ADVISORS SERIES TRUST
497, 1999-03-05
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                             EDGAR LOMAX VALUE FUND
                                       ELC




                                   PROSPECTUS

                                  MARCH 1, 1999



<PAGE>
                             EDGAR LOMAX VALUE FUND


                                   PROSPECTUS


     The EDGAR  LOMAX VALUE FUND  invests in value  stocks for growth of capital
and also income.

     This Prospectus  contains basic information that you should know before you
invest. Please read it and keep it for future reference.



                                TABLE OF CONTENTS

        Goal and Strategy........................................   2
        Fund Performance.........................................   2
        Expense Table............................................   3
        Management of the Fund...................................   4
        Investor Guide...........................................   6
        Services Available to Shareholders.......................   8
        How to Redeem Your Shares................................   8
        Distributions and Taxes..................................  10
        Financial Highlights.....................................  11












THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.




                                  March 1, 1999
<PAGE>
                                GOAL AND STRATEGY

WHAT IS THE FUND'S GOAL?

The Fund seeks growth of capital and also income.

HOW WILL THE FUND TRY TO REACH ITS GOAL?

The Edgar Lomax Company (the  "Advisor")  uses a disciplined  approach to select
stocks for the Fund's  portfolio  that it believes are  undervalued,  reasonably
priced and have  prospects for  continued  consistent  growth.  The 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  Advisor  expects  the Fund's  portfolio  to hold at least 20% of the stocks
comprising the Standard & Poor's 100 Index, a  capitalization-weighted  index of
100 stocks from a broad  range of  industries.  The advisor  does not expect the
Fund's annual turnover rate to exceed 50%.

Normally,  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,  Standard &
Poor's  Depositary  Receipts  ("SPDRs"),  rights and  warrants.  If the  Advisor
believes that market conditions warrant a temporary defensive posture,  the Fund
may invest without limit in high quality,  short-term  debt securities and money
market  instruments.  At such  times,  the Fund would not be  seeking  growth of
capital.

WHAT ARE THE PRINCIPLE RISKS OF INVESTING IN THE FUND?

The value of your  investment  in the Fund will go up and down as the  stocks in
the Fund's  portfolio  change in price.  The  prices of the  stocks the  Advisor
selects may fall.  Also, the stock market may decline  suddenly and for extended
periods.

By itself, the Fund is not a complete, balanced investment plan. And no fund can
guarantee that it will achieve its goal. When you sell your shares, you may lose
money.  An  investment  in the Fund is not a bank  deposit and is not insured or
guaranteed by the FDIC or any other government agency.


                                FUND PERFORMANCE

The following performance information indicates some of the risk of investing in
the Fund.  The bar chart shows the Fund's total  return for calendar  year 1998,
its only full  calendar year of  operation.  The table shows the Fund's  average
return over time compared with a broad-based market index. This past performance
is no guarantee of future results.

Calendar Year Total Returns
- ---------------------------

   1998        During the period of time  displayed  in the
   ----        bar chart, the Fund's best quarter was first
  10.87%       quarter 1998, up 8.46% and its worst quarter
               was third quarter 1998, down 6.68%.

                                       2
<PAGE>
Average Annual Total Returns
- ----------------------------
as of December 31, 1998

                                      1 Year           Since Inception
                                                      December 12, 1997

Edgar Lomax Value Fund                 10.87%               12.07%
S&P 500 Index                          28.59%               29.25%
S&P/Barra Value Index                  14.68%               15.92%

The S&P 500 Index is an  unmanaged  market  value  weighted  index of 500 stocks
designed to represent the broad domestic economy.

The  S&P/Barra  Value Index is an unmanaged  capitalization-weighted  index that
contains approximately 50% of the stocks in the S&P 500 with lower price-to-book
ratios.

