales charge permitted under the rules
of the National  Association of Securities  Dealers.  Shares will be redeemed at
net asset value per share.

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

Investment Advisory Fee  0.85%
12b-1 Fee                0.25%
Other Expenses (1)       0.40%

Total Fund Operating
   Expenses (2)          1.50%
(1) Other Expenses are estimated for the first fiscal year of the Fund.

(2) The Advisor has agreed to reduce its fees and/or pay expenses of the Fund to
insure that the Fund's  expenses will not exceed  1.50%.  If the Advisor did not
limit the Fund's  expenses,  it is expected  that "Other  Expenses" in the above
table  would be 1.45% and  "Total  Operating  Expenses"  would be 2.55%.  If the
Advisor does waive any of its fees or pay Fund expenses,  the Fund may reimburse
the Advisor in future years. See "Management of the Fund."

Example

This table  illustrates the net operating  expenses that would be incurred by an
investment in the Fund over different time periods assuming a $1,000 investment,
a 5% annual return, and redemption at the end of each time period.

                            1 Year        3 Years
                              $15           $47

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." 

                                       2
<PAGE>
The minimum  initial  investment in the Fund is $2,500,  with  subsequent
minimum  investments  of  $250  or  more  ($1,000  and  $50,  respectively,  for
retirement plans). Shares will be redeemed at their net asset value.

Investment Objective And Policies

What is the Fund's investment objective?

The investment  objective of the Fund is to seek long-term capital  appreciation
by  participating  in rising stock markets and then preserving the bulk of those
profits during high-risk  periods.  There can be no assurance that the Fund will
achieve its objective.

How does the Fund seek to achieve its objective?

Avatar  Investors  Associates  Corp.  (the  "Advisor"  or  "Avatar  Associates")
believes that the most important  step in its investment  process is determining
the Fund's  allocation  between equity  securities and cash reserves.  The asset
allocation  decision is based on a proprietary  asset  allocation  model,  which
measures  the risk and  potential  reward  of  investing  in  equity  securities
relative to the safety of cash reserves.  When the Advisor  believes market risk
is low, it maintains a large  commitment (as fully invested as  practicable)  to
equity  securities.  When the Advisor believes market risk is high, it shifts an
appropriate  amount of the Fund's assets into cash reserves to protect  capital.
These shifts from and to equity  securities  are generally made in increments of
five to ten percent of the Fund's net assets, as conditions warrant based on the
Advisor's asset allocation model.

The Advisor's  asset  allocation  model measures  liquidity in the market place.
Based on its  experience  and  research,  the Advisor  believes  that changes in
financial  liquidity - for  example,  money,  credit and reserves - are the best
measure of investment  market risk.  When this liquidity  expands beyond what is
needed by the "real" or production side of the economy, much of the excess moves
into the stock markets.  This movement causes stock prices to rise. On the other
hand, when liquidity is contracting, economic demands siphon money away from the
stock  markets.  Investment  risks  increase,  and stock  prices are  subject to
declines.  Thus,  the Advisor makes orderly asset mix decisions by measuring and
reacting to current market risk levels as quantified by the Advisor's model. The
Liquidity Model includes economic factors such as interest rate trends,  Federal
Reserve  policy,  and  yield  spreads.  It  also  includes  inflation  variables
(commodity price trends,  industrial  production growth,  etc.), market momentum


                                       3
<PAGE>
factors (such as short-term trends) and investor sentiment  (institutional  cash
levels, retail optimism/pessimism, etc.). These factors, blended into the model,
all help  determine  the asset mix.  Any shifts in this mix are  dictated by the
data produced by the model.  The model is updated daily to enable the Advisor to
respond to rapidly changing environments. There is, of course, no assurance that
the Fund's objective will be achieved. Because prices of common stocks and other
securities  fluctuate,  the value of an  investment in the Fund will vary as the
market value of its investment portfolio changes.

How does the Advisor select equity securities for the Fund's portfolio?

The  Advisor  selects  equity  securities,   consisting  of  common  stocks  and
securities  having the  characteristics  of common  stocks,  such as convertible
securities,  rights  and  warrants,  on  the  basis  of  both  quantitative  and
qualitative  analysis.  It  screens a  universe  of more than  3,400  stocks for
liquidity,  in order to  identify  stocks  with  sufficient  trading  volume  to
establish  or  eliminate a position  quickly and  cost-effectively.  This screen
reduces the list of potential  candidates to 600 to 700 actively  traded issues.
The  Advisor  then ranks each  security  on both  growth and value  factors,  to
identify  stocks that possess good growth  potential at reasonable  prices.  The
Advisor's  qualitative  analysis involves  identifying the investment themes and
stocks that are the best  performers  in the  current  market  environment.  The
Standard  and  Poor's 500 ("S&P  500")  benchmarks  are  employed  to  determine
industry and sector weight.  Industry groups, sectors, and market capitalization
quintiles  all have  ranges in which  the  Advisor  can be over- or  underweight
vis-a-vis the benchmark.  When the Advisor desires maximum exposure to equities,
the Fund's diversified  portfolio is expected to have between 50 and 70 separate
securities. The Advisor may sell a stock when its model calls for a reduction in
the  exposure  to  equities,  when the  stock  becomes  less  attractive  due to
deteriorating  fundamentals  or when the stock's price falls to a pre-set limit.
The Advisor does not expect the Fund's annual turnover rate to exceed 150%. High
portfolio  turnover  will  increase  transaction  costs and may result in higher
taxes for investors.

