ADVISORS SERIES TRUST
N-30D, 1999-05-25
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                                     CHASE
                                     GROWTH
                                      FUND






                                  Semi - Annual
                                     Report
                              dated March 31, 1999

                                   ----------
                         Chase Investment Counsel Corp.
                               300 Preston Avenue
                                    Suite 403
                      Charlottesville, Virginia 22902-5091

                              Advisor: 804-293-9104
                      Shareholder Servicing: 888-861-7556

<PAGE>
                               CHASE GROWTH FUND

May 5, 1999

Dear Fellow Shareholders:
                                                [PHOTO OF DERWOOD S. CHASE, JR.]

      Let me start our Semi-Annual review for the period ended March 31, 1999 by
welcoming our new  shareholders.  As I write, 150 shareholders have $6.7 million
invested in our new Chase Growth Fund (inCGFld). We appreciate the trust each of
you has  placed  in our  management  and we are  working  very hard to earn your
continued confidence.

      For the period  ended March 31, 1999 our Fund  enjoyed a (before and after
tax) total  return of 21.45%  compared  with 18.44% for the Standard & Poor(TM)s
i.500lP  Composite Stock Price Index (the itS&P 500lP) and 17.52% for the Lipper
30 Growth  Fund Index.  On March 31, 92% of our Fund was  invested in 32 stocks.
Our heaviest industry  concentrations  were in Computer  Hardware,  Software and
Services,  Retail,  Financial Services (including Insurance),  Drugs and Leisure
Time.  During  the last six  months our best  performing  stocks  were EMC Corp.
+122.7%,  TJX Companies  +90.9%,  Cisco Systems +77.3%,  Wal-Mart Stores +68.8%,
Microsoft +62.9%,  Lexmark  International  +61.4%,  Home Depot +57.6%,  American
International  Group  +53.9%,  Ross Stores  +53.1% and  Carnival  Corp.  +52.7%.
Several  new  purchases  during  the period  also  helped  performance  with MCI
Worldcom +117.8%, Harley Davidson +46.4% and Biogen +44%.

We  are  a  bottom-up  stock  picking  firm.  Our  investment  process  combines
fundamental,   quantitative,  and  technical  research.  We  seek  good  quality
companies  that are  leaders  in  their  industries  and  enjoy  above  average,
sustainable  earnings growth,  strong balance sheets,  and reasonable prices. We
believe  that the CGF  companies  represent  relatively  outstanding  investment
opportunities.  In the  table  below,  we  compare  the  characteristics  of our
Fund(TM)s  stocks to the S&P 500. On average the CGF stocks  have  enjoyed  more
consistent and  substantially  higher five year earnings growth rates of 24% vs.
15% for the S&P 500. They are  significantly  more  profitable  with a Return on
Equity of 32% vs.  20%,  and have  stronger  balance  sheets  with Debt to Total
Capital of 13% vs. 33%,  yet they sell at only a moderate 23% premium to the S&P
500(TM)s  price/earnings  multiple  based  on 1999  estimated  earnings.  Though
pricey,  our stocks are selling at only 1.58x their five year historical  growth
rates compared to 2.05x for the S&P 500.

                      CHASE GROWTH FUND STOCKS VS. S&P 500

March 31, 1999                         Chase Growth Fund Stocks         S&P 500
- --------------                         ------------------------         -------

Last 5 Year Earnings Growth                        24%                     15%
Return on Equity                                   32%                     20%
Debt/Total Capital                                 13%                     33%
Reinvestment Rate                                  27%                     12%
Weighted Avg. Capitalization (Billions)          94.4                   101.3
Price/Earnings Estimated '99                     37.8                    30.8
Weighted Avg. Beta (Volatility)                  1.02                    1.00

Source:  Chase  Investment  Counsel.   This  information  is  based  on  certain
assumptions  and  historical  data and is not a prediction of future results for
the Fund or  companies  held in the  Fund(TM)s  portfolio.  S&P 500 earnings are
based on reported figures after write-offs.
<PAGE>
         The stock market  continues to be a  Supply/Demand  driven  market with
liquidity being much more important than fundamentals. Mutual fund cash reserves
are low, but money flows (buying)  continue to be fairly strong.  Though off 33%
from'98,  year-to-date  equity fund net  inflows  were $46  billion.  As long as
overall equity  purchases  (including  corporate  purchases of their own shares)
exceed selling and new stock offerings,  supply/demand  dynamics remain bullish.
It usually does not pay to fight the Federal Reserve when they are expanding the
money  supply.  At these  levels we expect  the market to be more  volatile  and
sometime  this  year  or  next  we  should   certainly  expect  a  full  fledged
intermediate term correction  (15-20%).  However, we are mindful of studies that
point out that  completely  withdrawing  from stocks is very  hazardous too. For
instance,  in one forty year period if you had missed only 6% of the months (the
best ones) you would have  missed  100% of the return in excess of  T-bills.  We
assume most of our shareholders  have some reserves.  Since the CGF is an equity
fund we are reluctant to stay below 90% invested, even when we are cautious.

