ADVISORS SERIES TRUST
N-30D, 1999-08-24
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                              THE AVATAR ADVANTAGE
                                  BALANCED FUND







                               Semi-Annual Report


                                  June 30, 1999
<PAGE>
August 1999

Dear Shareholder,

     We are pleased to report on the progress of The Avatar  Advantage  Balanced
Fund for the six months  ended June 30,  1999.  For the period,  Avatar's  asset
allocation  philosophy-  participating  in market gains during  market  upswings
while  protecting those gains against loss during market  downturns-  helped the
Fund realize a total return of 2.85% (not  including  the sales  charge).  Other
market indices for the same period were as follows:

S&P 500 Index                                         12.40%
Dow Jones Industrials                                 20.50%
NASDAQ Composite                                      22.90%
Russell 2000 Index                                     9.30%
Lehman Brothers Govt./Corp. Bond  Index               (2.30)%

For the first half of the year,  Avatar maintained  significant  equity and bond
positions.  Our  exposure  generally  ranged  between  55% and 65%  invested  in
equities, 30% to 40% in bonds and the remainder in cash.

1999 -- THE FIRST SIX MONTHS IN REVIEW

The year began with all eyes on Dow 10,000,  a mark not reached until April 4 of
this year.  Four  weeks  later,  the Dow hit  11,000.  The road to these  record
heights was not a smooth,  straightforward  trajectory;  it was characterized by
fits and  starts  that  never  seemed  to mesh,  particularly  during  the first
quarter.  During the journey,  market  leadership  shifted  from the  technology
sector to the old standby,  cyclical stocks on the domestic  front.  This period
saw the  second  impeachment  trial of a sitting  President-which  ended  with a
wimper. Internationally,  the war in Kosovo began and concluded successfully for
the U.S.  and its allies.  The U. S.  economy  continued to churn along with low
inflation, high productivity,  rising wages and low unemployment. GDP came in at
4.2%,  exceeding  expectations  for the first  quarter.  U.S.  government  bonds
interest rates rose as prices declined.  The Asian markets appeared to be coming
out of their  collective  stupor,  led by Japan's  moderate  recovery,  easing a
concern we  expressed  in our last  report.  Europe,  however,  remained  on the
sidelines.  Our equity  portfolio,  heavily  invested in  cyclical,  technology,
energy and financial issues benefited from the change in market leadership.  Our
investment  in bonds  and cash  helped  to lessen  the  effect  of the  market's
volatility  on the  portfolio.  However,  the market's 1 step  forward,  2 steps
backward  performance  made it hard to  correctly  predict  short term trends or
sector leaders, making this a roller coaster market for the faint-hearted.

MARKET OUTLOOK

Corporate   earnings   currently  appear  to  be  poised  to  surpass  analysts'
expectations  and will come in at the low double digit range (up from the single
digit predictions of last year).  Corporations' ability to sustain their profits
is pushing the markets  upward.  Defense firms will be the recipients of federal
largess to replenish  supplies  depleted during the Kosovo action.  Possible tax
cuts, if agreed to by Congress and the President,  will fuel continued  spending

                                        2
<PAGE>
by the consumer  and may carry the economy into the next  millenium on a surging
note.  After some  uncharacteristically  scary economic reports in May, the June
reports were more in line with how most  analysts see the  economy--moderate  to
strong  growth  with low to  non-existent  inflationary  pressures.  The Federal
Reserve's  latest move to raise  interest rates in late June will remind markets
that it is keeping a steady and cautious hand on the economy's  throttle--poised
to act if and when needed. Expectations for growth for the remainder of the year
have been  revised  upward.  Foreign  currencies  continue  to fall  against the
dollar,  translating into falling prices for U.S. companies as they compete with
cheaper imports.  Hopefully,  foreign markets that evaporated for U.S. companies
during the Asian crisis will again  welcome these  companies.  World markets are
following the U.S. business model of consolidation  and cost cutting,  which may
spur stock performance worldwide.

Our models show that the U.S.  economy  should  continue to percolate at a good,
sustainable  level that will not set off  inflationary  or  recessionary  fears.
While no clear sector  leadership has emerged,  we hope the trendless  phase has
passed,  replaced by a general  broadening  of the  markets,  which would in our
view,  assist the market's  ability to absorb any  unexpected bad news. We still
believe that hidden surprises,  most notably Y2K problems, can unduly affect the
economy. For that reason, we remain optimistically cautious.