What does the Fund use for cash reserves?

The Advisor  uses high  quality,  short-term  debt  securities  and money market
instruments as cash reserves for the Fund.  These short-term debt securities and
money market  instruments  include  commercial  paper,  certificates of deposit,
bankers' acceptances,  U.S. Government securities and repurchase agreements. The
Fund may also buy mortgage-backed securities.

                                       4
<PAGE>
Other investments and investment techniques.

The Fund may also make the following investments or use the techniques described
below.  More  information  about them is  contained  in the SAI.  In addition to
these,  the Fund may  invest in  foreign  securities,  buy or write  options  on
equities and sell securities  short,  although it does not expect to invest more
than 5% of its net  assets  in  foreign  securities  or  options  or have  short
positions exceeding 5% of its net assets.

Futures and Options on Futures.

The Fund may enter  into  futures  contracts,  or  options  on those  contracts,
involving  interest  rates,  securities  and  securities  indices,  for  hedging
purposes or as a substitute  for positions in the  underlying  securities.  As a
general  rule,  the Fund  will not  purchase  or sell  futures  if,  immediately
thereafter,  more than 25% of its net assets  would be  hedged.  There are risks
involved in the use of futures and options on futures,  including  the risk that
the prices of the hedging  vehicles may not correlate  perfectly with the prices
of the securities in the Fund's portfolio.  This may cause the futures contracts
or options to react  differently from the Fund's portfolio  securities to market
changes.  In addition,  the Advisor could be incorrect in its expectations about
the direction or extent of market  movements.  In these  events,  the Fund could
lose money on the futures  contracts  or options.  It is also not certain that a
secondary market for positions in futures contracts or options will exist at all
times,  although the Advisor will consider  liquidity before entering into these
transactions.

Lending Securities.

To increase  its income,  the Fund may lend  securities  from its  portfolio  to
brokers, dealers and other financial institutions. No more than one-third of the
Fund's total assets may be loaned. The Fund's loans of portfolio securities will
be  collateralized  at all times by high quality  liquid  securities.  Under the
present regulatory requirements which govern loans of portfolio securities,  the
loan  collateral  must,  on each  business  day, at least equal the value of the
loaned securities and must consist of cash,  letters of credit of domestic banks
or domestic  branches of foreign banks, or securities of the U.S.  Government or
its agencies. To be acceptable as collateral,  letters of credit must obligate a
bank to pay amounts  demanded  by the Fund if the demand  meets the terms of the
letter.  Such terms and the issuing  bank would have to be  satisfactory  to the
Fund.  Any  loan  might  be  secured  by any one or more of the  three  types of
collateral.  The terms of the  Fund's  loans must  permit the Fund to  reacquire
loaned  securities on five days notice or in time to vote on 


                                       5
<PAGE>
any serious matter and must meet certain tests under the Internal Revenue Code
of 1986 (the "Code").

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 Advisor.
The Fund's Advisor, Avatar Associates,  900 Third Avenue, New York, NY 10022 has
provided asset management  services to individuals and  institutional  investors
since 1970.  The Advisor was  established  and is controlled  by its  President,
Edward S. Babbitt,  Jr. Two members of the firm,  Charles M. White and Elizabeth
Sonders, are principally responsible for the management of the Fund's portfolio.
Mr. White has been a Managing  Director and Vice  President of the Advisor since
1992,  having joined the firm in 1988 as a Portfolio  Manager.  Ms.  Sonders has
been a Vice  President and Portfolio  Manager of the Advisor since 1989,  having
joined the firm in 1986.

The Advisor  provides  the Fund with  advice on buying and  selling  securities,
manages the  investments  of the Fund,  furnishes the Fund with office space and
certain  administrative  services,  and provides most of the personnel needed by
the Fund. As  compensation,  the Fund pays the Advisor a monthly  management fee
based upon the average daily net assets of the Fund at the annual rate of 0.85%.

Prior Performance of the Advisor.
The  following  table sets forth  composite  performance  data  relating  to the
historical  performance of institutional private accounts managed by the 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 Advisor in managing substantially similar
accounts 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 Advisor.