         Helped by the wealth effect of a strong stock market,  retail sales and
the economy in general have been stronger than expected.  Inflation and interest
rates remain low and corporate  earnings  growth is resuming.  Worldwide  excess
capacity,  global  deflation  and  substantial  expenditures  to solve Year 2000
problems are expected to continue  placing  pressure on profit  margins.  Fourth
quarter  profits were only up a little over 2%,  despite a 6% rise in GDP.  With
GDP unexpectedly  strong during the first quarter (up about 4%), earnings growth
seems to be  accelerating.  Some of the most outstanding long term growth stocks
are priced ahead of their  corporate  progress and are vulnerable to significant
short  term  corrections.  We  continue  to  emphasize  "A"  rated  stocks  with
volatility  (beta)  close  to 1.02  in this  period  of  unprecedentedly  narrow
leadership.

         In our 41st year, we are the oldest independent investment counsel firm
domiciled in Virginia.  For our  customized  separate  accounts,  we manage $800
million  for 70  clients  in twenty  states.  We intend  to  continue  serving a
relatively small number of separate  accounts.  The Chase Growth Fund is managed
by the same senior portfolio  managers,  David Scott and myself, that manage our
large  separate  accounts.  As a smaller Fund, we have much more  flexibility in
buying  and  selling  a broad  array of  large  and  mid-cap  stocks  without  a
significant  market impact.  As part of a new fund,  shareholders are not buying
into a  portfolio  which  already  has  substantial  imbedded  capital  gain tax
liabilities  on gains new  shareholders  did not even enjoy.  There were no 1998
capital  gains taxes for the CGF.  We plan to manage it so as to reduce  capital
gains taxes and we expect most future net capital gains will be long term.

         As the largest CGF shareholder I can assure you that we will be working
very hard to find,  analyze  and invest in  relatively  attractive  stocks.  The
officers  and  employees of Chase  Investment  Counsel  Corp.,  most of whom are
fellow  shareholders,  appreciate  your confidence and we look forward to a long
investment relationship together.

                                 TOP 10 HOLDINGS
         1. EMC Corp.                                 6.  Home Depot
         2. Microsoft                                 7.  Carnival Corp.
         3. TJX Companies                             8.  Intel
         4. American International Group              9.  Wal-Mart Stores, Inc.
         5. Schering-Plough Corp.                     10.  Lexmark International


/s/ Derwood S. Chase, Jr.

Derwood S. Chase, Jr., President
Chase Investment Counsel Corporation
<PAGE>
The S&P 500 Composite Stock Price Index is an unmanaged  capitalization-weighted
index of 500 stocks designed to represent the broad domestic economy.

The Lipper 30 Growth  Fund Index is  comprised  of the 30 largest  growth  funds
tracked  by  Lipper,  Inc.  Lipper,  Inc.  defines a growth  fund as a fund that
normally  invests  in  companies  with  long-term   earnings  expected  to  grow
significantly  faster  than  earnings  of the  stocks  represented  in the major
unmanaged stock indices.

The Chase Growth Fund's annual  average total return from  inception on December
2, 1997 through  March 31, 1999 was 28.08% (after  capping  expenses at 1.48% of
average net assets annually) compared to the S&P 500 and Lipper 30 Index average
annual total returns of 25.36% and 23.43%, respectively for the same period.

Performance   Figures  of  the  fund  and  indexes  referenced   represent  past
performance  and are not  indicative  of future  performance  of the fund or the
indexes. Share value will fluctuate so that an investor's shares, when redeemed,
may be worth  more or less than the  original  investment.  Indexes  do no incur
expenses and are not available for investment.

The Fund is distributed by First Fund Distributors, Inc., Phoenix, AZ. Member
NASD.
<PAGE>
                                CHASE GROWTH FUND

PORTFOLIO OF INVESTMENTS AT MARCH 31, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
Shares    COMMON STOCKS: 92.86%                                     Market Value
- --------------------------------------------------------------------------------
          ADVERTISING: 1.26%
1,000     The Interpublic Group of Companies, Inc...................   $ 77,875
                                                                       --------
          AIRLINES: 1.91%
5,000     Comair Holdings, Inc......................................    118,281
                                                                       --------
          AUTO/AUTO PARTS: 1.05%
3,000     Gentex Corp.*.............................................     64,688
                                                                       --------
          BIOTECHNOLOGY: 4.19%
  950     Biogen Inc................................................    108,567
1,700     Genentech, Inc.*..........................................    150,663
                                                                       --------
                                                                        259,230
                                                                       --------
          BUILDING: 4.34%
4,304     The Home Depot, Inc.......................................    267,924
                                                                       --------
          COMPUTER - SEMICONDUCTORS: 4.04%
1,100     Intel Corporation.........................................    249,638
                                                                       --------
          COMPUTER HARDWARE: 5.79%
2,800     EMC Corporation*..........................................    357,700
                                                                       --------
          COMPUTER NETWORKING: 3.28%
1,850     Cisco Systems, Inc........................................    202,748
                                                                       --------
          COMPUTER SOFTWARE AND SERVICES: 11.15%
3,100     BMC Software, Inc.*.......................................    114,991
2,050     Lexmark International Group, Inc.*........................    229,088
3,850     Microsoft Corporation*....................................    344,936
                                                                       --------
                                                                        689,015
                                                                       --------
          DRUGS: 10.79%
2,600     Bristol-Myers Squibb Company..............................    167,213
1,450     Pfizer, Inc...............................................    201,188
5,400     Schering-Plough Corporation...............................    298,688
                                                                       --------
                                                                        667,089
                                                                       --------
          ELECTRICAL EQUIPMENT: 1.64%
  650     Nokia Corporation - ADR...................................    101,237
                                                                       --------

4
<PAGE>
                                CHASE GROWTH FUND

PORTFOLIO OF INVESTMENTS AT MARCH 31, 1999 (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------
Shares                                                              Market Value
- --------------------------------------------------------------------------------
        FINANCE/BANKS: 2.30%
1,600   Northern Trust Corporation..................................   $142,150
                                                                       --------
        FINANCIAL SERVICES: 3.91%
2,500   Federal National Mortgage Association*......................    173,125
1,200   Federal Home Loan Mortgage Corporation*.....................     68,550
                                                                       --------
                                                                        241,675
                                                                       --------
        INSURANCE - LIFE/HEALTH: 1.31%
2,130   Protective Life Corporation.................................     80,674
                                                                       --------
        INSURANCE - PROPERTY/CASUALTY: 5.04%
2,580   American International Group, Inc...........................    311,213
                                                                       --------
        LEISURE TIME: 7.02%
5,500   Carnival Corporation........................................    267,094
2,900   Harley-Davidson, Inc........................................    166,750
                                                                       --------
                                                                        433,844
                                                                       --------
        MEDICAL SUPPLIES: 0.56%
1,300   STERIS Corporation..........................................     34,613
                                                                       --------
        RETAIL: 5.93%
1,750   The Gap, Inc................................................    117,797
2,700   Wal-Mart Stores, Inc........................................    248,905
                                                                       --------
                                                                        366,702
                                                                       --------
        RETAIL - SPECIALTY: 6.66%
1,800   Ross Stores, Inc............................................     78,694
9,800   The TJX Companies, Inc......................................    333,199
                                                                       --------
                                                                        411,893
                                                                       --------
        RETAIL DRUG STORES: 3.57%
7,800   Walgreen Co.................................................    220,349
                                                                       --------
        RETAIL - GROCERS: 5.84%
2,900   Albertson's, Inc............................................    157,506
3,400   The Kroger Co.*.............................................    203,575
                                                                       --------
                                                                        361,081
                                                                       --------
        TELECOMMUNICATIONS: 1.29%
  900   MCI WORLDCOM, Inc.*.........................................   $ 79,677
                                                                       --------

                                                                               5
<PAGE>
                                CHASE GROWTH FUND

PORTFOLIO OF INVESTMENTS AT MARCH 31, 1999 (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------
    Shares                                                          Market Value
- --------------------------------------------------------------------------------

                   Total Common Stocks (cost $3,976,051)............ $5,739,296
                                                                     ----------

Principal Amount   SHORT-TERM INVESTMENTS: 9.90%
- --------------------------------------------------------------------------------
    $611,667       Star Treasury Fund, 4.95%, (cost $611,667).......    611,667
                                                                     ----------
                   Total Investments in Securities (cost
                     $4,587,718+): 102.76% .........................  6,350,963
                   Liabilities in excess of Other Assets: (2.76)%...   (170,610)
                                                                     ----------
                   TOTAL NET ASSETS: 100.0% ........................ $6,180,353
                                                                     ==========


+At March 31, 1999, the cost of securities for Federal tax purposes was the same
as the basis for financial reporting.  Unrealized  appreciation and depreciation
of securities were as follows:

                     Gross unrealized appreciation.................. $1,781,353
                     Gross unrealized depreciation..................    (18,109)
                                                                     ----------
                           Net unrealized appreciation.............. $1,763,244
                                                                     ==========



See Notes to Financial Statements.

6
<PAGE>
                                CHASE GROWTH FUND

STATEMENT OF ASSETS AND LIABILITIES AT MARCH 31, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
ASSETS
  Investments in securities, at value (identified cost $4,587,718)   $6,350,963
  Receivables
  Due from Advisor ...............................................        5,618
  Dividends and interest .........................................        2,778
  Prepaid expenses ...............................................        6,967
                                                                     ----------
       Total assets ..............................................    6,366,325
                                                                     ----------
LIABILITIES
  Payables
  Administration fees ............................................        2,598
  Investment securities purchased ................................      173,999
  Accrued expenses ...............................................        9,376
                                                                     ----------
       Total liabilities .........................................      185,972
                                                                     ----------
NET ASSETS .......................................................   $6,180,353
                                                                     ==========
  NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE
    ($6,180,353/445,505 shares outstanding;
    unlimited number of shares authorized, par value $0.01) ......   $    13.87
                                                                     ==========

SOURCE OF NET ASSETS
  Paid-in capital ................................................   $4,822,989
  Dividends in excess of net investment loss .....................       (5,569)
  Net investment loss ............................................      (15,198)
  Accumulated net realized loss on investments ...................     (364,373)
  Net unrealized appreciation on investments .....................    1,742,504
                                                                     ----------
       Net assets ................................................   $6,180,353
                                                                     ==========


See Notes to Financial Statements.

                                                                               7
<PAGE>
                                CHASE GROWTH FUND

STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MARCH 31, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
 Income
   Dividends ...................................................    $    11,802
   Interest ....................................................         11,613
                                                                    -----------
       Total income ............................................         23,415
                                                                    -----------
 Expenses
   Advisory fees (Note 3) ......................................         26,089
   Administration fees (Note 3) ................................         14,959
   Professional fees ...........................................         12,865
   Fund accounting fees ........................................          3,982
   Other .......................................................          3,948
   Transfer agent fees .........................................          3,740
   Custody fees ................................................          2,043
   Reports to shareholders .....................................          1,496
   Trustee fees ................................................          1,228
   Registration fees ...........................................            783
     Total expenses ............................................         71,133
     Less, advisory fee waiver and absorption (Note 3) .........        (32,521)
                                                                    -----------
     Net expenses ..............................................         38,612
                                                                    -----------
       NET INVESTMENT LOSS .....................................        (15,198)
                                                                    -----------

REALIZED AND UNREALIZED LOSS ON INVESTMENTS
   Net realized loss from security transactions ................       (163,371)
   Net change in unrealized appreciation on investments ........      1,480,486
                                                                    -----------
     Net realized and unrealized gain on investments ...........      1,317,115
                                                                    -----------
       NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ....    $ 1,301,917
                                                                    ===========



See Notes to Financial Statements.

8
<PAGE>
                                CHASE GROWTH FUND

STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
                                                                  Six Months      December 2, 1997*
                                                                    Ended             through
                                                               March 31, 1999#   September 30, 1998
- ---------------------------------------------------------------------------------------------------
<S>                                                              <C>                 <C>
INCREASE IN NET ASSETS FROM
OPERATIONS
  Net investment loss .......................................    $  (15,198)         $   (4,214)
  Net realized loss on security transactions ................      (163,371)           (191,647)
  Net change in unrealized appreciation on investments ......     1,480,486             222,098
                                                                 ----------          ----------
     NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS         1,301,917              26,237
                                                                 ----------          ----------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
  From net investment income ................................            --              (1,355)
  From net realized gains ...................................            --                  --
                                                                 ----------          ----------
     Total dividends and distribution to shareholders .......            --              (1,355)

CAPITAL SHARE TRANSACTIONS
  Net increase in net assets derived from net change in
   outstanding shares(a) ....................................       837,889           3,954,535
  Cost basis adjustment .....................................        30,565                  --
                                                                 ----------          ----------
     TOTAL INCREASE IN NET ASSETS ...........................     2,170,371           3,979,417

NET ASSETS
Beginning of period .........................................     4,009,982              30,565(b)
                                                                 ----------          ----------
END OF PERIOD ...............................................    $6,180,353          $4,009,982
                                                                 ==========          ==========

(a) A summary of capital shares transactions is as follows:

                                                            Six Months               December 2, 1997*
                                                               Ended                     through
                                                          March 31, 1999#           September 30, 1998
                                                       ----------------------     -----------------------
                                                       Shares         Value       Shares           Value
                                                       ------         -----       ------           -----
Shares sold ......................................     92,223      $1,121,067     378,450       $3,987,216(b)
Shares issued on reinvestments of
   distributions..................................         --              --         134            1,355
Shares redeemed...................................    (22,061)       (283,178)     (3,241)         (34,036)
                                                      -------      ----------     -------       ----------
Net increase......................................     70,162      $  837,889     375,343       $3,954,535
                                                      =======      ==========     =======       ==========
</TABLE>

* Commencement of operations.

# Unaudited.

(b) Excludes  the  unrealized  gain on the tax-free  issuance of Fund shares for
portfolio  securities.  The unrealized gain of $30,565 transferred into the Fund
was credited to unrealized gain.

See Notes to Financial Statements.

                                                                               9
<PAGE>
                                CHASE GROWTH FUND

FINANCIAL HIGHLIGHTS

PER SHARE OPERATING PERFORMANCE
(FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
                                                              Six Months        December 2, 1997*
                                                                Ended               through
                                                            March 31, 1999#     September 30, 1998
- --------------------------------------------------------------------------------------------------
<S>                                                              <C>                  <C>
Net asset value, beginning of period .........................   $10.68               $10.00
                                                                 ------               ------
Income from investment operations:
   Net investment loss .......................................       --                (0.01)
   Net realized and unrealized (loss) gain on investments.....     3.19                 0.70
                                                                 ------               ------
Total from investment operations .............................     3.19                 0.69
                                                                 ------               ------

Less distributions:
   From net investment income ................................       --                (0.01)
                                                                 ------               ------
Total from distributions .....................................       --                (0.01)
                                                                 ------               ------

Net asset value, end of period ...............................   $13.87               $10.68

TOTAL RETURN .................................................    29.87%                6.91%++

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ........................   $6,180               $4,010

Ratio of expenses to average net assets
   Before expense reimbursement ..............................     2.72%+               3.98%+
   After expense reimbursement ...............................     1.48%+               1.47%+

Ratio of net investment loss to average net assets
   After expense reimbursement ...............................    (0.58%)+             (0.17%)+

Portfolio turnover rate ......................................    18.91%               54.49%
</TABLE>

*  Commencement of operations.

++ Not Annualized.

+  Annualized.

#  Unaudited.


See Notes to Financial Statements.

10
<PAGE>
                                CHASE GROWTH FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION

      The Chase  Growth  Fund  (the  "Fund")  is a series of shares of  Advisors
Series Trust (the "Trust"), which is registered under the Investment Company Act
of 1940 as a diversified, open-end management investment company. The Fund began
operations on December 2, 1997. The Fund's objective is growth of capital.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

      The following is a summary of significant accounting policies consistently
followed by the Fund.  These policies are in conformity with generally  accepted
accounting principles.

      A.    SECURITY  VALUATION:  The  Fund's  investments  are  carried at fair
            value.  Securities  listed on an  exchange  or quoted on a  National
            Market  System are valued at the last sale price.  Other  securities
            are  valued  at the mean  between  the last  bid and  asked  prices.
            Securities for which market quotations are not readily available, if
            any,  are  valued  following  procedures  approved  by the  Board of
            Trustees. Short-term investments are valued at amortized cost, which
            approximates market value.

      B.    FEDERAL  INCOME  TAXES:  It is the Fund's  policy to comply with the
            requirements  of the Internal  Revenue Code  applicable to regulated
            investment  companies  and to  distribute  substantially  all of its
            taxable income to its shareholders. Therefore, no federal income tax
            provision is required.

      C.    SECURITY   TRANSACTIONS,   DIVIDENDS  AND  DISTRIBUTIONS:   Security
            transactions  are accounted for on the trade date.  Dividend  income
            and  distributions  to shareholders  are recorded on the ex-dividend
            date. Realized gains and losses on securities sold are determined on
            the basis of identified cost.

      D.    USE OF  ESTIMATES:  The  preparation  of  financial  statements  in
            conformity with generally accepted  accounting  principles requires
            management  to make  estimates  and  assumptions  that  affect  the
            reported  amounts  of  assets  and  liabilities  at the date of the
            financial  statements  and the reported  amounts of  increases  and
            decreases in net assets during the reporting period. Actual results
            could differ from those estimates.

NOTE 3 - INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

      For  the six  months  ended  March  31,  1999,  Chase  Investment  Counsel
Corporation  (the  "Advisor")  provided  the  Fund  with  investment  management
services  under an  Investment  Advisory  Agreement.  The Advisor  furnished all
investment advice, office space, facilities,  and provides most of the personnel
needed by the Fund. As compensation for its services, the Advisor is entitled to
a monthly  fee at the  annual  rate of 1.00%  based upon the  average  daily net
assets of the Fund.  For the six months ended March 31, 1999,  the Fund incurred
$25,919 in Advisory Fees.

      The Fund is responsible  for its own operating  expenses.  The Advisor has
agreed  to  reduce  fees  payable  to it by the Fund  and to pay Fund  operating
expenses to the extent  necessary to limit the Fund's aggregate annual operating
expenses to 1.48% of average net assets (the "expense cap"). Any such reductions
made by the  Advisor  in its fees or payment  of  expenses  which are the Fund's
obligation  are  subject  to  reimbursement  by the Fund to the  Advisor,  if so
requested by the  Advisor, in  subsequent fiscal  years if the  aggregate amount

                                                                              11
<PAGE>
                                CHASE GROWTH FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------

actually  paid by the Fund toward the  operating  expenses  for such fiscal year
(taking  into  account the  reimbursement)  does not exceed 1.48% of average net
assets  annually.  The  Advisor  is  permitted  to be  reimbursed  only  for fee
reductions and expense  payments made in the previous three fiscal years, but is
permitted  to look back five  years and four  years,  respectively,  during  the
initial  six  years  and  seventh  year  of  the  Fund's  operations.  Any  such
reimbursement  is also  contingent upon Board of Trustees review and approval at
the time the reimbursement is made. Such  reimbursement may not be paid prior to
the Fund's payment of current ordinary  operating  expenses.  For the six months
ended March 31, 1999, the Advisor reduced its fees and absorbed Fund expenses in
the amount of $32,521; no amounts were reimbursed to the Advisor.

      Investment Company  Administration,  L.L.C. (the  "Administrator") acts as
the Fund's  Administrator under an Administration  Agreement.  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, transfer agent and accountants;
coordinates  the  preparation and payment of the Fund's 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
minimum fee of $30,000 annually.

      First  Fund  Distributors,  Inc.  (the  "Distributor")  acts as the Fund's
principal  underwriter in a continuous public offering of the Fund's shares. The
Distributor is an affiliate of the Administrator.

      Certain  officers of the Fund are also  officers  and/or  directors of the
Administrator and the Distributor.

NOTE 4 - SECURITIES TRANSACTIONS

      For the six months  ended  March 31,  1999 the cost of  purchases  and the
proceeds  from  sales  of  securities,  excluding  short-term  securities,  were
$2,072,670 and $894,661, respectively. For federal income tax purposes, the Fund
has a capital loss carryforward of $190,969  available to offset realized gains.
This carryforward expires in 2006.


12
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                                     ADVISOR

                         Chase Investment Counsel Corp.
                          300 Preston Avenue, Suite 403
                      Charlottesville, Virginia 22902-5091

                                   ===========

                                   DISTRIBUTOR

                          First Fund Distributors, Inc.
                       4455 E. Camelback Road, Suite 261-E
                             Phoenix, Arizona 85018

                                   ===========

                                    CUSTODIAN

                               Firstar Bank, N.A.
                           425 Walnut Street, M/L 6118
                             Cincinnati, Ohio 45202

                                   ===========

                                 TRANSFER AGENT

                          American Data Services, Inc.
                                  P.O. Box 5536
                         Hauppauge, New York 11788-0132

                                   ===========

                                  LEGAL COUNSEL

                      Paul, Hastings, Janofsky & Walker LLP
                              345 California Street
                         San Francisco, California 94104


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