Sincerely,


/s/ Charles M. White

Charles M. White
Portfolio Manager
President - Avatar Investors Associates Corporation


Past performance is not predictive of future performance.

The Fund's  average annual total return for the period from inception on January
13,  1998  through  June 30, 1999 was 17.54%.  The Fund's  total  return for the
one-year  ended  June 30,  1999 was  12.04%.  If the  maximum  sales  charge was
reflected,  the Fund's  returns for the same periods  would have been 13.89% and
7.00%, respectively.

The S&P 500 Stock Index is a broad market  capitalization-weighted  index of 500
stocks designed to represent the broad domestic economy.

The  Russell  2000  Index is a widely  regarded  small  cap  index of the  2,000
smallest  securities  of the Russell  3000 Index which is comprised of the 3,000
largest U.S. securities as determined by total market capitalization.

The Lehman  Corporate  Bond Index  includes  all  publicly  issued,  fixed-rate,
non-convertible  investment  grade  domestic  corporate  debt  issues  and  also
includes Yankee Bonds.

Indexes do not incur expenses and are not available for direct investment.

                                        3
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

SCHEDULE OF INVESTMENTS AT JUNE 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
     Shares       COMMON STOCKS: 58.07%                             Market Value
- --------------------------------------------------------------------------------
                  AEROSPACE/DEFENSE EQUIPMENT: 1.80%
        400       United Technologies Corporation...............     $   28,675
                                                                     ----------
                  AUTOMOBILES: 0.71%
        200       Ford Motor Company............................         11,288
                                                                     ----------
                  BANKS: 5.29%
        600       Citigroup Inc.................................         28,500
        300       Firstar Corporation...........................          8,400
        300       SouthTrust Corporation........................         11,513
        500       The Bank of New York Company, Inc.............         18,344
        200       The Chase Manhattan Corporation...............         17,325
                                                                     ----------
                                                                         84,081
                                                                     ----------
                  BEVERAGES - NON-ALCOHOLIC: 1.46%
        600       PepsiCo, Inc..................................         23,213
                                                                     ----------
                  BUILDING MATERIALS CHAINS: 0.81%
        200       The Home Depot, Inc...........................         12,888
                                                                     ----------
                  CHEMICALS: 0.86%
        200       E. I. du Pont de Nemours and Company..........         13,663
                                                                     ----------
                  COMPUTER - SOFTWARE: 3.33%
        100       BMC Software, Inc.............................          5,400
        400       Microsoft Corporation*........................         36,075
        200       Xilinx,  Inc.*................................         11,450
                                                                     ----------
                                                                         52,925
                                                                     ----------
                  COMPUTER SERVICES: 1.39%
        100       America Online, Inc...........................         11,050
        200       EMC Corporation*..............................         11,000
                                                                     ----------
                                                                         22,050
                                                                     ----------
                  COSMETICS AND TOLIETRIES: 1.24%
        200       Colgate-Palmolive Company.....................         19,750
                                                                     ----------
                  DIVERSIFIED MANUFACTURING: 3.04%
        300       General Electric Company......................         33,900
        500       Masco Corporation.............................         14,438
                                                                     ----------
                                                                         48,338
                                                                     ----------

See Notes to Financial Statements.

                                        4
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

SCHEDULE OF INVESTMENTS AT JUNE 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
     Shares                                                         Market Value
- --------------------------------------------------------------------------------
                  ELECTRONIC COMPONENTS - SEMICONDUCTORS: 1.59%
        100       Applied Materials, Inc.*......................     $    7,388
        300       Intel Corporation.............................         17,850
                                                                     ----------
                                                                         25,238
                                                                     ----------
                  ENTERTAINMENT: 0.78%
        400       The Walt Disney Company.......................         12,325
                                                                     ----------
                  FINANCE COMPANIES: 1.98%
        300       Federal National Mortgage Association.........         20,513
        100       The Charles Schwab Corporation................         10,988
                                                                     ----------
                                                                         31,500
                                                                     ----------
                  FOOD - MISCELLANEOUS: 0.95%
        300       H. J. Heinz Company...........................         15,038
                                                                     ----------
                  FOOD - RETAIL: 1.25%
        400       Safeway Inc.*.................................         19,800
                                                                     ----------
                  FORESTRY: 0.43%
        100       Weyerhaeuser Company..........................          6,875
                                                                     ----------
                  INSURANCE: 1.68%
        171       American International Group, Inc.............         20,018
        100       The Equitable Companies Incorporated..........          6,700
                                                                     ----------
                                                                         26,718
                                                                     ----------
                  LASER SYSTEMS/COMPONENTS: 1.04%
        100       Uniphase Corporation*.........................         16,600
                                                                     ----------
                  MANUFACTURING: 0.52%
        100       Illinois Tool Works Inc.......................          8,200
                                                                     ----------
                  MANUFACTURING - MISCELLANEOUS: 3.83%
        200       Danaher Corporation...........................         11,625
        300       Maytag Corporation............................         20,906
        300       Tyco International Ltd........................         28,425
                                                                     ----------
                                                                         60,956
                                                                     ----------

See Notes to Financial Statements.

                                        5
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

SCHEDULE OF INVESTMENTS AT JUNE 30, 1999 (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------
     Shares                                                         Market Value
- --------------------------------------------------------------------------------
                  MEDICAL - DRUGS: 3.96%
        300       Bristol-Myers Squibb Company..................     $   21,131
        100       Pfizer, Inc...................................         10,975
        300       Pharmacia & Upjohn, Inc.......................         17,044
        200       Warner-Lambert Company........................         13,875
                                                                     ----------
                                                                         63,025
                                                                     ----------
                  METALS - ALUMINUM: 0.78%
        200       Alcoa Inc.....................................         12,375
                                                                     ----------
                  NATURAL GAS: 0.80%
        300       The Williams Companies, Inc...................         12,769
                                                                     ----------
                  NETWORKING PRODUCTS: 1.22%
        300       Cisco Systems, Inc............................         19,350
                                                                     ----------
                  OIL - INTEGRATED: 0.80%
        200       Schlumberger Limited..........................         12,738
                                                                     ----------
                  PETROLEUM PRODUCTS: 3.72%
        200       Burlington Resources Inc......................          8,650
        200       Enron Corp....................................         16,350
        200       Exxon Corporation.............................         15,425
        300       Texaco Inc....................................         18,750
                                                                     ----------
                                                                         59,175
                                                                     ----------
                  POLLUTION CONTROL: 1.01%
        300       Waste Management, Inc.*.......................         16,125
                                                                     ----------
                  RETAIL - DEPARTMENT STORES: 2.03%
        100       Dayton Hudson Corporation.....................          6,500
        300       The Gap, Inc..................................         15,113
        200       Federated Department Stores, Inc.*............         10,588
                                                                     ----------
                                                                         32,200
                                                                     ----------
                  RETAIL - RESTAURANTS: 0.89%
        500       Wendy's International, Inc....................         14,156
                                                                     ----------
                  RETAIL - SPECIALTY: 0.57%
        200       AnnTaylor,  Inc.*.............................          9,000
                                                                     ----------

See Notes to Financial Statements.

                                        6
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

SCHEDULE OF INVESTMENTS AT JUNE 30, 1999 (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------
     Shares                                                         Market Value
- --------------------------------------------------------------------------------
                  STEEL PRODUCERS: 0.51%
        300       USX Corporation...............................     $    8,100
                                                                     ----------
                  TELECOMMUNICATION SERVICES: 0.95%
        200       GTE Corporation...............................         15,150
                                                                     ----------
                  TELECOMMUNICATIONS EQUIPMENT: 1.55%
        365       Lucent Technologies Inc.......................         24,615
                                                                     ----------
                  TELEPHONE - LONG DISTANCE: 0.45%
        200       Scientific-Atlanta, Inc.......................          7,200
                                                                     ----------
                  TELEPHONE SERVICES: 3.38%
        150       AT&T Corp.....................................          8,372
        600       BellSouth Corporation.........................         28,125
        200       MCI WorldCom Incorporated*....................         17,250
                                                                     ----------
                                                                         53,747
                                                                     ----------
                  TRANSPORTATION - RAIL: 1.10%
        300       Union Pacific Corporation.....................         17,494
                                                                     ----------
                  UTILITIES: 0.37%
        100       The AES Corporation...........................          5,813
                                                                     ----------
                  Total Common Stocks (cost $729,998) ..........        923,147

Principal Amount  FEDERAL AGENCY OBLIGATIONS: 14.87%
- --------------------------------------------------------------------------------
    110,000       Federal Home Loan Mortgage Corporation
                  5.75%, due 7/15/03............................        109,224
     60,000       Federal National Mortgage Association
                  6.09%, due 8/13/03............................         58,965
     75,000       Federal Home Loan Mortgage Corporation
                  5.125%, due 10/15/08..........................         68,172
                                                                     ----------
                  Total Federal Agency Obligations
                  (cost $245,640)...............................        236,361
                                                                     ----------

See Notes to Financial Statements.

                                        7
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

SCHEDULE OF INVESTMENTS AT JUNE 30, 1999 (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------
     Shares       U.S. GOVERNMENT OBLIGATIONS: 24.71%               Market Value
- --------------------------------------------------------------------------------
    170,000       U.S. Treasury Bond 12.00%, due 8/15/13........     $  238,638
     45,000       U.S. Treasury Bond 8.125%, due 8/15/19........         54,239
    100,000       U.S Treasury Bill, due 7/15/99................         99,857
                                                                     ----------
                  Total U.S. Government Obligations
                  (cost $411,489)...............................        392,734
                                                                     ----------
                  SHORT-TERM INVESTMENTS: 0.74%
- --------------------------------------------------------------------------------
   $ 11,749       Firstar Stellar Treasury Fund
                  (cost $11,749)................................         11,749
                                                                     ----------
                  Total Investments in Securities
                    (cost $1,398,876+): 98.39% .................     $1,563,991
                  Other Assets less Liabilities: 1.61%..........         25,596
                                                                     ----------
                  Total Net Assets: 100.00% ....................     $1,589,587
                                                                     ==========

* Non-income producing security.

+ Gross unrealized appreciation and depreciation of securities is as follows:

                  Gross unrealized appreciation.................     $  201,894
                  Gross unrealized depreciation.................        (36,779)
                                                                     ----------
                      Net unrealized appreciation...............     $  165,115
                                                                     ==========

See Notes to Financial Statements.

                                        8
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

STATEMENT OF ASSETS AND LIABILITIES AT JUNE 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
ASSETS
   Investments in securities, at value (cost $1,398,876)........     $1,563,991
   Receivables:
      Due from Advisor (Note 3).................................          7,289
      Dividends and interest....................................         14,813
      Securities sold...........................................         15,904
   Deferred organization costs..................................          8,842
   Prepaid expenses.............................................          1,484
                                                                     ----------
         Total assets...........................................      1,612,323
                                                                     ----------
LIABILITIES
   Payables:
      Administration fee........................................          2,466
      Distribution fees.........................................            350
   Accrued expenses.............................................         19,920
                                                                     ----------
         Total liabilities......................................         22,736
                                                                     ----------
NET ASSETS......................................................     $1,589,587
                                                                     ==========
Net asset value and redemption price per share
   ($1,589,587 / 129,302 shares outstanding; unlimited
   number of shares (par value $.01) authorized)................     $    12.29
                                                                     ==========
Offering Price per Share ($12.29 / 0.955).......................     $    12.87
                                                                     ==========
COMPONENTS OF NET ASSETS
   Paid-in capital..............................................     $1,332,421
   Undistributed net investment income..........................         12,704
   Undistributed net realized gain on investments...............         79,347
   Net unrealized appreciation on investments...................        165,115
                                                                     ----------
      Net assets................................................     $1,589,587
                                                                     ==========

See Notes to Financial Statements.

                                        9
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
   Income
      Dividends...............................................       $    4,701
      Interest................................................           18,355
                                                                     ----------
         Total income.........................................           23,056
                                                                     ----------
   Expenses
      Administration fees (Note 3)............................           14,876
      Fund Accounting fees....................................            7,935
      Audit fees..............................................            6,943
      Transfer agent fees.....................................            6,447
      Advisory fees (Note 3)..................................            5,789
      Reports to shareholders.................................            3,472
      Custody fees............................................            3,010
      Legal fees..............................................            1,984
      Distribution fees (Note 4)..............................            1,930
      Miscellaneous...........................................            1,602
      Trustees' fees..........................................            1,574
      Amortization of deferred organization costs.............            1,240
      Insurance...............................................              581
      Registration fees.......................................              434
                                                                     ----------
         Total expenses.......................................           57,817
         Less: Advisory fee waiver and
           absorption (Note 3)................................          (47,011)
                                                                     ----------
           Net expenses.......................................           10,806
                                                                     ----------
            Net investment income.............................           12,250
                                                                     ----------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
   Net realized gain from security transactions...............           75,302
   Net change in unrealized appreciation
     on investments...........................................          (42,873)
                                                                     ----------
      Net realized and unrealized gain on investments.........           32,429
                                                                     ----------
            Net Increase in Net Assets Resulting
              from Operations.................................       $   44,679
                                                                     ==========

See Notes to Financial Statements.

                                       10
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

STATEMENT OF CHANGES IN NET ASSETS (Unaudited)
- --------------------------------------------------------------------------------
                                                Six Months     January 13, 1998*
                                                   Ended            through
                                              June 30, 1999#   December 31, 1998
- --------------------------------------------------------------------------------
NET INCREASE IN ASSETS FROM
OPERATIONS
   Net investment income ...................    $   12,250        $   23,957
   Net realized gain from security
    transactions............................        75,302            23,650
   Net change in unrealized appreciation
    on investments..........................       (42,873)          207,988
                                                ----------        ----------
      Net increase in net assets resulting
      from operations.......................        44,679           255,595
                                                ----------        ----------
DISTRIBUTIONS TO SHAREHOLDERS
   Net investment income ...................            --           (23,503)
   Net realized gain on security
    transactions............................            --           (19,605)
                                                ----------        ----------
      Total distributions to shareholders...            --           (43,108)
                                                ----------        ----------
CAPITAL SHARE TRANSACTIONS
   Net increase in net assets derived from
    net change in outstanding shares (a)....         2,000         1,330,421
                                                ----------        ----------
      Total increase in net assets..........        46,679         1,542,908
NET ASSETS
Beginning of period.........................     1,542,908                --
                                                ----------        ----------
End of period (including undistributed
 net investment income of $12,704 and
 $454, respectively)........................    $1,589,587        $1,542,908
                                                ==========        ==========

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

                                  Six Months              January 13, 1998*
                                    Ended                      through
                                June 30, 1999#            December 31, 1998
                           ------------------------    ------------------------
                             Shares        Value         Shares        Value
                           ----------    ----------    ----------    ----------
Shares sold ............          167    $    2,000       125,350    $1,287,313
Shares issued in
 reinvestment of
 distributions..........           --            --         3,785        43,108
Shares redeemed.........           --            --            --            --
                           ----------    ----------    ----------    ----------
Net increase............          167    $    2,000       129,135    $1,330,421
                           ==========    ==========    ==========    ==========

# Unaudited.
* Commencement of operations.

See Notes to Financial Statements.

                                       11
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

FINANCIAL  HIGHLIGHTS  - FOR A FUND SHARE  OUTSTANDING  THROUGHOUT  EACH  PERIOD
(UNAUDITED)
- --------------------------------------------------------------------------------
                                                Six Months     January 13, 1998*
                                                   Ended            through
                                              June 30, 1999#   December 31, 1998
- --------------------------------------------------------------------------------
Net asset value, beginning of period.........   $    11.95        $    10.00
                                                ----------        ----------
Income from investment operations:
   Net investment income.....................         0.09              0.19
   Net realized and unrealized
      gain on investments....................         0.25              2.11
                                                ----------        ----------
Total from investment operations.............         0.34              2.30
                                                ----------        ----------
Less distributions:
   From net investment income................           --             (0.19)
   From net capital gains....................           --             (0.16)
                                                ----------        ----------
Total distributions..........................           --             (0.35)
                                                ----------        ----------
Net asset value, end of period...............   $    12.29            $11.95
                                                ==========        ==========
Total return.................................         2.85%**          23.11%**

Ratios/supplemental data:
Net assets, end of period (thousands)........   $    1,600            $1,500

Ratio of expenses to average net assets:
   Before expense reimbursement..............         7.49%+            8.59%+
   After expense reimbursement...............         1.40%+            1.40%+

Ratio of net investment income (loss)
 to average net assets:
   Before expense reimbursement..............        (4.50%)+          (5.30%)+
   After expense reimbursement...............         1.59%+            1.89%+

Portfolio turnover rate......................        59.86%            95.00%

# Unaudited.
* Commencement of operations.
** Does not include sales load and is not annualized.
+ Annualized.

See Notes to Financial Statements.

                                       12
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

NOTES TO FINANCIAL STATEMENTS AT JUNE 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION

     The Avatar  Advantage  Balanced  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 January 13, 1998. The Fund's  objective is to seek
long-term capital appreciation and to preserve profits during market downturns.

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 market
          value.  Securities that are primarily traded on a national  securities
          exchange  shall be valued at the last sale  price on the  exchange  on
          which they are  primarily  traded on the day of valuation or, if there
          has been no sale on such day,  at the mean  between  the bid and asked
          prices.  Securities  primarily  traded in the NASDAQ  National  Market
          System for which  market  quotations  are readily  available  shall be
          valued at the last sale price on the day of valuation, or if there has
          been no sale  on such  day,  at the  mean  between  the bid and  asked
          prices.  Over-the-counter  ("OTC")  securities which are not traded in
          the NASDAQ  National  Market System shall be valued at the most recent
          trade price.  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.  Discounts  and  premiums  on  securities
          purchased are amortized over the life of the respective securities.

                                       13
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

NOTES TO FINANCIAL STATEMENTS AT JUNE 30, 1999 (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------

     D.   Deferred Organization Costs: The Fund has incurred expenses of $12,500
          in connection with their organization.  These costs have been deferred
          and are being  amortized  on a  straight-line  basis  over a period of
          sixty months from the date the Fund commenced investment operations.

     E.   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  June  30,  1999,  Avatar  Investors  Associates
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 0.75%  based upon the  average  daily net
assets of the Fund.

     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 1.40% 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 the  first,  second  or third  fiscal  year next
succeeding  the fiscal year of the  reduction  or  absorption  if the  aggregate
amount  actually paid by the Fund toward the operating  expenses for such fiscal
year  (taking  into account the  reimbursement)  does not exceed the  applicable
limitation on Fund expenses.  With respect to the  reimbursement of a particular
fee reduction or expense  payment,  a reimbursement  to the Advisor is permitted
only  within  the  three-year  period  following  the year in which the  Advisor
reduced the subject fee or paid the subject expense.  Any such  reimbursement is
also  contingent  upon Board of  Trustees  review and  approval  at the time the
reimbursement  is made. Such  reimbursement  may not be paid prior to the Fund's
payment of current expenses if so requested by the Advisor even if that practice

                                       14
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

NOTES TO FINANCIAL STATEMENTS AT JUNE 30, 1999 (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------

may require the Advisor to waive,  reduce or absorb current Fund  expenses.  For
the six months June 30, 1999,  the Advisor  reduced its fees and  absorbed  Fund
expenses in the amount of $47,011; no amounts were reimbursed.

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

     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 - DISTRIBUTION COSTS

     The Fund has adopted a  Distribution  Plan (the "Plan") in accordance  with
Rule 12b-1 under the 1940 Act. The Plan  provides that the Fund may pay a fee to
the Advisor,  as Distribution  Coordinator,  at an annual rate of up to 0.25% of
the  average  daily net  assets of the Fund.  The fee is paid to the  Advisor as
reimbursement    for,   or   in   anticipation   of,   expenses   incurred   for
distribution-related  activity.  During the six months ended June 30, 1999,  the
Fund paid the Advisor in the amount of $1,930.

NOTE 5 - PURCHASES AND SALES OF SECURITIES

     For the six  months  ended June 30,  1999,  the cost of  purchases  and the
proceeds  from  sales  of  securities,  excluding  short-term  securities,  were
$963,372 and $893,561, respectively.

                                       15
<PAGE>
                                     ADVISOR
                        Avatar Investors Associates Corp.
                                900 Third Avenue
                            New York, New York 10022


                                   DISTRIBUTOR
                          First Fund Distributors, Inc.
                      4455 East Camelback Road, Suite 261E
                                Phoenix, AZ 85018


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


                                 TRANSFER AGENT
                          American Data Services, Inc.
                          150 Motor Parkway, Suite 109
                               Hauppauge, NY 11788
                                  888-263-6452


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


This  report is  intended  for  shareholders  of the Fund and may not be used as
sales literature unless preceded or accompanied by a current prospectus.

Past  performance  results  shown in this  report  should  not be  considered  a
representation of future performance.  Share price and returns will fluctuate so
that shares, when redeemed,  may be worth more or less than their original cost.
Statements and other information herein are dated and are subject to change.

                                       16


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