The composite  performance  data shown below were  calculated in accordance with
recommended  standards of the Association for Investment Management and Research
(AIMR*).  All returns  presented  were  calculated  on a total  return basis and
include all 

                                       6
<PAGE>
dividends and interest,  accrued  income and realized and  unrealized  gains and
losses. All returns reflect the deduction of investment advisory fees (at actual
rates paid from 1983 to the present; returns prior to 1983 reflect the deduction
of a fee of 1%  per  annum,  the  Advisor's  highest  advisory  fee),  brokerage
commissions and execution costs paid by  institutional  private  accounts of the
Advisor without provision for federal or state income taxes.  Custodial fees, if
any, were not included in the calculation.  The Advisor's Composite includes all
actual, fee-paying,  discretionary institutional private accounts managed by the
Advisor  that  have  investment  objectives,   policies,  strategies  and  risks
substantially similar to those of the Fund. Securities transactions

- ------- 
* 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.
- ----------
are  accounted for on the trade date and accrual  accounting  is used.  Cash and
equivalents are included in performance returns.  Beginning in January 1993, the
quarterly returns of the Advisor's  Composite  combine the individual  accounts'
returns  (calculated on a time-weighted rate of return that is revalued whenever
cash  flows  exceed  3% of the value of the  account)  by  asset-weighting  each
individual  account's asset value as of the beginning of the quarter.  Quarterly
returns prior to that time are equally weighted. The yearly returns are computed
by geometrically linking the returns of each quarter within the calendar year.

The institutional  private accounts that are included in the 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 Advisor's Composite
could  have  been  adversely  affected  if the  institutional  private  accounts
included in the Composite had been regulated as investment companies.

The investment results of the Advisor's  Composite presented below are unaudited
and are not intended to predict or suggest the 

                                       7
<PAGE>
returns that might be experienced by the Fund or an individual  investing in the
Fund.  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.

Annualized Total Return For Years ended September 30, 1997.
     NUMBER              ADVISOR'S
     OF YEARS            COMPOSITE
     --------            ---------
     One Year            22.4%
     Three Years         18.6%
     Five Years          15.2%
     Ten Years           11.7%
     Inception
     (1/1/74 - 9/30/97)  14.0%

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  daily net  assets,  subject  to a
$30,000 annual minimum.

Other operating expenses.
The  Fund is  responsible  for its own  operating  expenses,  including  but not
limited to, the  advisory  and  administration  fees,  custody  and  shareholder
servicing  agent  fees,   legal  and  auditing   expenses,   federal  and  state
registration fees, and fees to the Trust's disinterested  trustees.  The Advisor
may reduce its fees or  reimburse  the Fund for expenses at any time in order to
reduce  the  Fund's  expenses.  Reductions  made by the  Advisor  in its fees or
payments or  reimbursements  of  expenses  which are the Fund's  obligation  are
subject to  reimbursement by the Fund within three subsequent years provided the
Fund is able to do so and  remain  in  compliance  with any  applicable  expense
limitations.

The Fund has  adopted a  Distribution  Plan  pursuant  to Rule  12b-1.  The Plan
permits the Fund to pay for  distribution and related expenses at an annual rate
of up to 0.25% of the Fund's average net assets. The expenses which the Fund may
pay include:  preparing and distributing  prospectuses and other sales material;
advertising and public relations expenses;  payments to financial intermediaries
and compensation of personnel involved in selling shares of the Fund.

Brokerage transactions.
The  Advisor  considers  a number of factors  in  determining  which  brokers or
dealers to use for the Fund's portfolio transactions. While these are more fully
discussed  in the  SAI,  the  factors  include,  but are  not  limited  to,  the

                                       8
<PAGE>
reasonableness  of  commissions,  quality of  services  and  execution,  and the
availability of research which the Advisor may lawfully and appropriately use in
its investment advisory capacities.  Provided the Fund receives prompt execution
at competitive  prices, the Advisor may also consider the sale of Fund shares 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)
263-6452.  First Fund  Distributors,  Inc., 4455 E. Camelback Road,  Suite 261E,
Phoenix,  Arizona  85018,  an affiliate of the  Administrator,  is the principal
underwriter ("Distributor") of the Fund's shares.

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 the Avatar  Advantage  Equity  Allocation Fund) to
the Fund's  Shareholder  Servicing  Agent,  American Data Services,  Inc. at the
following  address:  Avatar  Advantage  Equity  Allocation  Fund P.O. Box 640947
Cincinnati, OH 45264-0947

If you wish to send your Application Form and check via an overnight delivery
services (such as FedEx), delivery cannot be made to a post office box. In
that case, you should use the following address:
Avatar Advantage Equity Allocation 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) 263-6452  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 Avatar  Advantage  Equity
Allocation  Fund DDA # 488840232  for  further  credit to [your name and account
number].