                                  EXPENSE TABLE

You pay certain  fees and  expenses  as an  investor 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........................................    1.00%
Other Expenses..................................................    3.67%
                                                                   -----
Total Annual Fund Operating Expenses............................    4.67%
                                                                   -----
Expense reimbursements1 ........................................   (2.92)%
                                                                   -----
Actual operating expenses.......................................    1.75%
                                                                   =====

(1) The Advisor  has  contractually  agreed to waive its fees  and/or  reimburse
expenses in order to limit the Fund's total annual operating expenses (excluding
interest and tax  expenses)  to 1.75%.  The Advisor has also agreed to limit the
Fund's expenses to 1.50% once the Fund's total net assets reach $7 million,  and
to 1.25%  once total net  assets  reach $12  million.  This  contract's  term is
indefinite.

EXPENSE EXAMPLE

This  Example  will help you compare the cost of  investing in the Fund with the
cost of  investing in other mutual  funds.  It is based on the annual  operating
expenses  shown above,  and it assumes that these  expenses will remain the same
over the time periods  shown.  It also  assumes  that you make a single  $10,000
investment  in the Fund to start  with and that you earn a 5% return  each year.
Finally, it assumes that you redeem all of your shares at the end of each of the
time periods. Again, this Example is hypothetical,  and your actual expenses may
be higher or lower.

               1 YEAR            3 YEARS          5 YEARS          10 YEARS
               ------            -------          -------          --------
                $177              $550             $946             $2,054

                                       3
<PAGE>
                             MANAGEMENT OF THE FUND

THE ADVISOR

The Fund's 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 Advisor) is the President and Chief Investment  Officer of the
Advisor and has been active in investment  management with the Advisor since its
founding.

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.
The  Advisor's  management  fee as a percentage  of average net assets is 1.00%.
During the last fiscal period the Advisor waived its entire management fee.

YEAR 2000 RISK

Like other business  organizations around the world, the Fund could be adversely
affected  if the  computer  systems  used by its  investment  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
Problem."  Failure of computer systems used for securities  trading could result
in settlement and liquidity  problems for the Fund and  investors.  That failure
could have a negative  impact on  handling  securities  trades and  pricing  and
accounting services.  Additionally,  the services provided to the Fund depend on
the interaction of computer systems with those of brokers,  information  vendors
and other  parties;  therefore,  any  failure of the  computer  systems of those
parties may cause service problems for the Fund. In addition, this situation may
negatively affect the companies in which the Fund invests and consequently,  the
value of the Fund's shares. The Board of Trustees of the Fund has adopted a Year
2000 Project Plan that is  reasonably  designed to address the Year 2000 Problem
with respect to the  Advisor's and other service  providers'  computer  systems.
Included in the Year 2000 Project Plan is a  contingency  plan for the retention
of other service providers to replace those services providers whose performance
in converting to Year 2000 compliant data  processing  equipment has been deemed
to be less than satisfactory.  There can be no assurance that these actions will
be sufficient to avoid any adverse  impact on the Fund.  The extent of that risk
cannot be ascertained at this time.

PRIOR PERFORMANCE OF THE ADVISOR

The  following  table sets forth  composite  performance  data  relating  to the
historical performance of private accounts,  each of which exceeds $1 million in
market  value,  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 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 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,



* 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  advisers.   These  AIMR
performance  presentation  standards  are  intended to (i) promote full and fair
presentations  by investment  advisers of their  performance  results,  and (ii)
ensure  uniformity  in  reporting  so that  performance  results  of  investment
advisers are directly comparable.

                                       4
<PAGE>
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 Advisor without  provision for federal or
state income taxes.  Custodial  fees, if any, were generally not included in the
calculation.   The  Advisor's   composite   includes  all  actual,   fee-paying,
discretionary  private  accounts with assets in excess of $1 million  managed by
the 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
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  value at the  beginning  of the period) 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  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  private  accounts  included in the
composite had been regulated as investment companies.

The  investment  results of the Advisor's  composite  presented  below have been
reviewed  and  verified  (for an AIMR Level II  examination)  by an  independent
auditing  firm,  to be  computed in  accordance  with  Performance  Presentation
Standards  of AIMR,  but they are not intended to predict or suggest the returns
that might by  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 YEAR ENDED                    ADVISOR'S COMPOSITE                S&P 500*
- --------------                    -------------------                --------
December 31, 1994                         3.38%                        1.30%

December 31, 1995                        45.74%                       37.53%

December 31, 1996                        22.04%                       22.99%

FOR THE PERIOD

January 1 - September 30, 1997**         26.22%                       29.58%

January 1, 1994 - September 30, 1997

     Annualized Return                   25.17%                       23.70%

     Cumulative                         132.09%                      122.04%

* 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.

** Not annualized.

                                       5
<PAGE>
                                 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)
263-6438.

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 Edgar Lomax Value Fund) to the Fund's  Shareholder
Servicing Agent, American Data Services, Inc., at the following address:

Edgar Lomax Value Fund
P.O. Box 640947
Cincinnati, OH 45264-0947

If you wish to send your  Application  Form and check via an overnight  delivery
service (such as Federal Express), you should use the following address:

Edgar Lomax Value 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) 263-6438  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 Edgar Lomax Value Fund
DDA #488840257
for further credit to [your name and account number]

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

YOU MAY PURCHASE SHARES THROUGH AN INVESTMENT BROKER OR DEALER

You may be able to invest in and redeem shares of the Fund through an investment
broker  or  dealer,   if  the  broker/dealer  has  made  arrangements  with  the
Distributor.  The  broker/dealer  is authorized to designate  intermediaries  to
accept orders on the Fund's behalf. The broker/dealer or the authorized designee
may  place an order  for you with the Fund and the Fund  will be  deemed to have
received the order when the  authorized  broker/dealer  or  authorized  designee
accepts  the order.

                                       6
<PAGE>
The  price  you will pay will be the net asset  value  which is next  calculated
after  the  acceptance  of the  order  by the  authorized  broker/dealer  or the
authorized  designee.  A  broker/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  broker/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  broker/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 $100.  However,  if you are investing in an Individual  Retirement
Account ("IRA"),  or you are starting an Automatic  Investment Plan (see below),
the  minimum   initial  and   subsequent   investments   are  $1,000  and  $100,
respectively.

SUBSEQUENT INVESTMENTS

You may purchase additional shares of the Fund by sending a check, with the stub
from an account statement,  to the Fund at the address above.  Please also write
your  account  number on the  check.  If you do not have a stub from an  account
statement,  you can write your name,  address and  account  number on a separate
piece of paper and  enclose it with your check.  If you want to send  additional
money for  investment by wire, it is important for you to call the Fund at (888)
263-6438. You may also make additional purchases through an investment broker or
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,  generally 4:00
p.m.,  Eastern time. A check or wire received  after the NYSE closes is invested
at the next calculated net asset value of the Fund.

HOW DOES THE FUND PRICE ITS SHARES?

The price of the Fund's shares is its net asset value. In calculating  this, the
Fund values its portfolio  securities at current  market  values,  if available.
When market quotations are not readily available,  securities are valued at fair
value as determined by the Fund's Board of Trustees. The Fund does not price its
shares on days during which the NYSE is closed for trading.

OTHER INFORMATION

The  Fund's  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 its  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
                                       7
<PAGE>
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.

                       SERVICES AVAILABLE TO SHAREHOLDERS

RETIREMENT PLANS

You may obtain  prototype  IRA plans 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 $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 next calculated 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:

Edgar Lomax Value Fund
150 Motor Parkway, Suite 109
Hauppauge, NY 11788-0132

                                       8
<PAGE>
SIGNATURE GUARANTEE

If the value of the shares you wish to redeem exceeds  $100,000,  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) 263-6438 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

                                       9
<PAGE>
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,  promptly, 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  income  tax
purposes.  Due to the relatively high cost of maintaining smaller accounts,  the
shares in your  account may be redeemed by the Fund,  and the  proceeds  sent to
you, if, due to  redemptions  you have made,  the total value of your account is
reduced to less than $500.  This does not apply to  retirement  plans or Uniform
Gifts or Transfers to Minors  accounts.  If the Fund  determines to make such an
involuntary  redemption,  you will  first  be  notified  that the  value of your
account is less than $500, and you will be allowed 30 days to make an additional
investment  to bring the value of your  account to at least $500 before the Fund
takes any action.

                             DISTRIBUTIONS AND TAXES

DIVIDENDS AND OTHER DISTRIBUTIONS

Dividends from net investment  income, if any, are normally declared and paid by
the Fund in December.  Capital  gains  distributions,  if any, are also normally
made in December,  but the Fund may make an  additional  payment of dividends or
distributions if it deems it desirable at another time during any year.

Dividends and capital gain  distributions  (net of any required tax withholding)
are  automatically  reinvested in additional shares of the Fund at the net asset
value per share on the reinvestment date unless you have previously requested in
writing to the Shareholder Servicing Agent that payment be made in cash.

Any dividend or distribution paid by the Fund has the effect of reducing the net
asset  value per share on the  record  date by the  amount  of the  dividend  or
distribution.  You should  note that a dividend or  distribution  paid on shares
purchased  shortly  before that  dividend or  distribution  was declared will be
subject to income taxes even though the dividend or distribution represents,  in
substance, a partial return of capital to you.

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.  Distributions  designated  as capital  gains
dividends  are taxable as long-term  capital  gains  regardless of the length of
time you have  owned  your Fund  shares.  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.
You should  consult your own tax advisers  concerning  federal,  state and local
taxation of distributions from the Fund.

                                       11
<PAGE>
                              FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you  understand  the Fund's
financial  performance  during  its  past  fiscal  period.  Certain  information
reflects  financial  results for a single fund share.  The total  returns in the
table  represent the rate that an investor would have earned on an investment in
the Fund  (assuming  reinvestment  of all  dividends  and  distributions).  This
information  has been audited by McGladrey & Pullen,  LLP.  Their report and the
Fund's  financial  statements  are included in the Fund's annual report which is
available upon request.

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------
                                                               December 12,
                                                                  1997*
                                                                 Through
                                                             October 31, 1998
                                                             ----------------

Net asset value, beginning of period ......................      $10.00
                                                                 ------

Income from investment operations:
  Net investment income ...................................        0.07
  Net realized and unrealized gain on securities ..........        0.72
                                                                 ------
Total from investment operations ..........................        0.79
                                                                 ------

Less distributions:
  Dividends from net investment income ....................       (0.01)

Net asset value, end of period ............................      $10.78
                                                                 ======

Total return                                                       7.89%+

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) .....................     $ 3,294

Ratio of expenses to average net assets ...................        1.75%++
Ratio of net investment income to average net assets ......        0.81%++

Portfolio turnover rate ...................................       32.71%

* Commencement of operations.

++ Annualized.  These figures  reflect the effect of the Advisor's  agreement to
waive its fees and/or reimburse Fund expenses.

+ Not annualized.

                                       12
<PAGE>
                              FOR MORE INFORMATION

         The  Statement  of  Additional  Information  (SAI)  includes
         additional information about the Fund.

         The Fund's annual and  semi-annual  reports to  shareholders
         contain additional information about the Fund's investments.
         The  annual  report  includes  a  discussion  of the  market
         conditions and  investment  strategies  which  significantly
         affected the Fund's performance during its last fiscal year.

         The SAI and  shareholder  reports  are  available  free upon
         request. To request them or other information, or to ask any
         questions, please call or write:

                                 1-888-263-6438

                             Edgar Lomax Value Fund
                                 P.O. Box 640947
                            Cincinnati, OH 45264-0947
                            www.edgarlomax.cihost.com

         The SAI and other Fund  information may also be reviewed and
         copied at the SEC's Public Reference Room in Washington, DC.
         Call 1-800-SEC-0330 for information about its operations.

         Reports and other Fund information are also available on the
         SEC's  Internet site at  http://www.sec.gov.  Copies of this
         information  may be  obtained,  upon  payment  of the proper
         duplicating  fees, by writing to the SEC's Public  Reference
         Section, Washington, DC 20549-6009.

         The Fund's SEC File Number is 811-07959.


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