Your bank may charge you a fee for sending a wire to the Fund.

                                       9
<PAGE>
You may purchase shares through an investment dealer.
You may be able to invest in shares of the Fund through an investment dealer, if
the dealer has made arrangements  with the Distributor.  The dealer may place an
order for you with the Fund;  the price you will pay will be the net asset value
which is next calculated  after receipt of the order from the dealer.  It is the
responsibility  of the dealer to place your order promptly.  A dealer may charge
you a fee for  placing  your  order,  but you could  avoid  paying such a fee by
sending an  Application  Form and payment  directly to the Fund.  The dealer may
also hold the shares you  purchase  in its omnibus  account  rather than in your
name in the records of the Fund's  transfer  agent.  The Fund may  reimburse the
dealer for  maintaining  records of your  account as well as for other  services
provided to you.

Your dealer is  responsible  for sending your money to the Fund  promptly  after
placing  the order to  purchase  shares,  and the Fund may  cancel  the order if
payment is not received from the dealer promptly.

Minimum investments.
The minimum  initial  investment in the Fund is $2,500.  The minimum  subsequent
investment is $250.  However,  if you are investing in an Individual  Retirement
Account ("IRA"),  or you are starting an Automatic  Investment Plan (see below),
the minimum initial and subsequent investments are $1,000 and $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)
263-6452.  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.

                                       10
<PAGE>
What is the net asset value of the Fund?
The Fund's net asset value per share is  calculated by dividing the value of the
Fund's  total  assets,  less  its  liabilities,  by the  number  of  its  shares
outstanding. In calculating the net asset value, portfolio securities are valued
using  current  market  values,  if  available.   Securities  for  which  market
quotations  are not readily  available  are valued at fair values  determined in
good faith by or under the  supervision  of the Board of  Trustees of the Trust.
The fair value of short-term obligations with remaining maturities of 60 days or
less is considered to be their amortized cost.

Other information.
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
Advisor to determine if such an investment  may be made. The Advisor may, at its
own expense, pay third parties for assistance in gathering assets for the Fund.

Services Available to Shareholders

Retirement Plans.

You may obtain a prototype  IRA plan from the Fund.  Shares of the Fund are also
eligible investments for other types of retirement plans.

Automatic 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 $50), 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

                                       11
<PAGE>
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:

Avatar Advantage Equity Allocation Fund
150 Motor Parkway, Suite 109
Hauppauge, NY 11788-0132

Signature guarantee.

If the value of the shares you wish to redeem exceeds $25,000,  or is being sent
to any address other than that to what we send your  statements,  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.

                                       12
<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) 263-6452 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 

                                       13
<PAGE>
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.  The dealer is
responsible  for  forwarding  any  documents   required  in  connection  with  a
redemption,  including a signature guarantee,  and the Fund may cancel the order
if these documents are not received promptly.

Other information about redemptions.
A redemption  may result in recognition of a gain or loss for federal income tax
purposes.  Due to the relatively high cost of maintaining smaller accounts,  the
shares in your  account  (unless it is a  retirement  plan or  Uniform  Gifts or
Transfers  to  Minors  Act  account)  may be  redeemed  by the Fund  if,  due to
redemptions  you have made,  the total value of your  account is reduced to less
than $500. If the Fund  determines to make such an involuntary  redemption,  you
will first be notified that the value of your account is less than $500, and you
will be allowed 30 days to make an  additional  investment to bring the value of
your account to at least $500 before the Fund takes any action.

Distributions and Taxes

Dividends and 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.  

                                       14
<PAGE>
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. The maximum  capital gains
tax rate for  individuals  is 28% with  respect to assets  held for more that 12
months,  but not more than 18 months,  and 20% with  respect to assets held more
than 18 months. The maximum capital gains rate for corporate shareholders is the
same as the maximum tax rate for ordinary  income.  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,  without
par value,  which may be issued in any number of series.  The Board of  Trustees
may, from time to time, issue other series,  the assets and liabilities of which
will be  separate  and  distinct  from any  other  series.  The  Board  may also
authorize the issuance of additional classes of shares for an existing series.
The fiscal year of the Fund ends on December 31.

                                       15
<PAGE>
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 a whole (e.g.,  election or removal
of Trustees). Voting rights are not cumulative, so that the holders of more than
50% of the shares  voting in any  election of  Trustees  can, if they so choose,
elect all of the  Trustees.  While the Trust is not required and does not intend
to hold annual  meetings of  shareholders,  such  meetings  may be called by the
Trustees  in their  discretion,  or upon demand by the holders of 10% or more of
the  outstanding  shares of the Trust for the  purpose of  electing  or removing
Trustees.

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) 263-6452.









                                       16
<PAGE>



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission