ADVISORS SERIES TRUST, 485BPOS, 1999-11-03

ADVISORS SERIES TRUST
485BPOS, 1999-11-03

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As filed with the Securities and Exchange Commission on November 3, 1999
Registration No. 333-17391
File No. 811-07959
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 54 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 55 [X]

ADVISORS SERIES TRUST
(Exact Name of Registrant as Specified in Charter)

4455 E. Camelback Road, Suite 261E
Phoenix, AZ 85018
(Address of Principal Executive Offices)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (602) 952-1100

ROBERT H. WADSWORTH
4455 E. Camelback Road, Suite 261E
Phoenix, AZ 85018
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):

[X] Immediately upon filing pursuant to paragraph (b)
[ ] On _____________, pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] On _____________, pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] On _____________, pursuant to paragraph (a)(2) of Rule 485

================================================================================
<PAGE>
As filed with the Securities and Exchange Commission on November 3, 1999
Registration No. 333-17391
File No. 811-07959
================================================================================

Part A

Form N-1A

REGISTRATION STATEMENT

ADVISORS SERIES TRUST

Kaminski Poland Fund Class A
and
Kaminski Poland Fund Class I

================================================================================
<PAGE>
KAMINSKI POLAND FUND

PROSPECTUS
CLASS A SHARES

NOVEMBER 3, 1999

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.
<PAGE>
TABLE OF CONTENTS

RISK/RETURN SUMMARY 3

UNDERSTANDING EXPENSES 5

MANAGEMENT OF THE FUND 6

ACCOUNT INFORMATION 7

INVESTOR GUIDE 8

SERVICES AVAILABLE TO SHAREHOLDERS 12

DISTRIBUTIONS AND TAXES 13

FINANCIAL HIGHLIGHTS 13

More detailed information on all subjects covered in this prospectus is
contained in the fund's Statement of Additional Information ("SAI"). Investors
seeking more in-depth explanations of the contents of this prospectus should
request the SAI and review it before purchasing shares.
<PAGE>

RISK/RETURN SUMMARY

WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The investment objective of the Fund is
long term growth of capital. There can be no assurance that the Fund will
achieve its investment objective. The investment objective of the Fund may be
changed only with shareholder approval.

HOW DOES THE FUND SEEK TO ACHIEVE ITS INVESTMENT OBJECTIVE? The Advisor selects
foreign equity securities for the Fund's portfolio that are issued by companies
based in the Republic of Poland. While there are currently over 201 companies
listed on the Warsaw Stock Exchange, the Fund will invest only in some of these
companies and will have a fairly limited portfolio. The Fund may also invest in
shares of investment companies that are being created as part of the
privatization of state-owned companies.

Under normal circumstances, the Fund will invest at least 80% of its assets in
securities of issuers based in the Republic of Poland. The Advisor can purchase
stocks of issuers with a market capitalization greater than $10 million and an
annual rate of earnings growth that is greater than 10%. Currently,
approximately 45% of all Warsaw Stock Exchange listed companies meet these
criteria.

Because the Polish market is limited in market capitalization, the Fund may have
to close to new investors if its total assets exceed the amount that the Advisor
believes can be invested effectively.

WHAT RISKS ARE ASSOCIATED WITH AN INVESTMENT IN THE FUND? There are risks
associated with all securities, but an investment in the Fund entails more risks
than in most other mutual funds. You may lose money by investing in the Fund,
and it should not be considered a complete investment program. The Fund is
designed for long term investment, and an investment in its shares should be
considered speculative.

EMERGING MARKET. The securities market in Poland is considered to be an
"emerging market," with greater risks than are present in the more
developed economy and market of the U.S. Emerging markets tend to be much
more volatile than the U.S. market due to the relative immaturity, and
occasional instability, of their economic and political systems. There is
significantly less liquidity than in U.S. markets, which may lead to
difficulties in selling the Fund's portfolio securities. Finally, because
the Fund concentrates its investments in Poland, it will be subject to
economic and political developments that affect that country, unlike other
international funds which diversify among several countries.

CURRENCY RISKS. Most of the Fund's portfolio securities will be denominated
in Polish currency (the "zloty"). Changes in the value of the zloty
relative to the U.S. dollar will affect the Fund's net asset value. If the
dollar increases in value in relation to the zloty and the price of
securities is unchanged, the value of the Fund's portfolio will decrease,
and vice versa.

3
<PAGE>
WARSAW STOCK EXCHANGE. While regulation of securities and the Warsaw Stock
Exchange is similar to the regulatory framework in the United States,
Polish regulators are considerably less experienced than their U.S.
counterparts. Accordingly, the Polish market offers less protection for
investors.

CONCENTRATION RISK. The Fund is non-diversified, which means that the Fund
may make larger investments in individual companies. Therefore, the Fund's
share price may change more frequently than the share price of a more
diversified fund.

DEFENSIVE INVESTMENTS - At the discretion of the Advisor, the Fund may
invest up to 100% of its assets in cash, cash equivalents, and high
quality, short-term debt securities and money market instruments for
temporary defensive purposes. During such a period, the Fund may not
achieve its investment objective. For example, should the market advance
during this period, the Fund may not participate as much as it would have
if it had been more fully invested.

YEAR 2000 - Many computer systems, as originally encoded, cannot
distinguish the year 2000 from the year 1900. If not corrected, computer
systems may misinterpret and read incorrectly dates occurring after
December 31, 1999. This is commonly known as the "Year 2000 Problem." The
Year 2000 Problem could have a negative impact on handling securities
trades and pricing and accounting services. The Fund's Board of Trustees
have adopted a Year 2000 Project Plan that the Board of Trustees believes
is reasonably designed to address the Year 2000 Problem with respect to the
Advisor's and the Fund's service providers' computer systems. For example,
should the Board of Trustees determine that a service provider is not
converting to a Year 2000 compliant system, the Board of Trustees will
replace that service provider. The Board of Trustees has sought
representation from the Advisor and the Fund's service providers that their
systems are Year 2000 compliant. The Advisor and the Fund's service
providers have assured the Fund that they have tested and/or have reviewed
their computer systems for Year 2000 compliance. This is not a guarantee,
however, that the Fund will not experience an adverse impact from the Year
2000 Problem. It is important to keep in mind that the Year 2000 Problem
may adversely impact the issuers in which the Fund invests and, by
extension, the value of the shares held by the Fund. This is especially
important with respect to foreign issuers who may be less prepared than
their U.S. counterparts.

4
<PAGE>
WHO MAY WANT TO INVEST? The Fund is intended for investors who:

* Are willing to hold their shares for a long period of time;

* Are diversifying their investment portfolio by investing in a mutual
fund that concentrates in common stocks of companies based in the
Republic of Poland; and/or

* Are willing to accept higher short-term risk in exchange for a higher
potential for a long-term total return.

PAST PERFORMANCE

The following performance information illustrates some of the risk of investing
in Class A shares of the Fund. Class A has not yet had a full calendar-year of
operation. The table shows the average annual total return over time of the Fund
compared with broad-based market indices. Remember, past performance does not
predict future performance.

[Insert bar chart]

1998 - (31.79%)

During the periods shown above, the highest and lowest quarterly returns earned
by the Fund were:

Highest: 8.94% for the quarter ended 3/31/98
Lowest: (26.94%) for the quarter ended 9/30/98

The year-to-date total return for the Fund as of September 30, 1999 was 0.81%.

Average Annual Total Returns
as of December 31, 1998 1 Year Since Inception*
- ---------------------------- ------ ----------------

The Fund (31.79%) (27.77%)
WIG Index** (12.77%) (13.95%)

Returns shown are that of the Fund's Class I shares which is not offered in this
prospectus. The annual returns for the Class I and Class A are similar because
the shares are invested in the same portfolio of securities, and the annual
returns would differ only to the extent that the two classes do not have the
same fees and expenses.

* Class I shares of the Fund commenced operations on July 9, 1997.
** The WIG Index is the Warsaw Stock Exchange's main market index. It is an
unmanaged index of 117 companies based on market capitalizations.

5
<PAGE>
UNDERSTANDING EXPENSES

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES
(fees paid directly from your investment)

Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)(a) 5.75%
Maximum Deferred Sales Load (b) 1.00%

(a) The sales load you pay is subject to breakpoints. See "Investor Guide" in
this prospectus for further information.

(b) The deferred sales load (as a percentage of original purchase price or
redemption proceeds, whichever is lower) will be imposed on redemptions
made within 18 months of purchase. This deferred sales load will apply only
sales made above the $500,000 breakpoint amount.

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)

Investment Advisory Fees 1.45%
Distribution (12b-1) Fees 0.25%
Other Expenses 55.60%
------
Total Operating Expenses 57.30%
------
Advisory Fee Waiver and/or Fund Expense Absorption* (54.55%)
------
Net Expenses 2.75%

* The Advisor has contractually agreed to waive its fees and/or absorb
expenses of the Fund to ensure that Total Annual Operating Expenses do not
exceed 2.75%. This contract's term is indefinite and may be terminated only
by the Board of Trustees of the Fund. If the Advisor waives any of its fees
or pays Fund expenses, the Fund may reimburse the Advisor in future years.

6
<PAGE>
EXAMPLE

This Example is intended to help you compare the costs of investing in the Fund
with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------

$ 937 $1,379 $1,946 $3,478

MANAGEMENT OF THE FUND

THE ADVISOR

The Fund's Advisor is Kaminski Asset Management, Inc., 319 1st Avenue North,
Suite 300, Minneapolis, MN 55401. The Advisor, which is controlled by M.G.
Kaminski, incorporated in December, 1996. Mr. Kaminski has been the President
and Chief Executive Officer of the Advisor since it was incorporated and the
portfolio manager of the Fund since its inception. Mr. Kaminski was, from
October, 1992 until December, 1996 a Vice President of PaineWebber Incorporated
and was responsible for client assets aggregating approximately $100 million in
1996. Prior to joining PaineWebber, Mr. Kaminski was associated with Piper
Jaffray, Inc.

The Advisor provides the Fund with advice on buying and selling securities,
manages the investments of the Fund, furnishes the Fund with office space and
certain administrative services, and provides most of the personnel needed by
the Fund. As compensation, the Fund pays the Advisor a monthly management fee
based upon the average daily net assets of the Fund at the annual rate of 1.45%
of average net assets on the first $20 million of net assets of the Fund,
reduced to 1.25% on assets in excess of $20 million. For the fiscal year of the
Fund ended June 30, 1999, the Advisor waived all of its fees of $20,142 and
absorbed $115,187 of the Fund's total annual operating expenses.

Pursuant to an agreement between the Advisor and the Fund, the Advisor has been
limiting the operating expenses of each Class to 2.75% of average annual net
assets by waiving its investment advisory fee and/or by paying expenses of the
Fund. In order to enable the Advisor to make these payments, Mr. Matthew Gregory
Kaminski, owner of the Advisor, has been making capital infusions into the
Advisor out of his personal assets.

Although Mr. Kaminski has no current intention, if he discontinues his personal
capital infusions into the Advisor, the Advisor's investment management
services, including those provided to the Fund, would be compromised.

7
<PAGE>

If the Advisor is unable to, or voluntarily decides to discontinue to, waive the
investment advisory fee and/or pay expenses of the Fund, the operating expenses
of the Fund would be considerably higher, which would adversely effect the net
asset value and the performance of the Fund.

The Fund is currently in the process of reorganizing into the Questar Funds,
Inc., a Maryland Corporation. Should the shareholders approve the reorganization
and the Board of Directors of Questar Funds, Inc. approve a new investment
advisory agreement with the Advisor, the Advisor will continue its investment
advisory services to the Fund after it becomes a series of the Questar Funds,
Inc. Further information and notice will be provided by form of a proxy
statement to all shareholders.

SHAREHOLDING SERVICING AGENT

American Data Services, Inc., P.O. Box 5536, Hauppauge, NY 11788,
serves as the Fund's Shareholder Servicing Agent and Transfer Agent.

CUSTODIAN

Firstar Institutional Custody Services, 425 Walnut Street, Cincinnati,
OH 45202, serves as the Fund's Custodian.

DISTRIBUTOR

First Fund Distributors, Inc., 4455 East Camelback Road, Suite 261E,
Phoenix, AZ 85018, serves as the Fund's Distributor.

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, 650 Third Avenue South, Suite 1300,
Minneapolis, MN 55402, serves as the Fund's Independent Accountants.

LEGAL COUNSEL

Paul, Hastings, Janofsky & Walker LLP, 345 California Street, San
Francisco, CA 94104, serves as the Fund's Legal Counsel.

8
<PAGE>
ACCOUNT INFORMATION

The Fund offers for sale two classes of shares, Class I and Class A. This
prospectus sets out information about Class A shares, available to investors who
do not have the minimum investment requirements to purchase the Fund's Class I
shares. Class I shares are also available to investors who are willing to make
an initial investment of $5,000. Class I shares do not charge a sales load and
have a different operating expense structure which may result in performance for
that Class which is different from that of Class A shares. Class I shares are
discussed more fully in a separate prospectus available from the Fund.

HOW THE FUND'S SHARES ARE PRICED

Class A shares are offered at net asset value ("NAV"). Shares of the Fund are
offered continuously for purchase at the NAV next determined after a purchase
order is received. The NAV is effective for orders received by the Fund or
investment brokers and their agents prior to the time of the next determination
of the Fund's NAV and, in the case of orders placed with brokers, transmitted
promptly to the Transfer Agent. Orders received after 4:00 p.m., Eastern time
will be entered at the following day's calculated NAV.

WHEN THE FUND'S SHARES ARE PRICED

The NAV is calculated after the close of trading on the New York Stock Exchange
(the "NYSE"), every day that the NYSE is open for trading. The NYSE usually
closes at 4 p.m., Eastern time, on weekdays, except for holidays.

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
(toll-free) at (888) 229-2105.

YOU MAY SEND MONEY TO THE FUND BY MAIL. If you wish to invest by mail,
simply complete the Application Form and mail it with a check (made payable
to the Kaminski Poland Fund) to the Fund's Shareholder Servicing Agent:

Kaminski Poland Fund
P.O. Box 640947
Cincinnati, OH 45264-0947

9
<PAGE>
YOU MAY WIRE MONEY TO THE FUND. Before sending a wire, you should call the
Fund at (888) 229-2105 between 9:00 a.m. and 5:00 p.m., Eastern time, on a
day when the 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:

Firstar Bank, N.A. Cinti/Trust
ABA # 0420-0001-3
for credit to Kaminski Poland Fund
DDA # 486-479-769
for further credit to [your name and account #]

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

YOU MAY PURCHASE SHARES THROUGH AN INVESTMENT DEALER. You may buy and sell
shares through the Fund's approved brokers and their agents (together
"Brokers"). An order placed with a Broker is treated as if it were placed
directly with the Fund, and will be executed at the next share price
calculated by the Fund. Your Broker will hold your shares in a pooled
account in the Broker's name. The Broker may charge you a fee to handle
your order. The Broker is responsible for processing your order correctly
and promptly, keeping you advised of the status of your account, confirming
your transactions and ensuring that you receive copies of the Fund's
prospectus.

Please contact your broker to see if it is an approved broker of the Fund
and for additional information.

MINIMUM INVESTMENTS

Your initial purchase must be at least $1,000. Exceptions may be made at the
Fund's discretion.

SUBSEQUENT INVESTMENTS

Subsequent investments must be at least $250. 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 (toll-free) at (888) 229-2105.

You may also make additional purchases by wire or through a Broker. Please
follow the procedures described above for purchasing shares through a Broker.

10
<PAGE>
DISTRIBUTION PLAN

The Fund has adopted a Distribution Plan, pursuant to Rule 12b-1 under the
Investment Company Act of 1940. The Distribution Plan permits the Fund to pay
the Advisor, as Distribution Coordinator, for the sale and distribution of Fund
shares at an annual rate of 0.25% of the Fund's average annual net assets.
Payments made by the Fund pursuant to the Distribution Plan will represent
compensation for distribution and service activities, not reimbursement for
specific expenses incurred.

Because these fees are paid out of the Fund's assets on an on-going basis, over
time these fees will increase the cost of your investment in the Fund and may
cost you more than paying other types of sales charges.

HOW TO REDEEM YOUR SHARES

You may redeem all or any portion of your shares of the Fund at their NAV 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: Kaminski Poland
Fund, P.O. Box 640947, Cincinnati, OH 45264-0947.

SIGNATURE GUARANTEE. If the value of the shares you wish to redeem exceeds
$5,000, 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. Note that a signature witnessed by a notary public is
not acceptable.

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 (toll-free) at (888) 229-2105 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.

11
<PAGE>
authentic. This may include tape recording the telephone instructions, or
requiring a form of personal identification before acting on those
instructions. The Fund reserves the right to refuse telephone instructions
if it cannot reasonably confirm the telephone instructions. The Fund may be
liable for losses from unauthorized or fraudulent telephone transactions
only if these reasonable procedures are not followed.

You may request telephone redemption privileges after your account is
opened. However, the authorization form requires a separate signature
guarantee (REMEMBER, NOT A NOTARIZATION). The Fund may modify or terminate
your telephone privileges after giving you 60 days notice. Please be aware
that you may experience delays in redeeming your shares by telephone during
periods of abnormal market activity. In addition, the Fund may postpone
payment of proceeds for up to seven days, as permitted by federal
securities laws.

SALES CHARGE REDUCTIONS

The reduced sales charges apply to quantity purchases. In addition, purchases of
shares made during a thirteen month period pursuant to a LETTER OF INTENT are
eligible for a reduced sales charge (see below). Reduced sales charges are also
applicable to subsequent purchases based on the aggregate of the amount being
purchased and the value, at NAV, of shares owned at the time of investment.

<TABLE>
<CAPTION>
Sales Charge as Sales Charge as Portion of Sales
a Percentage a Percentage of Charge Retained
Amount of Purchase of Offering Price Net Asset Value by Dealers
- ------------------ ----------------- --------------- ----------
<S> <C> <C> <C>
Less than $50,000 5.75% 6.10% 5.00%
$50,000 but less than $100,000 4.75% 5.00% 4.00%
$100,000 but less than $250,000 3.75% 3.90% 3.00%
$250,000 but less than $500,000 2.50% 2.60% 2.00%
$500,000 but less than $1,000,000 1.75% 1.80% 1.50%
$1,000,000 or more -- -- --
</TABLE>

LETTER OF INTENT. You may qualify for an immediate reduced sales charge on
purchases by completing the Letter on Intent section on the Application
Form. You must state an intention to purchase, during the next 13 months, a
specified amount of shares which, if made at one time, would qualify you
for a reduced sales charge as specified in the above table.

RIGHTS OF ACCUMULATION. The reduced sales charges applicable to purchases
apply on a cumulative basis over any period of time. Thus the value of all
shares of the Fund owned by you (including your regular account, IRA
account, or any other account), taken at current net asset value, can be
combined with a current purchase of shares to determine the rate of sales
charge applicable to the current purchase in order to receive the
cumulative quantity reduction. When opening a new account, the fact that
you currently hold shares of the Fund must be indicated on the Application
Form in order to receive the cumulative quantity discount. For subsequent
purchases, the Fund's Shareholder Servicing Agent (toll-free) at (888)
229-2105 should be notified of current fund holdings prior to the purchase
of additional shares.

12
<PAGE>
SERVICES AVAILABLE TO SHAREHOLDERS

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

AUTOMATIC INVESTING BY CHECK. You may make regular monthly investments in the
Fund using the "Automatic Investment Plan." A check is automatically drawn on
your personal checking account each month for a predetermined amount (but not
less than $50), as if you had written it directly. Upon receipt of the withdrawn
funds, the Fund automatically invests the money in additional shares of the Fund
at the current net asset value. Applications for this service are available from
the Fund. There is no charge by the 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. The 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.

OTHER INFORMATION

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 any
check used for investment does not clear. The Fund and the Distributor reserve
the right to reject any investment, in whole or in part. The IRS requires that
investors provide a certified taxpayer identification number and other
certifications on opening an account in order to avoid backup withholding of
taxes. Otherwise, you may be subject to backup withholding at a rate of 31%.

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

13
<PAGE>
DISTRIBUTIONS AND TAXES

DIVIDENDS AND OTHER DISTRIBUTIONS

Income dividends and capital gain distributions are normally declared and paid
by the fund to is shareholders in December of each year. The Fund may also make
period dividend payments and distributions at other times in its discretion.

Unless you invest through a tax-advantaged account, you will owe taxes on the
dividends and distributions. 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.

TAXES

The Fund is required by Internal Revenue Service rules to distribute
substantially all of its net investment income, and capital gains, if any, to
shareholders. Capital gains may be taxable at different rates depending upon the
length of time a Fund holds its assets. You will be notified at least annually
about the tax consequences of distributions made each year. The Fund's dividends
and distributions, whether received in cash or reinvested, may be taxable. Any
redemption of a Fund's shares will be treated as a sale and any gain on the
transaction may be taxable. Additional information about tax issues relating to
the Fund may be found in the SAI. Please consult your tax advisor about the
potential tax consequences of investing in the Fund.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund's
financial performance during the 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 PricewaterhouseCoopers LLP. Their report and the
Fund's financial statements are included in the Fund's annual report which is
available upon request by calling (toll-free) (888) 229-2105.

KAMINSKI POLAND FUND

FINANCIAL HIGHLIGHTS
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
CLASS A CLASS I
MARCH 18, 1999** CLASS I JULY 9, 1997*
THROUGH YEAR ENDED THROUGH
JUNE 30, 1999 JUNE 30, 1999 JUNE 30, 1998
-------------- ------------- -------------
<S> <C> <C> <C>
Net asset value, beginning of period $ 6.35 $ 8.25 $ 10.00
------ ------ -------

Income (loss) from investment operations:
Net investment loss++ (0.02) (0.02) (0.08)
Net realized and unrealized
(loss) on investments 1.48 (0.40) (1.67)
------ ------ -------
Total from investment operations 1.46 (0.42) (1.75)
------ ------ -------

Net asset value, end of period $ 7.81 $ 7.83 $ 8.25
====== ====== =======

Total return 22.99%++*** (5.09)%++ (17.50)%++

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (millions) $ 0.1 $ 2.0 $ 1.4

Ratio of expenses to average net assets:
Before expense reimbursement 57.30%+ 11.97% 17.57% +
After expense reimbursement 2.75%++ 2.75% 2.75% ++

Ratio of net investment loss to
average net assets:
Before expense reimbursement (56.62)%+ (11.05)% (16.30)% +
After expense reimbursement (2.02)%+ (1.82)% (1.48%) +

Portfolio turnover rate 28.51% 28.51% 25.74%
</TABLE>

- ----------
* Commencement of operations.
** Inception date of the Class A shares.
*** Total investment return does not reflect effect of sales charges.
+ Annualized.
++ Net investment loss per share is calculated using the ending balance prior
to consideration of adjustments for permanent book and tax differences.
++ Not annualized.

15
<PAGE>
Kaminski Poland Fund, Class A
A Series of Advisors Series Trust

FOR MORE INFORMATION

You can find more information about the Fund in the Statement of Additional
Information ("SAI"), incorporated by reference in this prospectus, that is
available free of charge.

To request your free copy of the SAI, Annual Report, Semi-Annual Report, or to
request other information, please call (toll-free) (888) POL-FUND or write to
the Fund:

Kaminski Poland Fund
c/o American Data Services, Inc.
150 Motor Parkway, Suite 109
Hauppauge, NY 11788

You may review and copy further information about the Fund, including the SAI,
at the Securities and Exchange Commission's ("SEC's") Public Reference Room in
Washington, D.C. Call (800) SEC-0330 for information about the operation of the
Public Reference Room.

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

SEC File Number: 811-07959
<PAGE>
KAMINSKI POLAND FUND

PROSPECTUS
CLASS I SHARES

NOVEMBER 3, 1999

TABLE OF CONTENTS

RISK/RETURN SUMMARY 3

UNDERSTANDING EXPENSES 6

ACCOUNT INFORMATION 8

INVESTOR GUIDE 9

SERVICES AVAILABLE TO SHAREHOLDERS 11

DISTRIBUTIONS AND TAXES 12

FINANCIAL HIGHLIGHTS 13

2
<PAGE>

RISK/RETURN SUMMARY

Because the Polish market is limited in market capitalization, the Fund may have
to close to new investors if its total assets exceed the amount that the Advisor
believes can be invested effectively.

WHAT RISKS ARE ASSOCIATED WITH AN INVESTMENT IN THE FUND? There are risks
associated with all securities, but an investment in the Fund entails more risks
than in most other mutual funds. You may lose money by investing in the Fund,
and it should not be considered a complete investment program. The Fund is
designed for a long term investment, and an investment in its shares should be
considered speculative.

EMERGING MARKET. The securities market in Poland is considered to be an
"emerging market," with greater risks than are present in the more
developed economy and market of the U.S. Emerging markets tend to be more
volatile than the U.S. market due to the relative immaturity, and
occasional instability, of their economic and political systems. There is
significantly less liquidity than in U.S. markets, which may lead to
difficulties in selling the Fund's portfolio securities. Finally, because
the Fund concentrates its investments in Poland, it will be subject to
economic and political developments that affect that country, unlike other
international funds which diversify among several countries.

WHO MAY WANT TO INVEST? The Fund is intended for investors who:

* Are willing to hold their shares for a long period of time;

* Are diversifying their investment portfolio by investing in a mutual
fund that concentrates in common stocks of companies based in the
Republic of Poland; and/or

* Are willing to accept higher short-term risk in exchange for a higher
potential for a long-term total return.

4
<PAGE>
PAST PERFORMANCE

The following performance information illustrates some of the risk of investing
in the Fund. The bar chart shows the Fund's total return for its first calendar
year end, 1998. The table shows the Fund's average annual total return over time
compared with broad-based market indices. Remember, past performance does not
predict future performance.

[Insert bar chart]

1998 - (31.79%)

During the periods shown above, the highest and lowest quarterly returns earned
by the Fund were:

Highest: 8.94% for the quarter ended 3/31/98
Lowest: (26.94%) for the quarter ended 9/30/98

The year-to-date total return for the Fund as of September 30, 1999 was 0.81%.

Average Annual Total Returns
as of December 31, 1998 1 Year Since Inception*
- ---------------------------- ------ ----------------

The Fund (31.79%) (27.77%)
WIG Index** (12.77%) (13.95%)

* The Fund commenced operations on July 9, 1997.
** The WIG Index is the Warsaw Stock Exchange's main market index. It is an
unmanaged index of 117 companies based on market capitalizations.

5
<PAGE>
UNDERSTANDING EXPENSES

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES
(fees paid directly from your investment)

Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load None
Redemption Fees None

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)

Investment Advisory Fees 1.45%
Distribution (12b-1) Fees 0.25%
Other Expenses 10.27%
-----
Total Annual Fund Operating Expenses 11.97%
-----
Advisory Fee Waiver and/or Fund Expense Absorption* (9.22)%
-----
Net Expenses 2.75%

EXAMPLE

This Example is intended to help you compare the costs of investing in the Fund
with the cost of investing in other mutual funds.

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------

$ 278 $ 853 $1,454 $3,080

6
<PAGE>
MANAGEMENT OF THE FUND

THE ADVISOR

7
<PAGE>
SHAREHOLDING SERVICING AGENT

American Data Services, Inc., P.O. Box 5536, Hauppauge, NY 11788 serves as
the Fund's Shareholder Servicing Agent and Transfer Agent.

CUSTODIAN

Firstar Institutional Custody Services, 425 Walnut Street, Cincinnati, OH
45202, serves as the Fund's Custodian.

DISTRIBUTOR

First Fund Distributors, Inc., 4455 East Camelback Road, Suite 261E,
Phoenix, AZ 85018, serves as the Fund's Distributor.

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, 650 Third Avenue South, Suite 1300,
Minneapolis, MN 55402, serves as the Fund's Independent Accountants.

LEGAL COUNSEL

Paul, Hastings, Janofsky & Walker LLP, 345 California Street, San
Francisco, CA 94104, serves as the Fund's Legal Counsel.

ACCOUNT INFORMATION

The Fund offers for sale two classes of shares, Class I and Class A. This
prospectus sets out information about Class I shares. Class A shares are also
available to investors. Class A shares charge a sales load and have a different
operating expense structure which may result in performance for that Class which
is different from that of Class I shares. Class A shares are discussed more
fully in a separate prospectus available from the Fund.

HOW THE FUND'S SHARES ARE PRICED

Class I shares are offered at net asset value ("NAV"). Shares of the Fund are
offered continuously for purchase at the NAV next determined after a purchase
order is received. The NAV is effective for orders received by the Fund or
investment brokers and their agents prior to the time of the next determination
of the Fund's NAV and, in the case of orders placed with brokers, transmitted
promptly to the Transfer Agent. Orders received after 4:00 p.m., Eastern time
will be entered at the following day's calculated NAV.

8
<PAGE>
WHEN THE FUND'S SHARES ARE PRICED

INVESTOR GUIDE

HOW TO PURCHASE SHARES OF THE FUND

Kaminski Poland Fund
P.O. Box 640947
Cincinnati, OH 45264-0947

YOU MAY WIRE MONEY TO THE FUND. Before sending a wire, you should call the
Fund at (888) 229-2105 between 9:00 a.m. and 5:00 p.m., Eastern time, on a
day when the 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:

Firstar Bank, N.A. Cinti/Trust
ABA # 0420-0001-3
for credit to Kaminski Poland Fund
DDA # 486-479-769
for further credit to [your name and account #]

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

Please contact your broker to see if it is an approved broker of the Fund
and for additional information.

9
<PAGE>
MINIMUM INVESTMENTS

Your initial purchase must be at least $5,000. Exceptions may be made at the
Fund's discretion.

SUBSEQUENT INVESTMENTS

You may also make additional purchases by wire or through a Broker. Please
follow the procedures described above for purchasing shares through a Broker.

DISTRIBUTION PLAN

HOW TO REDEEM YOUR SHARES

You may redeem all or any portion of your shares of the Fund at their NAV on
each day the NYSE is open for trading.

10
<PAGE>
SIGNATURE GUARANTEE. If the value of the shares you wish to redeem exceeds
$5,000, 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. Note that a signature witnessed by a notary public is
not acceptable.

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 will take steps to confirm that a telephone redemption is
authentic. This may include tape recording the telephone instructions, or
requiring a form of personal identification before acting on those
instructions. The Fund reserves the right to refuse telephone instructions
if it cannot reasonably confirm the telephone instructions. The Fund may be
liable for losses from unauthorized or fraudulent telephone transactions
only if these reasonable procedures are not followed.

SERVICES AVAILABLE TO SHAREHOLDERS

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

11
<PAGE>
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.

OTHER INFORMATION

The Fund 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 any check used for investment does not clear. The Fund
and the Distributor reserve the right to reject any investment, in whole or in
part. The IRS requires that investors provide a certified taxpayer
identification number and other certifications on opening an account in order to
avoid backup withholding of taxes. Otherwise, you may be subject to backup
withholding at a rate of 31%.

DISTRIBUTIONS AND TAXES

DIVIDENDS AND OTHER DISTRIBUTIONS

12
<PAGE>
TAXES

FINANCIAL HIGHLIGHTS

13
<PAGE>

KAMINSKI POLAND FUND

FINANCIAL HIGHLIGHTS
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
CLASS A CLASS I
MARCH 18, 1999** CLASS I JULY 9, 1997*
THROUGH YEAR ENDED THROUGH
JUNE 30, 1999 JUNE 30, 1999 JUNE 30, 1998
-------------- ------------- -------------
<S> <C> <C> <C>
Net asset value, beginning of period $ 6.35 $ 8.25 $ 10.00
------ ------ -------

Net asset value, end of period $ 7.81 $ 7.83 $ 8.25
====== ====== =======

Total return 22.99%++*** (5.09)%++ (17.50)%++

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (millions) $ 0.1 $ 2.0 $ 1.4

Ratio of expenses to average net assets:
Before expense reimbursement 57.30%+ 11.97% 17.57% +
After expense reimbursement 2.75%++ 2.75% 2.75% ++

Ratio of net investment loss to
average net assets:
Before expense reimbursement (56.62)%+ (11.05)% (16.30)% +
After expense reimbursement (2.02)%+ (1.82)% (1.48%) +

Portfolio turnover rate 28.51% 28.51% 25.74%
</TABLE>

14
<PAGE>
KAMINSKI POLAND FUND, CLASS I
A SERIES OF ADVISORS SERIES TRUST

FOR MORE INFORMATION

You can find more information about the Fund in the Statement of Additional
Information ("SAI"), incorporated by reference in this prospectus, that is
available free of charge.

To request your free copy of the SAI, Annual Report, Semi-Annual Report, or to
request other information, please call (toll-free) (888) POL-FUND or write to
the Fund:

Kaminski Poland Fund
c/o American Data Services, Inc.
150 Motor Parkway, Suite 109
Hauppauge, NY 11788

SEC File Number: 811-07959
<PAGE>
As filed with the Securities and Exchange Commission on November 3, 1999
Registration No. 333-17391
File No. 811-07959
================================================================================

Part B

Form N-1A

REGISTRATION STATEMENT

ADVISORS SERIES TRUST

Kaminski Poland Fund Class I
Kaminski Poland Fund Class A

================================================================================
<PAGE>
KAMINSKI POLAND FUND

Statement of Additional Information

Dated November 3, 1999

This Statement of Additional Information is not a prospectus and contains
information in addition to that set forth in: the prospectus for the Class I
shares of the Kaminski Poland Fund dated November 3, 1999, and the prospectus
for the Class A shares of the Kaminski Poland Fund, dated November 3, 1999, each
as may be revised from time to time (each a "prospectus" and collectively, the
"prospectuses"). Kaminski Poland Fund (the "Fund") is a series of Advisors
Series Trust (the "Trust"). Kaminski Asset Management, Inc. (the "Advisor"), is
the Advisor to the Fund. Copies of the prospectuses may be obtained from the
Fund at 319 1st Avenue North, Suite 300, Minneapolis, Minnesota, 55401,
telephone number (612) 305-9026.

TABLE OF CONTENTS

Cross-reference to
sections in the
Page prospectus
---- ------------------

The Trust ...................................... B-x Risk/Return Summary

Investment Objective and Policies............... B-x Risk/Return Summary

Management...................................... B-xx Management of the Fund

Distribution Arrangements....................... B-xx Management of the Fund

Portfolio Transactions and Brokerage............ B-xx Management of the Fund

Net Asset Value................................. B-xx Investor Guide

Taxation .................................. B-xx Distributions and Taxes

Dividends and Distributions..................... B-xx Distributions and Taxes

Performance Information......................... B-xx General Information

General Information............................. B-xx General Information

B-1
<PAGE>
THE TRUST

Advisors Series Trust is an open-end, non diversified investment management
company organized as a Delaware business trust on October 3, 1996. The Trust
currently consists of eighteen series of shares of beneficial interest, par
value of 0.01 per share. This SAI relates only to the Kaminski Poland Fund,
Class I and Class A (the "Fund").

The Trust is registered with the SEC as a management investment company. Such a
registration does not involve supervision of the management or policies of the
Fund. The Prospectus of the Funds and this SAI omit certain of the information
contained in the Registration Statement filed with the SEC. Copies of such
information may be obtained from the SEC upon payment of the prescribed fee.

INVESTMENT OBJECTIVES AND POLICIES

The investment objective of the Fund is long term growth of capital, which
it attempts to achieve by investing in equity securities that are issued by
companies based in the Republic of Poland. There is no assurance that the Fund
will achieve its objective. The discussion below supplements information
contained in the prospectus as to investment policies of the Fund.

INVESTMENT OPPORTUNITIES IN THE REPUBLIC OF POLAND

Until relatively recently, Poland had a centrally planned economy,
primarily influenced by socialist and communist political philosophies and
characterized by nationalized industries, fixed prices and limited external
trade. Since the late 1980's, the Republic of Poland has undertaken political
and economic reforms, founded upon an ideological shift from socialism and
communism to capitalism. In 1990, a fully free election for the government was
held. These reforms have had the effect of creating a market-driven economy and
have made foreign investment possible.

The transition to a market-driven economy has been difficult and had the
immediate effect of high inflation rates, increased unemployment and a
significant decline in living standards as real wages fell. In addition, most of
Poland's external trade was formerly limited to the former Soviet Union and
other Warsaw Pact countries. As a consequence of all of these factors, Poland
experienced a significant drop in GDP.

In the last few years, these reforms have led to an improvement in the
economy of the Republic of Poland, which has been growing in real terms. In
addition, significant progress has been made in reducing inflation and
government budget deficits.

In 1998, the GDP of the Republic of Poland was approximately $150 billion.
By way of comparison, in the same period, the GDP for the United States was
$8.13 trillion. In 1997, the average GDP per capita of Poland was $3,876.

The Advisor believes that current conditions in Poland will result in a
significant level of economic activity, offering the potential for long-term
capital appreciation from investment in equity securities of issuers based
there. The Advisor believes that the strategic location of Poland between
Western Europe and Russia and Asia should benefit its economy by permitting it
to take advantage of the modernization, technology and capital available in
Western Europe and the large consumer base to the east. The privatization of
formerly state-run enterprises and the substantial restructuring of established
industries as the economy shifts from a quota-driven command economy to a free
market, supply and demand-driven economy and as companies begin to identify and
exploit domestic and export markets should result in investment opportunities.
The private sector, however, is not as developed in Poland as it is in Western
Europe.

The total population of Poland is approximately 39 million and is
well-educated (relative to other emerging markets), with literacy rates that
compare favorably to those in Western Europe. For example, the literacy rates
averaged 99% in 1997 as compared with 100% in Germany in the same period. Annual
wage rates, however, are significantly lower than in the United States and
Germany.

B-2
<PAGE>
Under normal market conditions, the Fund will invest at least 80% of its
total assets in common stocks of companies based in the Republic of Poland. 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. These short-term debt securities and
money market instruments include commercial paper, certificates of deposit,
bankers' acceptances, U.S. Government securities and repurchase agreements. The
Fund may buy or write options on equities and on stock indices, and it may
engage in foreign exchange transactions. More information about these
investments is contained in the SAI.

Because the Fund will invest primarily in equity securities of issuers
based in the Republic of Poland, an investor in the Fund should be aware of
special considerations and risks relating to investments in those issuers, and
international investment generally, which typically are not associated with
investments in securities issued by U.S. companies. The Fund is designed for
long term investment, and an investment in its shares should be considered
speculative.

CURRENCY FLUCTUATIONS

The Fund generally will hold assets denominated and traded in the Polish
zloty, and most of its income will be received or realized in zlotys, although
the Fund will compute its net asset value and calculate and distribute any
income in U.S. dollars. Accordingly, changes in the value of the zloty against
the dollar will result in corresponding changes in the dollar value of the
Fund's assets denominated in zlotys and in the Fund's net asset value, and will
also change the dollar value of income and gains derived in zlotys. If the value
of the zloty falls relative to the dollar between accrual of the income and the
payment of Fund distributions, the amount of zlotys required to be converted
into dollars to pay these distributions will increase, and the Fund could be
required to sell portfolio securities to make the distributions. Similarly, if
the value of the zloty declines between the time the Fund incurs expenses in
dollars and the time the expenses are paid, the amount of zlotys required to be
converted into dollars to pay the expenses will be greater than the zloty
equivalent of such expenses at the time they were incurred.

The Advisor generally will not seek to hedge against a decline in the value
of the Fund's portfolio securities resulting from a decline in the value of the
zloty. As a result, the Fund will be subject to the risk of changes in the value
of the zloty affecting the value of its portfolio securities, as well as the
value of interest, dividends and net realized capital gains received in zlotys.

ECONOMIC AND POLITICAL FACTORS

The economy of Poland generally differs from the U.S. economy in such
respects as general development, rate of inflation, volatility of the rate of
growth of gross domestic product and balance of payments position, among others.
The following table sets forth some key economic indicators:

1995 1996 1997 1998
---- ---- ---- ----

GDP at current prices (Zl billion) 285.5 366.2 474.7 157.0
Real GDP growth (%) 7.0 6.2 7.0 3.8
Consumer price inflation (%) 27.8 19.9 13.0 7.0
Current account ($ billion) (4.3) (8.15) (12.1) (4.6)
Exchange rate, average (Zl:$) 2.43 2.71 3.51 4.17

Source: The Economist Intelligence Unit

Poland has had a centrally planned socialist economy for many years.
Recently the government has generally implemented reforms directed at economic
liberalization, including efforts to decentralize the decision-making process
and to establish market-oriented economics. However, there can be no assurance
that current or future governments will continue to pursue these policies.
Furthermore, the transition from a centrally planned, socialist economy to a
competitive market economy resulted in the past in certain disruptions; for
example, in 1990 and 1991 GDP declined 11.6% and 7.0%, unemployment rose from
under 12% in 1991 to over 16% in 1994, before declining to 11% at the end of
December, 1997. There can be no assurance that disruptions will not occur again
in the future. In addition, business entities in Poland do not have any

B-3
<PAGE>
significant recent history of operating in a market-oriented economy, and the
ultimate impact of Poland's attempts to move toward a more market-oriented
environment is unclear.

Although a democratic system of government is now generally established in
Poland, the country remains exposed to risks of political change or periods of
uncertainty. Nationalization, expropriation or confiscatory taxation, currency
blockage, government regulation, social instability or diplomatic developments
could adversely affect its economy or its securities markets. In addition, many
of the countries near Poland are similarly exposed to these same uncertainties,
and disruptions in any of these countries could adversely affect the economy of
Poland.

As a result of Poland's recent socialist history, the country does not have
a body of laws and court decisions comparable to those of the U.S. Laws may not
exist to cover all contingencies or to protect adequately, and the
administration of these laws may be subject to considerable discretion. There
also can be no assurance that laws and related interpretations will not be
changed or applied in a manner that will adversely affect the Fund and its
assets.

The Polish Commercial Code sets forth requirements regarding
capitalization, shareholders meetings, records and auditing for Polish
companies. Recent amendments to the Commercial Code are aimed at modernizing its
legal norms and adapting them to models prevailing in the European Community.
All joint stock companies, limited liability companies and certain other
entities are required to have annually audited financial statements.

FOREIGN INVESTMENT AND REPATRIATION

Currently, there are no restrictions on foreign investment in Polish
securities, except with respect to securities of issuers whose business relates
to operation of sea or air ports, real estate, the defense industry, wholesale
trading of imported consumer goods or legal services. Investments may be made in
such industries if authorization is obtained from the Ministry of Privatization.
Also, permission must be sought from the relevant licensing authority to
purchase shares of issuers in industries where licenses from the Polish
government are required, such as the banking or brokerage industry or a business
involving the production of alcohol, cigarettes or medicine.

In early 1990, internal convertibility of the Polish zloty was introduced.
Both the initial investment in and any profits resulting from business
activities may be freely repatriated, provided the currency exchange is made at
an authorized foreign exchange bank. In the case of dividends, repatriation is
only allowed after an audit certificate has been issued and the necessary taxes
have been paid. The National Bank of Poland is responsible for overseeing the
banking system in Poland and for controlling monetary policy and exchange rates.

CHARACTERISTICS OF SECURITIES MARKETS AND REGULATION

The securities markets in Poland are much smaller than those in the U.S.
Although a stock exchange first opened in Warsaw in 1817 and before World War II
there were seven stock exchanges operating in Poland, the capital markets in
Poland did not operate after that war until 1991. In structuring the capital
markets and their regulation in 1991, the Polish government reviewed several
contemporary world markets and based the system on the securities markets in
France, with assistance from the Societe des Bourses Francaises. In 1991, the
Act on Public Trading in Securities and Trust Funds was adopted, and the Polish
Securities Commission was created. The Warsaw Stock Exchange (the "WSE") was
also established by the State Treasury as a joint stock company. The WSE is a
self-regulatory organization (as are stock exchanges in the U.S.), and its rules
must be approved by the Polish Securities Commission. In 1994, the WSE was
admitted as a member of the International Federation of Stock Exchanges.

The Polish Securities Commission is responsible for monitoring the Polish
securities market, supervising all public trading, including trading on the WSE,
and regulating brokers. In addition, a Brokers Association is responsible for
regulating the activities and conduct securities traded over-the-counter. The
disclosure requirements are less stringent for issuers whose securities are
traded over-the-counter. Clearing and settlement occurs within three business
days through the National Depository for Securities, which is operated by the
WSE.

Notwithstanding the similarities between the U.S. and Polish securities
markets in terms of structure and regulation, there are significant differences.
There is, for example, substantially less trading volume on the WSE than the New
York Stock Exchange (the "NYSE"), and its aggregate market capitalization at
December 31, 1997 was less than 1/10th of 1% of the aggregate market
capitalization of the New York Stock Exchange. There is also a high
concentration of market capitalization and trading volume in a relatively small
number of issuers representing a limited number of industries, as well as a high
concentration of investors. There are, for example, nearly 3,000 companies

B-4
<PAGE>
listed on the NYSE, while there are less than 200 issuers listed on the WSE. As
a result, the securities markets in Poland are subject to a lack of liquidity
and high price volatility relative to the U.S. securities markets. In addition,
securities traded in Poland may be subject to risks due to the inexperience of
financial intermediaries, the lack of a sufficient capital base to expand
operations and the possibility of restrictions on trading. Finally, since
current regulations governing securities markets have only existed since 1991,
the regulators in Poland do not have the experience of regulators in the U.S.,
where federal securities regulation has been in effect since 1933.

CONVERTIBLE SECURITIES AND WARRANTS

The Fund may invest in convertible securities and warrants. A convertible
security is a fixed income security (a debt instrument or a preferred stock)
which may be converted at a stated price within a specified period of time into
a certain quantity of the common stock of the same or a different issuer.
Convertible securities are senior to common stocks in an issuer's capital
structure, but are usually subordinated to similar non-convertible securities.
While providing a fixed income stream (generally higher in yield than the income
derivable from common stock but lower than that afforded by a similar
nonconvertible security), a convertible security also affords an investor the
opportunity, through its conversion feature, to participate in the capital
appreciation attendant upon a market price advance in the convertible security's
underlying common stock.

A warrant gives the holder a right to purchase at any time during a
specified period a predetermined number of shares of common stock at a fixed
price. Unlike convertible debt securities or preferred stock, warrants do not
pay a fixed dividend. Investments in warrants involve certain risks, including
the possible lack of a liquid market for resale of the warrants, potential price
fluctuations as a result of speculation or other factors, and failure of the
price of the underlying security to reach or have reasonable prospects of
reaching a level at which the warrant can be prudently exercised (in which event
the warrant may expire without being exercised, resulting in a loss of the
Fund's entire investment therein).

SHORT-TERM INVESTMENTS

The Fund may invest in any of the following securities and instruments:

BANK CERTIFICATES OR DEPOSIT, BANKERS' ACCEPTANCES AND TIME DEPOSITS. The Fund
may acquire certificates of deposit, bankers' acceptances and time deposits.
Certificates of deposit are negotiable certificates issued against funds
deposited in a commercial bank for a definite period of time and earning a
specified return. Bankers' acceptances are negotiable drafts or bills of
exchange, normally drawn by an importer or exporter to pay for specific
merchandise, which are "accepted" by a bank, meaning in effect that the bank
unconditionally agrees to pay the face value of the instrument on maturity.
Certificates of deposit and bankers' acceptances acquired by the Fund will be
dollar-denominated obligations of domestic or foreign banks or financial
institutions which at the time of purchase have capital, surplus and undivided
profits in excess of $100 million (including assets of both domestic and foreign
branches), based on latest published reports, or less than $100 million if the
principal amount of such bank obligations are fully insured by the U.S.
Government. If the Fund holds instruments of foreign banks or financial
institutions, it may be subject to additional investment risks that are
different in some respects from those incurred by a fund which invests only in
debt obligations of U.S. domestic issuers. See "Foreign Investments" below. Such
risks include future political and economic developments, the possible
imposition of withholding taxes by the particular country in which the issuer is
located on interest income payable on the securities, the possible seizure or
nationalization of foreign deposits, the possible establishment of exchange
controls, or the adoption of other foreign governmental restrictions which might
adversely affect the payment of principal and interest on these securities.

Domestic banks and foreign banks are subject to different governmental
regulations with respect to the amount and types of loans which may be made and
interest rates which may be charged. In addition, the profitability of the
banking industry depends largely upon the availability and cost of funds for the
purpose of financing lending operations under prevailing money market
conditions. General economic conditions as well as exposure to credit losses
arising from possible financial difficulties of borrowers play an important part
in the operations of the banking industry.

As a result of federal and state laws and regulations, domestic banks are,
among other things, required to maintain specified levels of reserves, limited
in the amount which they can loan to a single borrower, and subject to other

B-5
<PAGE>
regulations designed to promote financial soundness. However, such laws and
regulations do not necessarily apply to foreign bank obligations that the Fund
may acquire.

In addition to purchasing certificates of deposit and bankers' acceptances,
to the extent permitted under its investment objectives and policies stated
above and in its prospectus, the Fund may make interest-bearing time or other
interest-bearing deposits in commercial or savings banks. Time deposits are
non-negotiable deposits maintained at a banking institution for a specified
period of time at a specified interest rate.

SAVINGS ASSOCIATION OBLIGATIONS. The Fund may invest in certificates of
deposit (interest-bearing time deposits) issued by savings banks or savings and
loan associations that have capital, surplus and undivided profits in excess of
$100 million, based on latest published reports, or less than $100 million if
the principal amount of such obligations is fully insured by the U.S.
Government.

COMMERCIAL PAPER, SHORT-TERM NOTES AND OTHER CORPORATE OBLIGATIONS. The
Fund may invest a portion of its assets in commercial paper and short-term
notes. Commercial paper consists of unsecured promissory notes issued by
corporations. Issues of commercial paper and short-term notes will normally have
maturities of less than nine months and fixed rates of return, although such
instruments may have maturities of up to one year.

Commercial paper and short-term notes will consist of issues rated at the
time of purchase "A-2" or higher by S&P, "Prime-1" or "Prime-2" by Moody's, or
similarly rated by another nationally recognized statistical rating organization
or, if unrated, will be determined by the Advisor to be of comparable quality.
These rating symbols are described in the Appendix.

Corporate obligations include bonds and notes issued by corporations to
finance longer-term credit needs than supported by commercial paper. While such
obligations generally have maturities of ten years or more, the Fund may
purchase corporate obligations which have remaining maturities of one year or
less from the date of purchase and which are rated "AA" or higher by S&P or "Aa"
or higher by Moody's.

INVESTMENT COMPANY SECURITIES

The Fund may invest in shares of other investment companies. The Fund may
invest in money market mutual funds in connection with its management of daily
cash positions. In addition to the advisory and operational fees a Fund bears
directly in connection with its own operation, the Fund would also bear its pro
rata portions of each other investment company's advisory and operational
expenses.

GOVERNMENT OBLIGATIONS

The Fund may make short-term investments in U.S. Government obligations.
Such obligations include Treasury bills, certificates of indebtedness, notes and
bonds, and issues of such entities as the Government National Mortgage
Association ("GNMA"), Export-Import Bank of the United States, Tennessee Valley
Authority, Resolution Funding Corporation, Farmers Home Administration, Federal
Home Loan Banks, Federal Intermediate Credit Banks, Federal Farm Credit Banks,
Federal Land Banks, Federal Housing Administration, Federal National Mortgage
Association ("FNMA"), Federal Home Loan Mortgage Corporation, and the Student
Loan Marketing Association.

Some of these obligations, such as those of the GNMA, are supported by the
full faith and credit of the U.S. Treasury; others, such as those of the
Export-Import Bank of United States, are supported by the right of the issuer to
borrow from the Treasury; others, such as those of the FNMA, are supported by
the discretionary authority of the U.S. Government to purchase the agency's
obligations; still others, such as those of the Student Loan Marketing
Association, are supported only by the credit of the instrumentality. No
assurance can be given that the U.S. Government would provide financial support
to U.S. Government-sponsored instrumentalities if it is not obligated to do so
by law.

The Fund may invest in sovereign debt obligations of foreign countries. A
sovereign debtor's willingness or ability to repay principal and interest in a
timely manner may be affected by a number of factors, including its cash flow
situation, the extent of its foreign reserves, the availability of sufficient
foreign exchange on the date a payment is due, the relative size of the debt
service burden to the economy as a whole, the sovereign debtor's policy toward
principal international lenders and the political constraints to which it may be
subject. Emerging market governments could default on their sovereign debt. Such
sovereign debtors also may be dependent on expected disbursements from foreign
governments, multilateral agencies and other entities abroad to reduce principal
and interest arrearages on their debt. The commitments on the part of these
governments, agencies and others to make such disbursements may be conditioned

B-6
<PAGE>
on a sovereign debtor's implementation of economic reforms and/or economic
performance and the timely service of such debtor's obligations. Failure to meet
such conditions could result in the cancellation of such third parties'
commitments to lend funds to the sovereign debtor, which may further impair such
debtor's ability or willingness to service its debt in a timely manner.

FOREIGN INVESTMENTS AND CURRENCIES

The Fund will invest in securities of foreign issuers that are not publicly
traded in the United States. The Fund may also invest in depositary receipts and
in foreign currency futures contracts and may purchase and sell foreign currency
on a spot basis.

DEPOSITARY RECEIPTS. Depositary Receipts ("DRs") include American
Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"), Global
Depositary Receipts ("GDRs") or other forms of depositary receipts. DRs are
receipts typically issued in connection with a U.S. or foreign bank or trust
company which evidence ownership of underlying securities issued by a foreign
corporation.

RISKS OF INVESTING IN FOREIGN SECURITIES. Investments in foreign securities
involve certain inherent risks, which are described in the Fund's prospectus.

OPTIONS ON SECURITIES

PURCHASING PUT AND CALL OPTIONS. The Fund may purchase covered "put" and
"call" options with respect to securities which are otherwise eligible for
purchase by the Fund subject to certain restrictions. The Fund will engage in
trading of such derivative securities exclusively for hedging purposes.

If the Fund purchases a put option, the Fund acquires the right to sell the
underlying security at a specified price at any time during the term of the
option (for "American-style" options) or on the option expiration date (for
"European-style" options). Purchasing put options may be used as a portfolio
investment strategy when the Advisor perceives significant short-term risk but
substantial long-term appreciation for the underlying security. The put option
acts as an insurance policy, as it protects against significant downward price
movement while it allows full participation in any upward movement. If the Fund
is holding a security which it feels has strong fundamentals, but for some
reason may be weak in the near term, the Fund may purchase a put option on such
security, thereby giving itself the right to sell such security at a certain
strike price throughout the term of the option. Consequently, the Fund will
exercise the put only if the price of such security falls below the strike price
of the put. The difference between the put's strike price and the market price
of the underlying security on the date the Fund exercises the put, less
transaction costs, will be the amount by which the Fund will be able to hedge
against a decline in the underlying security. If during the period of the option
the market price for the underlying security remains at or above the put's
strike price, the put will expire worthless, representing a loss of the price
the Fund paid for the put, plus transaction costs. If the price of the
underlying security increases, the profit the Fund realizes on the sale of the
security will be reduced by the premium paid for the put option less any amount
for which the put may be sold.

If the Fund purchases a call option, it acquires the right to purchase the
underlying security at a specified price at any time during the term of the
option. The purchase of a call option is a type of insurance policy to hedge
against losses that could occur if the Fund has a short position in the
underlying security and the security thereafter increases in price. The Fund
will exercise a call option only if the price of the underlying security is
above the strike price at the time of exercise. If during the option period the
market price for the underlying security remains at or below the strike price of
the call option, the option will expire worthless, representing a loss of the
price paid for the option, plus transaction costs. If the call option has been
purchased to hedge a short position of the Fund in the underlying security and
the price of the underlying security thereafter falls, the profit the Fund
realizes on the cover of the short position in the security will be reduced by
the premium paid for the call option less any amount for which such option may
be sold.

Prior to exercise or expiration, an option may be sold when it has
remaining value by a purchaser through a "closing sale transaction," which is
accomplished by selling an option of the same series as the option previously
purchased. The Fund generally will purchase only those options for which the
Advisor believes there is an active secondary market to facilitate closing
transactions.

B-7
<PAGE>
WRITING CALL OPTIONS. The Fund may write covered call options. A call
option is "covered" if the Fund owns the security underlying the call or has an
absolute right to acquire the security without additional cash consideration
(or, if additional cash consideration is required, cash or cash equivalents in
such amount as are held in a segregated account by the Custodian). The writer of
a call option receives a premium and gives the purchaser the right to buy the
security underlying the option at the exercise price. The writer has the
obligation upon exercise of the option to deliver the underlying security
against payment of the exercise price during the option period. If the writer of
an exchange-traded option wishes to terminate his obligation, he may effect a
"closing purchase transaction." This is accomplished by buying an option of the
same series as the option previously written. A writer may not effect a closing
purchase transaction after it has been notified of the exercise of an option.

Effecting a closing transaction in the case of a written call option will
permit the Fund to write another call option on the underlying security with
either a different exercise price, expiration date or both. Also, effecting a
closing transaction will permit the cash or proceeds from the concurrent sale of
any securities subject to the option to be used for other investments of the
Fund. If the Fund desires to sell a particular security from its portfolio on
which it has written a call option, it will effect a closing transaction prior
to or concurrent with the sale of the security.

The Fund will realize a gain from a closing transaction if the cost of the
closing transaction is less than the premium received from writing the option or
if the proceeds from the closing transaction are more than the premium paid to
purchase the option. The Fund will realize a loss from a closing transaction if
the cost of the closing transaction is more than the premium received from
writing the option or if the proceeds from the closing transaction are less than
the premium paid to purchase the option. However, because increases in the
market price of a call option will generally reflect increases in the market
price of the underlying security, any loss to the Fund resulting from the
repurchase of a call option is likely to be offset in whole or in part by
appreciation of the underlying security owned by the Fund.

RISKS OF INVESTING IN OPTIONS. There are several risks associated with
transactions in options on securities. Options may be more volatile than the
underlying securities and, therefore, on a percentage basis, an investment in
options may be subject to greater fluctuation than an investment in the
underlying securities themselves. There are also significant differences between
the securities and options markets that could result in an imperfect correlation
between these markets, causing a given transaction not to achieve its objective.
In addition, a liquid secondary market for particular options may be absent for
reasons which include the following: there may be insufficient trading interest
in certain options; restrictions may be imposed by an exchange on opening
transactions or closing transactions or both; trading halts, suspensions or
other restrictions may be imposed with respect to particular classes or series
of options of underlying securities; unusual or unforeseen circumstances may
interrupt normal operations on an exchange; the facilities of an exchange or
clearing corporation may not at all times be adequate to handle current trading
volume; or one or more exchanges could, for economic or other reasons, decide or
be compelled at some future date to discontinue the trading of options (or a
particular class or series of options), in which event the secondary market on
that exchange (or in that class or series of options) would cease to exist,
although outstanding options that had been issued by a clearing corporation as a
result of trades on that exchange would continue to be exercisable in accordance
with their terms.

A decision as to whether, when and how to use options involves the exercise
of skill and judgment, and even a well-conceived transaction may be unsuccessful
to some degree because of market behavior or unexpected events. The extent to
which the Fund may enter into options transactions may be limited by the
Internal Revenue Code of 1986 (the "Code") requirements for qualification of the
Fund as a regulated investment company. See "Dividends and Distributions" and
"Taxation."

In addition, when trading options on foreign exchanges, many of the
protections afforded to participants in United States option exchanges will not
be available. For example, there may be no daily price fluctuation limits in
such exchanges or markets, and adverse market movements could therefore continue
to an unlimited extent over a period of time. Although the purchaser of an
option cannot lose more than the amount of the premium plus related transaction
costs, this entire amount could be lost. Moreover, the Fund as an option writer
could lose amounts substantially in excess of its initial investment, due to the
margin and collateral requirements typically associated with such option
writing. See "Dealer Options".

B-8
<PAGE>
DEALER OPTIONS. The Fund will engage in transactions involving dealer
options as well as exchange-traded options. Certain additional risks are
specific to dealer options. While the Fund might look to a clearing corporation
to exercise exchange-traded options, if the Fund were to purchase a dealer
option it would need to rely on the dealer from which it purchased the option to
perform if the option were exercised. Failure by the dealer to do so would
result in the loss of the premium paid by the Fund as well as loss of the
expected benefit of the transaction.

Exchange-traded options generally have a continuous liquid market while
dealer options may not. Consequently, the Fund may generally be able to realize
the value of a dealer option it has purchased only by exercising or reselling
the option to the dealer who issued it. Similarly, when the Fund writes a dealer
option, the Fund may generally be able to close out the option prior to its
expiration only by entering into a closing purchase transaction with the dealer
to whom the Fund originally wrote the option. While the Fund will seek to enter
into dealer options only with dealers who will agree to and which are expected
to be capable of entering into closing transactions with the Fund, there can be
no assurance that the Fund will at any time be able to liquidate a dealer option
at a favorable price at any time prior to expiration. Unless the Fund, as a
covered dealer call option writer, is able to effect a closing purchase
transaction, it will not be able to liquidate securities (or other assets) used
as cover until the option expires or is exercised. In the event of insolvency of
the other party, the Fund may be unable to liquidate a dealer option. With
respect to options written by the Fund, the inability to enter into a closing
transaction may result in material losses to the Fund. For example, because the
Fund must maintain a secured position with respect to any call option on a
security it writes, the Fund may not sell the assets which it has segregated to
secure the position while it is obligated under the option. This requirement may
impair the Fund's ability to sell portfolio securities at a time when such sale
might be advantageous.

The Staff of the Securities and Exchange Commission (the "Commission") has
taken the position that purchased dealer options are illiquid securities. The
Fund may treat the cover used for written dealer options as liquid if the dealer
agrees that the Fund may repurchase the dealer option it has written for a
maximum price to be calculated by a predetermined formula. In such cases, the
dealer option would be considered illiquid only to the extent the maximum
purchase price under the formula exceeds the intrinsic value of the option.
Accordingly, the Fund will treat dealer options as subject to the Fund's
limitation on illiquid securities. If the Commission changes its position on the
liquidity of dealer options, the Fund will change its treatment of such
instruments accordingly.

FOREIGN CURRENCY OPTIONS. The Fund may buy or sell put and call options on
foreign currencies. A put or call option on a foreign currency gives the
purchaser of the option the right to sell or purchase a foreign currency at the
exercise price until the option expires. The Fund will use foreign currency
options separately or in combination to control currency volatility. Among the
strategies employed to control currency volatility is an option collar. An
option collar involves the purchase of a put option and the simultaneous sale of
a call option on the same currency with the same expiration date but with
different exercise (or "strike") prices. Generally, the put option will have an
out-of-the-money strike price, while the call option will have either an
at-the-money strike price or an in-the-money strike price. Foreign currency
options are derivative securities. Currency options traded on U.S. or other
exchanges may be subject to position limits which may limit the ability of the
Fund to reduce foreign currency risk using such options.

As with other kinds of option transactions, the writing of an option on
foreign currency will constitute only a partial hedge, up to the amount of the
premium received. The Fund could be required to purchase or sell foreign
currencies at disadvantageous exchange rates, thereby incurring losses. The
purchase of an option on foreign currency may constitute an effective hedge
against exchange rate fluctuations: however, in the event of exchange rate
movements adverse to the Fund's position, the Fund may forfeit the entire amount
of the premium plus related transaction costs.

SPREAD TRANSACTIONS. The Fund may purchase covered spread options from
securities dealers. These covered spread options are not presently
exchange-listed or exchange-traded. The purchase of a spread option gives the
Fund the right to put securities that it owns at a fixed dollar spread or fixed
yield spread in relationship to another security that the Fund does not own, but
which is used as a benchmark. The risk to the Fund, in addition to the risks of
dealer options described above, is the cost of the premium paid as well as any
transaction costs. The purchase of spread options will be used to protect the
Fund against adverse changes in prevailing credit quality spreads, I.E., the
yield spread between high quality and lower quality securities. This protection
is provided only during the life of the spread options.

B-9
<PAGE>
FORWARD CURRENCY CONTRACTS

The Fund may enter into forward currency contracts in anticipation of
changes in currency exchange rates. A forward currency contract is an obligation
to purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. For example, the Fund might purchase a
particular currency or enter into a forward currency contract to preserve the
U.S. dollar price of securities it intends to or has contracted to purchase.
Alternatively, it might sell a particular currency on either a spot or forward
basis to hedge against an anticipated decline in the dollar value of securities
it intends to or has contracted to sell. Although this strategy could minimize
the risk of loss due to a decline in the value of the hedged currency, it could
also limit any potential gain from an increase in the value of the currency.

REPURCHASE AGREEMENTS

The Fund may enter into repurchase agreements with respect to its portfolio
securities. Pursuant to such agreements, the Fund acquires securities from
financial institutions such as banks and broker-dealers as are deemed to be
creditworthy by the Advisor, subject to the seller's agreement to repurchase and
the Fund's agreement to resell such securities at a mutually agreed upon date
and price. The repurchase price generally equals the price paid by the Fund plus
interest negotiated on the basis of current short-term rates (which may be more
or less than the rate on the underlying portfolio security). Securities subject
to repurchase agreements will be held by the Custodian or in the Federal
Reserve/Treasury Book-Entry System or an equivalent foreign system. The seller
under a repurchase agreement will be required to maintain the value of the
underlying securities at not less than 102% of the repurchase price under the
agreement. If the seller defaults on its repurchase obligation, the Fund will
suffer a loss to the extent that the proceeds from a sale of the underlying
securities are less than the repurchase price under the agreement. Bankruptcy or
insolvency of such a defaulting seller may cause the Fund's rights with respect
to such securities to be delayed or limited. Repurchase agreements are
considered to be loans under the 1940 Act.

WHEN-ISSUED SECURITIES, FORWARD COMMITMENTS AND DELAYED SETTLEMENTS

The Fund may purchase securities on a "when-issued," forward commitment or
delayed settlement basis. In this event, the Custodian will set aside cash or
liquid portfolio securities equal to the amount of the commitment in a separate
account. Normally, the Custodian will set aside portfolio securities to satisfy
a purchase commitment. In such a case, the Fund may be required subsequently to
place additional assets in the separate account in order to assure that the
value of the account remains equal to the amount of the Fund's commitment. It
may be expected that the Fund's net assets will fluctuate to a greater degree
when it sets aside portfolio securities to cover such purchase commitments than
when it sets aside cash.

The Fund does not intend to engage in these transactions for speculative
purposes but only in furtherance of its investment objectives. Because the Fund
will set aside cash or liquid portfolio securities to satisfy its purchase
commitments in the manner described, the Fund's liquidity and the ability of the
Advisor to manage it may be affected in the event the Fund's forward
commitments, commitments to purchase when-issued securities and delayed
settlements ever exceeded 15% of the value of its net assets.

The Fund will purchase securities on a when-issued, forward commitment or
delayed settlement basis only with the intention of completing the transaction.
If deemed advisable as a matter of investment strategy, however, the Fund may
dispose of or renegotiate a commitment after it is entered into, and may sell
securities it has committed to purchase before those securities are delivered to
the Fund on the settlement date. In these cases the Fund may realize a taxable
capital gain or loss. When the Fund engages in when-issued, forward commitment
and delayed settlement transactions, it relies on the other party to consummate
the trade. Failure of such party to do so may result in the Fund's incurring a
loss or missing an opportunity to obtain a price credited to be advantageous.

The market value of the securities underlying a when-issued purchase,
forward commitment to purchase securities, or a delayed settlement and any
subsequent fluctuations in their market value is taken into account when
determining the market value of the Fund starting on the day the Fund agrees to
purchase the securities. The Fund does not earn interest on the securities it
has committed to purchase until they are paid for and delivered on the
settlement date.

B-10
<PAGE>
BORROWING

The Fund is authorized to borrow money from time to time for temporary,
extraordinary or emergency purposes or for clearance of transactions in amounts
up to 10% of the value of its total assets at the time of such borrowings. The
use of borrowing by the Fund involves special risk considerations that may not
be associated with other funds having similar objectives and policies. Since
substantially all of the Fund's assets fluctuate in value, whereas the interest
obligation resulting from a borrowing will be fixed by the terms of the Fund's
agreement with its lender, the asset value per share of the Fund will tend to
increase more when its portfolio securities increase in value and to decrease
more when its portfolio assets decrease in value than would otherwise be the
case if the Fund did not borrow funds. In addition, interest costs on borrowings
may fluctuate with changing market rates of interest and may partially offset or
exceed the return earned on borrowed funds. Under adverse market conditions, the
Fund might have to sell portfolio securities to meet interest or principal
payments at a time when fundamental investment considerations would not favor
such sales.

LENDING PORTFOLIO SECURITIES

The Fund may lend its portfolio securities in an amount not exceeding
one-third of its total assets to financial institutions such as banks and
brokers if the loan is collateralized in accordance with applicable regulations.
Under the present regulatory requirements which govern loans of portfolio
securities, the loan collateral must, on each business day, at least equal the
value of the loaned securities and must consist of cash, letters of credit of
domestic banks or domestic branches of foreign banks, or securities of the U.S.
Government or its agencies. To be acceptable as collateral, letters of credit
must obligate a bank to pay amounts demanded by the Fund if the demand meets the
terms of the letter. Such terms and the issuing bank would have to be
satisfactory to the Fund. Any loan might be secured by any one or more of the
three types of collateral. The terms of the Fund's loans must permit the Fund to
reacquire loaned securities on five days' notice or in time to vote on any
serious matter and must meet certain tests under the Code.

SHORT SALES

The Fund is authorized to make short sales of securities it owns or has the
right to acquire at no added cost through conversion or exchange of other
securities it owns (referred to as short sales "against the box") and to make
short sales of securities which it does not own or have the right to acquire.

In a short sale that is not "against the box," the Fund sells a security
which it does not own, in anticipation of a decline in the market value of the
security. To complete the sale, the Fund must borrow the security (generally
from the broker through which the short sale is made) in order to make delivery
to the buyer. The Fund is then obligated to replace the security borrowed by
purchasing it at the market price at the time of replacement. The Fund is said
to have a "short position" in the securities sold until it delivers them to the
broker. The period during which the Fund has a short position can range from one
day to more than a year. Until the security is replaced, the proceeds of the
short sale are retained by the broker, and the Fund is required to pay to the
broker a negotiated portion of any dividends or interest which accrue during the
period of the loan. To meet current margin requirements, the Fund is also
required to deposit with the broker additional cash or securities so that the
total deposit with the broker is maintained daily at 150% of the current market
value of the securities sold short (100% of the current market value if a
security is held in the account that is convertible or exchangeable into the
security sold short within 90 days without restriction other than the payment of
money).

Short sales by the Fund that are not made "against the box" create
opportunities to increase the Fund's return but, at the same time, involve
specific risk considerations and may be considered a speculative technique.
Since the Fund in effect profits from a decline in the price of the securities
sold short without the need to invest the full purchase price of the securities
on the date of the short sale, the Fund's net asset value per share will tend to
increase more when the securities it has sold short decrease in value, and to
decrease more when the securities it has sold short increase in value, than
would otherwise be the case if it had not engaged in such short sales. The
amount of any gain will be decreased, and the amount of any loss increased, by
the amount of any premium, dividends or interest the Fund may be required to pay
in connection with the short sale. Furthermore, under adverse market conditions
the Fund might have difficulty purchasing securities to meet its short sale
delivery obligations, and might have to sell portfolio securities to raise the
capital necessary to meet its short sale obligations at a time when fundamental
investment considerations would not favor such sales.

If the Fund makes a short sale "against the box," the Fund would not
immediately deliver the securities sold and would not receive the proceeds from
the sale. The seller is said to have a short position in the securities sold
until it delivers the securities sold, at which time it receives the proceeds of
the sale. To secure its obligation to deliver securities sold short, the Fund
will deposit in escrow in a separate account with the Custodian an equal amount

B-11
<PAGE>
of the securities sold short or securities convertible into or exchangeable for
such securities. The Fund can close out its short position by purchasing and
delivering an equal amount of the securities sold short, rather than by
delivering securities already held by the Fund, because the Fund might want to
continue to receive interest and dividend payments on securities in its
portfolio that are convertible into the securities sold short.

The Fund's decision to make a short sale "against the box" may be a
technique to hedge against market risks when the Advisor believes that the price
of a security may decline, causing a decline in the value of a security owned by
the Fund or a security convertible into or exchangeable for such security. In
such case, any future losses in the Fund's long position would be reduced by a
gain in the short position. The extent to which such gains or losses in the long
position are reduced will depend upon the amount of securities sold short
relative to the amount of the securities the Fund owns, either directly or
indirectly, and, in the case where the Fund owns convertible securities, changes
in the investment values or conversion premiums of such securities.

The extent to which the Fund may enter into short sales transactions may be
limited by the Code requirements for qualification of the Fund as a regulated
investment company. See "Taxation."

ILLIQUID SECURITIES

The Fund may not invest more than 15% of the value of its net assets in
securities that at the time of purchase have legal or contractual restrictions
on resale or are otherwise illiquid. The Advisor will monitor the amount of
illiquid securities in the Fund's portfolio, under the supervision of the
Trust's Board of Trustees, to ensure compliance with the Fund's investment
restrictions.

Historically, illiquid securities have included securities subject to
contractual or legal restrictions on resale because they have not been
registered under the Securities Act of 1933 (the "Securities Act"), securities
which are otherwise not readily marketable and repurchase agreements having a
maturity of longer than seven days. Securities which have not been registered
under the Securities Act are referred to as private placement or restricted
securities and are purchased directly from the issuer or in the secondary
market. Mutual funds do not typically hold a significant amount of these
restricted or other illiquid securities because of the potential for delays on
resale and uncertainty in valuation. Limitations on resale may have an adverse
effect on the marketability of portfolio securities and the Fund might be unable
to dispose of restricted or other illiquid securities promptly or at reasonable
prices and might thereby experience difficulty satisfying redemption requests
within seven days. The Fund might also have to register such restricted
securities in order to dispose of them, resulting in additional expense and
delay. Adverse market conditions could impede such a public offering of
securities.

In recent years, however, a large institutional market has developed for
certain securities that are not registered under the Securities Act, including
repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment. The fact that
there are contractual or legal restrictions on resale to the general public or
to certain institutions may not be indicative of the liquidity of such
investments. If such securities are subject to purchase by institutional buyers
in accordance with Rule 144A promulgated by the Commission under the Securities
Act, the Trust's Board of Trustees may determine that such securities are not
illiquid securities notwithstanding their legal or contractual restrictions on
resale. In all other cases, however, securities subject to restrictions on
resale will be deemed illiquid.

RISKS OF INVESTING IN SMALL COMPANIES

As stated in the prospectus, the Fund may purchase securities of companies
with market capitalization as low as $10 million. Additional risks of such
investments include the markets on which such securities are frequently traded.
In many instances the securities of smaller companies are traded only
over-the-counter or on a regional securities exchange, and the frequency and
volume of their trading is substantially less than is typical of larger
companies. Therefore, the securities of smaller companies may be subject to
greater and more abrupt price fluctuations. When making large sales, the Fund
may have to sell portfolio holdings at discounts from quoted prices or may have
to make a series of small sales over an extended period of time due to the
trading volume of smaller company securities. Investors should be aware that,
based on the foregoing factors, an investment in the Fund may be subject to
greater price fluctuations than an investment in a fund that invests exclusively
in larger, more established companies. The Advisor's research efforts may also
play a greater role in selecting securities for the Fund than in a fund that
invests in larger, more established companies.

B-12
<PAGE>
INVESTMENT RESTRICTIONS

The Trust (on behalf of the Fund) has adopted the following restrictions as
fundamental policies, which may not be changed without the favorable vote of the
holders of a "majority," as defined in the 1940 Act, of the outstanding voting
securities of the Fund. Under the 1940 Act, the "vote of the holders of a
majority of the outstanding voting securities" means the vote of the holders of
the lesser of (i) 67% of the shares of the Fund represented at a meeting at
which the holders of more than 50% of its outstanding shares are represented or
(ii) more than 50% of the outstanding shares of the Fund.

As a matter of fundamental policy, the Fund is non-diversified; I.E., as to
50% of the value of a its total assets: (i) no more than 5% of the value of its
total assets may be invested in the securities of any one issuer (other than
U.S. Government securities); and (ii) the Fund may not purchase more than 10% of
the outstanding voting securities of an issuer. The Fund's investment objective
is also fundamental. The Fund will also, as a matter of fundamental policy,
invest at least 80% of its total assets, under normal market conditions, in
securities of issuers based in the Republic of Poland.

In addition, the Fund may not:

1. Issue senior securities, borrow money or pledge its assets, except that
(i) the Fund may borrow on an unsecured basis from banks for temporary or
emergency purposes or for the clearance of transactions in amounts not exceeding
10% of its total assets (including the amount borrowed), provided that it will
not make investments while borrowings in excess of 5% of the value of its total
assets are outstanding; and (ii) this restriction shall not prohibit the Fund
from engaging in options and foreign currency transactions or short sales;

2. Purchase securities on margin, except such short-term credits as may be
necessary for the clearance of transactions:

3. Act as underwriter (except to the extent the Fund may be deemed to be an
underwriter in connection with sale of securities in its investment portfolio);

4. Invest 25% or more of its total assets, calculated at the time of
purchase and taken at market value, in one industry (other than U.S. Government
securities);

5. Purchase of sell real estate or interests in real estate or real estate
limited partnerships (although the Fund may purchase and sell securities which
are secured by real estate and securities of companies which invest or deal in
real estate);

6. Purchase or sell commodities or commodity futures contracts, except that
the Fund may purchase and sell foreign currency contracts in accordance with any
rules of the Commodity Futures Trading Commission;

7. Make loans of money (except for purchases of debt securities consistent
with the investment policies of the Fund and except for repurchase agreements);
or

8. Make investments for the purpose of exercising control or management.

The Fund observes the following restrictions as a matter of operating but
not fundamental policy, pursuant to positions taken by federal regulatory
authorities:

The Fund may not:

1. Invest in the securities of other investment companies or purchase any
other investment company's voting securities or make any other investment in
other investment companies except to the extent permitted by federal law; or

2. Invest more than 15% of its assets in securities which are restricted as
to disposition or otherwise are illiquid or have no readily available market
(except for securities which are determined by the Board of Trustees to be
liquid).

MANAGEMENT

The overall management of the business and affairs of the Trust is vested
with its Board of Trustees. The Board approves all significant agreements
between the Trust and persons or companies furnishing services to it, including
the agreements with the Advisor, Administrator, Custodian and Transfer Agent.
The day to day operations of the Trust are delegated to its officers, subject to
the Fund's investment objectives and policies and to general supervision by the
Board of Trustees.

B-13
<PAGE>
The Trustees and officers of the Trust, their ages and positions with the
Trust, their business addresses and principal occupations during the past five
years are:

<TABLE>
<CAPTION>
Name, Address and Age Position Principal Occupation During Past Five Years
- --------------------- -------- -------------------------------------------
<S> <C> <C>
Walter Auch, Sr. (Born 1921) Trustee Director, Mutual Funds, Nicholas-Applegate, Brinson
6002 N. 62d Place Funds (since 19940, Smith Barney Trak Fund, Pimco
Paradise Valley, AZ 85253 Advisors L.P., Banyan Realty Trust, Banyan Land Fund II
and Legend Properties.

Eric M. Banhazl (Born 1957)* Trustee, Senior Vice President, Investment Company
2025 E. Financial Way Administration, L.L.C.; Vice President, First Fund
Glendora, CA 91740 Distributors, Inc.; Assistant Treasurer, RNC Mutual
Fund Group; Treasurer, Guinness Flight Investment
Funds, Inc. and Professionally Managed Portfolios.

Donald E. O'Connor Trustee Retired; formerly Executive Vice President and chief
(Born 1936) Operating Officer of ICI Mutual Insurance Company
1700 Taylor Avenue (until January 1997), Vice President, Operations,
Fort Washington, MD 20744 Investment Company Institute (until June 1993).

George T. Wofford III Trustee Vice President, Information Services, Federal Home Loan
(Born 1939) Bank San Francisco (since March 1993); formerly
305 Glendora Circle Director of Management Information Services, Morrison &
Danville, CA 94526 Foerster (law firm).

Steven J. Paggioli (Born 1950) Vice Executive Vice President, Robert H. Wadsworth &
479 W. 22d Street President Associates, Inc. and Investment Company Administration,
New York, NY 10011 L.L.C.; Vice President, First Fund Distributors, Inc.;
President and Trustee, Professionally Managed
Portfolios; Director, Managers Funds, Inc.

Robert H. Wadsworth Vice President, Robert H. Wadsworth & Associates, Inc.,
(Born 1940) President Investment Company Administration, L.L.C. and First
4455 E. Camelback Road Fund Distributors, Inc.; Vice President, Professional
Suite 261E Managed Portfolios; President Guinness Flight
Phoenix, AZ 85018 Investment Funds, Inc.; Director, Germany Fund, Inc.
New Germany Fund, Inc., Central European Equity Fund,
Inc. and Deutsche Funds, Inc.

Chris O. Moser (Born 1949) Secretary Employed by Investment Company, L.L.C. (since July
4455 E. Camelback Road 1996); formerly employed by Bank One, N.A. (From
Suite 261E August 1995 until July 1996); O'Connor, Cavanagh,
Phoenix, AZ 85018 Anderson, Killingsworth and Beshears (law firm)
(until August 1995).
</TABLE>

*denotes Trustee who is an "interested person" of the Trust under the 1940 Act.

NAME AND POSITION AGGREGATE COMPENSATION FROM THE TRUST
Walter E. Auch, Sr., Trustee $12,000
Donald E. O'Connor, Trustee $12,000
George T. Wofford III, Trustee $12,000

The Trust has no pension or retirement plan. No other entity affiliated with the
Trust pays any compensation to the Trustees.

B-14
<PAGE>
THE ADVISOR

Subject to the supervision of the Board of Trustees, investment management
and related services are provided by the Advisor, pursuant to an Investment
Advisory Agreement (the "Advisory Agreement").

Under the Advisory Agreement, the Advisor agrees to invest the assets of
the Fund in accordance with the investment objectives, policies and restrictions
of the Fund as set forth in the Fund's and Trust's governing documents,
including, without limitation, the Trust's Agreement and Declaration of Trust
and By-Laws; the Fund's prospectus, statement of additional information, and
undertakings; and such other limitations, policies and procedures as the
Trustees of the Trust may impose from time to time in writing to the Advisor. In
providing such services, the Advisor shall at all times adhere to the provision
and restrictions contained in the federal securities laws, applicable state
securities laws, the Code and other applicable law.

Without limiting the generality of the foregoing, the Advisor has agreed to
(i) furnish the Fund with advice and recommendations with respect to the
investment of the Fund's assets, (ii) effect the purchase and sale of portfolio
securities; (iii) manage and oversee the investment of the Fund, subject to the
ultimate supervision and direction of the Trust's Board of Trustees; (iv) vote
proxies and take other actions with respect to the Fund's securities; (v)
maintain the books and records required to be maintained with respect to the
securities in the Fund's portfolio; (vi) furnish reports, statements and other
data on securities, economic conditions and other matters related to the
investment of the Fund's assets which the Trustees or other officers of the
Trust may reasonably request; and (vii) render to the Trust's Board of Trustees
such periodic and special reports as the Board may reasonably request. The
Advisor has also agreed, at its own expense, to maintain such staff and employ
or retain such personnel and consult with such other persons as it shall from
time ti time determine to be necessary to the performance of its obligations
under the Advisory Agreement. Personnel of the Advisor may serve as officers of
the Trust provided they do so without compensation from the Trust. Without
limiting the generality of the foregoing, the staff and personnel of the Advisor
shall be deemed to include persons employed or retained by the Advisor to
furnish statistical information, research, and other factual information, advice
regarding economic factors and trends, information with respect to technical and
scientific developments, and such other information, advice and assistance as
the Advisor or the Trust's Board of Trustees may desire and reasonably request.
With respect to the operation of the Fund, the Advisor has agreed to be
responsible for the expenses of printing and distributing extra copies of the
Fund's prospectus, statement of additional information, and sales and marketing
materials (but not the legal, auditing or accounting fees attendant thereto) to
prospective investors (but not to existing shareholders); and the costs of any
special Board of Trustees meetings or shareholder meetings convened for the
primary benefit of the Advisor.

As compensation for the Advisor's services, the Fund pays it an advisory
fee at the rate specified in the prospectus. In addition to the fees payable to
the Advisor and the Administrator, the Trust is responsible for its operating
expenses, including: fees and expenses incurred in connection with the issuance,
registration and transfer of its shares; brokerage and commission expenses; all
expenses of transfer, receipt, safekeeping, servicing and accounting for cash,
securities and other property of the Trust for the benefit of the Fund including
all fees and expenses of its custodian, shareholder services agent and
accounting services agent; interest charges on any borrowings, costs and
expenses of pricing and calculation its daily net asset value and of maintaining
its books of account required under the 1940 Act; taxes, if any; a pro rata
portion of expenditures in connection with meetings of the Fund's shareholders
and the Trust's Board of Trustees that are properly payable by the fund;
salaries and expenses of officers and fees and expenses of members of the
Trust's Board of Trustees or members of any advisory board or committee who are
not member of, affiliated with or interested persons of the Advisor or
Administrator; insurance premiums on property or personnel of the Fund which
insure to its benefit, including liability and fidelity bond insurance; the cost
of preparing and printing reports, proxy statements, prospectuses and statements
of additional information of the Fund or other communications for distributing
to existing shareholders; legal, auditing and accounting fees; trade association
dues; fees and expense (including legal fees) of registering and maintaining and
servicing shareholder accounts, including charges for transfer, shareholder
record keeping, dividend disbursing, redemption, and other agents for the
benefit of the Fund, if any; and all other charges and costs of its operation
plus any extraordinary and non-recurring expenses, except as otherwise
prescribed in the Advisory Agreement.

B-15
<PAGE>
The Fund is responsible for its own operating expenses. The Advisor has
contractually 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 (excluding interest and tax expenses) to the limit set forth
in the Expense Table (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 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. 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' subsequent review and ratification of the reimbursed
amounts. Such reimbursement may not be paid prior to the Fund's payment of
current ordinary operating expenses.

During the period beginning July 9, 1997 and ending June 30, 1998, the
Advisor earned $13,159 in advisory fees. During the year ending June 30, 1999,
the Advisor earned $20,142 in advisory fees. The Advisor has contractually
agreed to limit total fund operating expenses to 2.75% of average net assets
annually. As a result of that limitation, the Advisor waived all or part of its
fee and paid Fund operating expenses in the amounts of $121,213 and $135,329, in
the periods ended June 30, 1998 and 1999, respectively.

The Advisor is controlled by M. G. Kaminski.

Under the Advisory Agreement, the Advisor will not be liable to the Trust
of the Fund or any shareholder for any act or commission in the course of, or
connected with, rendering services or for any loss sustained by the Trust except
in the case of a breach of fiduciary duty with respect to the receipt of
compensation for services (in which case any award of damages will be limited as
provided in the 1940 Act) or willful misfeasance, bad faith or gross negligence,
or reckless disregard of its obligations and duties under the Agreement.

The Advisory Agreement will remain in effect for a period not to exceed two
years. Thereafter, if not terminated, the Advisory Agreement will continue
automatically for successive annual periods, provided that such continuance is
specifically approved at least annually (i) by majority vote of the Independent
Trustees cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by the Board of Trustees or by vote of a majority of the
outstanding voting securities of the Fund.

THE ADMINISTRATOR

The Administrator has agreed to be responsible for providing such services
as the Trustees may reasonably request, including but not limited to (i)
maintaining the Trust's books and records (other than financial or accounting
books and records maintained by any custodian, transfer agent or accounting
services agent); (ii) overseeing the Trust's insurance relationships; (iii)
preparing for the Trust (or assisting counsel and/or auditors in the preparation
of all required tax returns, proxy statements and reports to the Trust's
shareholders and Trustees and reports to and other filings with the Commission
and any other governmental agency (the Trust agreeing to supply or cause to be
supplied to the Administrator all necessary financial and other information in
connection with the foregoing); (iv) preparing such applications and reports as
may be necessary to permit the offer and sale of the shares of the Trust under
the securities or "blue sky" laws of the various states selected by the Trust
(the Trust agreeing to pay all filing fees or other similar fees in connection
therewith); (v) responding to all inquiries or other communications of
shareholders, if any, which are directed to the Administrator, or if any such
inquiry or communication is more properly to be responded to by the Trust's
custodian, transfer agent or accounting services agent, overseeing their
response thereto; (vi) overseeing all relationships between the Trust and any
custodian(s), transfer agent(s) and accounting services agent(s), including the
negotiation of agreements and the supervision of the performance of such
agreements; and (vii) authorizing and directing any of the Administrator's
directors, officers and employees who may be elected as Trustees or officers of
the Trust to serve in the capacities in which they are elected. All services to
be furnished by the Administrator under this Agreement may be furnished through
the medium of any such directors, officers or employees of the Administrator.

For its services, the Administrator receives a fee monthly at the following
annual rate:

Fund asset level Fee rate
- ---------------- --------

First $50 million 0.20% of average daily net assets
Next $50 million 0.15% of average daily net assets
Next $50 million 0.10% of average daily net assets
Next $50 million, and thereafter 0.05% of average daily net assets

Subject to an annual minimum of $30,000 for the Trust.

B-16
<PAGE>
DISTRIBUTION ARRANGEMENTS

Pursuant to a plan of distribution adopted by the Trust, on behalf of the
Fund, pursuant to Rule 12b-1 under the 1940 Act (the "Plan"), the Fund may pay
distribution and related expenses up to 0.25% of its average net assets to the
Advisor as distribution coordinator. Expenses permitted to be paid include
preparation, printing and mailing of prospectuses, shareholder reports such as
semi-annual and annual reports, performance reports and newsletters, sales
literature and other promotional material to prospective investors, direct mail
solicitations, advertising, public relations, compensation of sales personnel,
advisors or other third parties for their assistance with respect to the
distribution of the Fund's shares, payments to financial intermediaries for
shareholder support, administrative and accounting services with respect to
shareholders of the Fund and such other expenses as may be approved from time to
time by the Board of Trustees of the Trust.

The Plan allows excess distribution expenses to be carried forward by the
Advisor, as distribution coordinator, and resubmitted in a subsequent fiscal
year, provided that (i) distribution expenses cannot be carried forward for more
than three years following initial submission; (ii) the Trustees have made a
determination at the time of initial submission that the distribution expenses
are appropriate to be carried forward; and (iii) the Trustees make a further
determination, at the time any distribution expenses which have been carried
forward are submitted for payment, that payment at the time is appropriate,
consistent with the objectives of the Plan and in the current best interests of
shareholders.

Under the Plan, the Trustees will be furnished quarterly with information
detailing the amount of expenses paid under the Plan and the purposes for which
payments were made. The Plan may be terminated at any time by vote of a majority
of the Trustees of the Trust who are not interested persons. Continuation of the
Plan is considered by such Trustees no less frequently than annually. During the
period beginning July 9, 1997 and ending June 30, 1998, the Fund paid to the
Distribution Coordinator distribution fees totaling $1,977 for the original
class of shares of the Fund. During the fiscal year ending June 30, 1999, the
Fund paid to the Distribution Coordinator distribution fees totaling $3,473 for
both Class I and Class A shares of the Fund.

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Advisory Agreement states that the Advisor shall be responsible for
broker-dealer selection and for negotiation of brokerage commission rates,
provided that the Advisor shall not direct orders to an affiliated person of the
Advisor without general prior authorization to use such affiliated broker or
dealer by the Trust's Board of Trustees. The Advisor's primary consideration in
effecting a securities transaction will be execution at the most favorable
price. In selecting a broker-dealer to execute each particular transaction, the
Advisor may take the following into consideration: the best net price available;
the reliability, integrity and financial condition of the broker-dealer. the
size of and difficulty in executing the order; and the value of the expected
contribution of the broker-dealer to the investment performance of the Fund on a
continuing basis. The price to the Fund in any transaction may be less favorable
than that available from another broker-dealer if the difference is reasonably
justified by other aspects of the portfolio execution services offered.

Subject to such policies as the Advisor and the Board of Trustees of the
Trust may determine, the Advisor shall not be deemed to have acted unlawfully or
to have breached any duty created by this Agreement or otherwise solely by
reason of its having caused the Fund to pay a broker or dealer that provides
(directly or indirectly) brokerage or research services to the Advisor an amount
of commission for effecting a portfolio transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction, if the Advisor determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Advisor's overall responsibilities with respect to
the Fund. The Advisor is further authorized to allocate the orders placed by it
on behalf of the Fund to such brokers or dealers who also provide research or
statistical material, or other services, to the Trust, the Advisor, or any
affiliate of either. Such allocation shall be in such amounts and proportions as
the Advisor shall determine, and the Advisor shall report on such allocations
regularly to the Advisor and the Trust, indicating the broker-dealers to whom
such allocations have been made and the basis therefor. The Advisor is also
authorized to consider sales of shares of the Fund as a factor in the selection
of brokers or dealers to execute portfolio transactions, subject to the
requirements of best execution, I.E., that such brokers or dealers are able to
execute the order promptly and at the best obtainable securities price.

B-17
<PAGE>
On occasions when the Advisor deems the purchase or sale of a security to
be in the best interest of the Fund as well as other clients of the Advisor, the
Advisor, to the extent permitted by applicable laws and regulations, may
aggregate the securities to be so purchased or sold in order to obtain the most
favorable price of lower brokerage commissions and the most efficient execution.
In such event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Advisor in the manner
it considers to be most equitable and consistent with its fiduciary obligations
to the Fund and to such other clients.

Brokerage commissions paid during the period beginning July 9, 1997, and
ending June 30, 1998, aggregated $30,234. Brokerage commissions paid during the
year ending June 30, 1999, aggregated $19,104.

NET ASSET VALUE

The net asset value of each class of the Fund's shares will fluctuate and
is determined as of the close of trading on the New York Stock Exchange (the
"NYSE") (generally 4:00p.m. Eastern time) each business day the NYSE is open for
trading. The NYSE annually announces the days on which it will not be open for
trading. The NSYE generally closes for holidays such as: New Year's Day, Martin
Luther King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day. However, the NYSE may close
on days not included in this list.

The net asset value per share of a class of the Fund is computed by
dividing the value of the securities held by the Fund plus any other cash or
other assets (including interest and dividends accrued but not yet received)
minus that class's proportional interest in the Fund's liabilities (including
accrued expenses) by the total number of shares of that class outstanding at
such time.

Generally, trading in and valuation of securities in Poland is
substantially completed each day prior to the close of the NYSE. In addition,
trading in, and valuation of, those securities may not take place on some days
in which the NYSE is open for trading. In that case, the price used to determine
the Fund's net asset value on the last day on which such security was traded of
was priced will be used, unless the Trust's Board of Trustees determines that a
different price should be used. Furthermore, trading takes place in Poland on
days which the NYSE is not open for trading on which the Fund's net asset value
is not calculated. Occasionally, events affecting the values of such securities
in U.S. dollars on a day on which the Fund calculates its net asset value may
occur between the times when such securities are valued and the close of the
NYSE that will not be reflected in the computation of the Fund's net asset value
unless the Board or its delegates deem that such events would materially affect
the net asset value, in which case and adjustment would be made.

Generally, the Fund's investments are valued at market value or, in the
absence of a market value, at fair value as determined in good faith by the
Advisor and the Trust's Valuation Committee pursuant to procedures approved by
or under the direction of the Board.

The Fund's securities, including ADRs, EDRs and GDRs, which are traded on
securities exchanges are valued at the last sale price on the exchange on which
such securities are traded, as of the close of business on the day the
securities are being valued or, lacking any reported sales, at the mean between
the last available bid and asked price. Securities that are traded on more than
one exchange are valued on the exchange determined by the Advisor to be the
primary market. 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 and assets for which market quotations are
not readily available (including restricted securities which are subject to
limitations as to their sale) are valued at fair value as determined in good
faith by or under the direction of the Board.

Short-term debt obligations with remaining maturities in excess of 60 days
are valued at current market prices, as discussed above. Short-term securities
with 60 days or less remaining to maturity are, unless conditions indicate
otherwise, amortized to maturity based on their cost to the Fund if acquired
within 60 days of maturity or, if already held by the Fund on the 60th day,
based on the value determined on the 61st day.

B-18
<PAGE>
Any assets or liabilities initially expressed in terms of foreign
currencies are translated into U.S. dollars at the official exchange rate or,
alternatively, at the mean of the current bid and asked prices of such
currencies against the U.S. dollar last quoted by a major bank that is a regular
participant in the foreign exchange market or on the basis of a pricing service
that takes into account the quotes provided by a number of such major banks. if
neither of these alternatives is available or both are deemed not to provide a
suitable methodology for converting a foreign currency into U.S. dollars, the
Board in good faith will establish a conversion rate for such currency.

All other assets of the Fund are valued in such manner as the Board in good
faith deems appropriate to reflect their fair value.

TAXATION

The Fund intends to continue to qualify and elect to be treated as a
regulated investment company under Subchapter M of the Internal Revenue Code of
1986, (the "Code"), for each taxable year by complying with all applicable
requirements regarding the source of its income, the diversification of its
assets, and the timing of its distributions. The Fund's policy is to distribute
to its shareholders all of its investment company taxable income and any net
realized capital gains for each fiscal year in a manner that complies with the
distribution requirements of the Code, so that the Fund will not be subject to
any federal income or excise taxes based on net income. However, the Board may
elect to pay such excise taxes if it determines that payment is, under the
circumstances, in the best interests of the Fund.

In order to qualify as a regulated investment company, the Fund must, among
other things, (a) derive at least 90% of its gross income each year from
dividends, interest, payments with respect to loans of stock and securities,
gains from the sale or other disposition of stock or securities or foreign
currency gains related to investments in stock or securities, or other income
(generally including gains from options, futures or forward contracts) derived
with respect to the business of investing in stock, securities or currency, and
(b) diversify its holdings so that, at the end of each fiscal quarter, (i) at
least 50% of the market value of its assets is represented by cash, cash items,
U.S. Government securities, securities of other regulated investment companies
and other securities limited, for purposes of this calculation, in the case of
other securities of any one issuer to an amount not greater than 5% of the
Fund's assets or 10% of the voting securities of the issuer, and (ii) not more
than 25% of the value of its assets is invested in the securities of any one
issuer (other than U.S. Government securities or securities of other regulated
investment companies). As such, and by complying with the applicable provisions
of the Code, the Fund will not be subject to federal income tax on taxable
income (including realized capital gains) that is distributed to shareholders in
accordance with the timing requirements of the Code. If the Fund is unable to
meet certain requirements of the Code, it may be subject to taxation as a
corporation.

Distributions of net investment income and net realized capital gains by
the Fund will be taxable to shareholders whether made in cash or reinvested by
the Fund in shares. In determining amounts of net realized capital gains to be
distributed, any capital loss carry-overs from the eight prior taxable years
will be applied against capital gains. Shareholders receiving a distribution
from the Fund in the form of additional shares will have a cost basis for
federal income tax purposes in each share so received equal to the net asset
value of a share of the Fund on the reinvestment date. Fund distributions also
will be included in individual and corporate shareholders' income on which the
alternative minimum tax may be imposed.

The Fund or the securities dealer effecting a redemption of the Fund's
shares by a shareholder will be required to file information reports with the
Internal Revenue Service ("IRS") with respect to distributions and payments made
to the shareholder. In addition, the Fund will be required to withhold federal
income tax at the rate of 31% on taxable dividends, redemptions and other
payments made to accounts of individual or other non-exempt shareholders who
have not furnished their correct taxpayer identification numbers and certain
required certifications on the New Account application or with respect to which
the Fund or the securities dealer has been notified by the IRS that the number
furnished is incorrect or that the account is otherwise subject to withholding.

The Fund intends to declare and pay dividends and other distributions, as
stated in the prospectuses. In order to avoid the payment of any federal excise
tax based on net income, the Fund must declare on or before December 31 of each
year, and pay on or before January 31 of the following year, distributions at
least equal to 98% of its ordinary income for that calendar year and at least
98% of the excess of any capital gains over any capital losses realized in the
one-year period ending October 31 of that year, together with any undistributed
amounts of ordinary income and capital gains (in excess of capital losses) from
the previous calendar year.

B-19
<PAGE>
The Fund may receive dividend distributions from U.S. corporations. To the
extent that the Fund receives such dividends and distributes them to its
shareholders, and meets certain other requirements of the Code, corporate
shareholders of the Fund may be entitled to the "dividends received" deduction.
Availability of the deduction is subject to certain holding period and
debt-financing limitations.

If more than 50% in value of the total assets of the Fund at the end of its
fiscal year is invested in stock or securities of foreign corporations, the Fund
may elect to pass through to its shareholders the pro rata share of all foreign
income taxes paid by the Fund. If this election is made, shareholders will be
(i) required to include in their gross income their pro rata share of the Fund's
foreign source income (including any foreign income taxes paid by the Fund), and
(ii) entitled either to deduct their share of such foreign taxes in computing
their taxable income or to claim a credit for such taxes against their U.S.
income tax, subject to certain limitations under the Code, including certain
holding period requirements. In this case, shareholders will be informed in
writing by the Fund at the end of each calendar year regarding the availability
of any credits on and the amount of foreign source income (including or
excluding foreign income taxes paid by the Fund) to be included in their income
tax returns. If not more than 50% in value of the Fund's total assets at the end
of its fiscal year is invested in stock or securities of foreign corporations,
the Fund will not be entitled under the Code to pass through to its shareholders
their pro rata share of the foreign taxes paid by the Fund. In this case, these
taxes will be taken as a deduction by the Fund.

The Fund may be subject to foreign withholding taxes on dividends and
interest earned with respect to securities of foreign corporations.

The use of hedging strategies, such as entering into futures contracts and
forward contracts and purchasing options, involves complex rules that will
determine the character and timing of recognition of the income received in
connection therewith by the Fund. Income from foreign currencies (except certain
gains therefrom that may be excluded by future regulations) and income from
transactions in options, futures contracts and forward contracts derived by the
Fund with respect to its business of investing in securities or foreign
currencies will qualify as permissible income under Subchapter M of the Code.

For accounting purposes, when the Fund purchases an option, the premium
paid by the Fund is recorded as an asset and is subsequently adjusted to the
current market value of the option. Any gain or loss realized by the Fund upon
the expiration or sale of such options held by the Fund generally will be
capital gain or loss.

Any security, option, or other position entered into or held by the Fund
that substantially diminishes the Fund's risk of loss from any other position
held by the Fund may constitute a "straddle" for federal income tax purposes. In
general, straddles are subject to certain rules that may affect the amount,
character and timing of the Fund's gains and losses with respect to straddle
positions by requiring, among other things, that the loss realized on
disposition of one position of a straddle be deferred until gain is realized on
disposition of the offsetting position; that the Fund's holding period in
certain straddle positions not begin until the straddle is terminated (possibly
resulting in the gain being treated as short-term capital gain rather than
long-term capital gain); and that losses recognized with respect to certain
straddle positions, which would otherwise constitute short-term capital losses,
be treated as long-term capital losses. Different elections are available to the
Fund that may mitigate the effects of the straddle rules.

Certain options, futures contracts and forward contracts that are
subject to Section 1256 of the Code ("Section 1256 Contracts") and that are held
by the Fund at the end of its taxable year generally will be required to be
"marked to market" for federal income tax purposes, that is, deemed to have been
sold at market value. Sixty percent of any net gain or loss recognized on these
deemed sales and 60% of any net gain or loss realized from any actual sales of
Section 1256 Contracts will be treated as long-term capital gain or loss, and
the balance will be treated as short-term capital gain or loss.

Section 988 of the Code contains special tax rules applicable to
certain foreign currency transactions that may affect the amount, timing and
character of income, gain or loss recognized by the Fund. Under these rules,
foreign exchange gain or loss realized with respect to foreign
currency-denominated debt instruments, foreign currency forward contracts,
foreign currency denominated payables and receivables and foreign currency
options and futures contracts (other than options and futures contracts that are
governed by the mark-to-market and 60/40 rules of Section 1256 of the Code and
for which no election is made) is treated as ordinary income or loss. Some part
of the Fund's gain or loss on the sale or other disposition of shares of a
foreign corporation may, because of changes in foreign currency exchange rates,
be treated as ordinary income or loss under Section 988 of the Code rather than
as capital gain or loss.

B-20
<PAGE>
A shareholder who purchases shares of the Fund by tendering payment for the
shares in the form of other securities may be required to recognize gain or loss
for income tax purposes on the difference, if any, between the adjusted basis of
the securities tendered to the fund and the purchase price of the Fund's shares
acquired by the shareholder.

Section 475 of the Code requires that a "dealer" in securities must
generally "mark to market" at the end of its taxable year all securities which
it owns. The resulting gain or loss is treated as ordinary (and not capital)
gain or loss, except to the extent allocable to periods during which the dealer
held the security for investment. The "mark to market" rules do not apply,
however, to a security held for investment which is clearly identified in the
dealer's records as being held for investment before the end of the day in which
the security was acquired. The IRS has issued guidance under Section 475 that
provides that, for example, a bank that regularly originates and sells loans is
a dealer in securities, and subject to the "mark to market" rules. Shares of the
Fund held by a dealer in securities will be subject to the "mark to market"
rules unless they are held by the dealer for investment and the dealer property
identifies the shares as held for investment.

Redemptions and exchanges of shares of the Fund will result in gains or
losses for tax purposes to the extent of the difference between the proceeds and
the shareholder's adjusted tax basis for the shares. Any loss realized upon the
redemption or exchange of shares within six months from their date of purchase
will be treated as a long-term capital loss to the extent of distributions of
long-term capital gain dividends during such six-month period. All or a portion
of a loss realized upon the redemption of shares may be disallowed to the extent
shares are purchased (including shares acquired by means of reinvested
dividends) within 30 days before or after such redemption.

Distributions and redemptions may be subject to state and local income
taxes, and the treatment thereof may differ from the federal income tax
treatment. Foreign taxes may apply to non-U.S. investors.

The above discussion and the related discussion in the prospectuses are not
intended to be complete discussions of all applicable federal tax consequences
of an investment in the Fund. The law firm of Paul, Hastings, Janofsky & Walker
LLP has expressed no opinion in respect thereof. Nonresident aliens and foreign
persons are subject to different tax rules, and may be subject to withholding of
up to 30% on certain payments received from the Fund. Shareholders are advised
to consult with their own tax advisers concerning the application of foreign,
federal, state and local taxes to an investment in the Fund.

DIVIDENDS AND DISTRIBUTIONS

The Fund will receive income in the form of dividends and interest earned
on its investments in securities. This income, less the expenses incurred in its
operations, is the Fund's net investment income, substantially all of which will
be declared as dividends to the Fund's shareholders.

The amount of income dividend payments by the Fund is dependent upon the
amount of net investment income received by the Fund from its portfolio
holdings, is not guaranteed and is subject to the discretion of the Board. The
Fund does not pay "interest" or guarantee any fixed rate of return on an
investment in its shares.

The Fund also may derive capital gains or losses in connection with sales
or other dispositions of its portfolio securities. Any net gain the Fund may
realize from transactions involving investments held less than the period
required for long-term capital gain or loss recognition or otherwise producing
short-term capital gains and losses (taking into account any carryover of
capital losses from the eight previous taxable years), although a distribution
from capital gains, will be distributed to shareholders with and as a part of
dividends giving rise to ordinary income. If during any year the Fund realizes a
net gain on transactions involving investments held more than the period
required for long-term capital gain or loss recognition or otherwise producing
long-term capital gains and losses, the Fund will have a net long-term capital
gain. After deduction of the amount of any net short-term capital loss, the
balance (to the extent not offset by any capital losses carried over from the
eight previous taxable years) will be distributed and treated as long-term
capital gains in the hands of the shareholders regardless of the length of time
the Fund's shares may have been held by the shareholders. For more information
concerning applicable capital gains tax rates, see your tax advisor.

Any dividend or distribution paid by the Fund reduces the Fund's net asset
value per share on the date paid by the amount of the dividend or distribution
per share. Accordingly, a dividend or distribution paid shortly after a purchase
of shares by a shareholder would represent, in substance, a partial return of
capital (to the extent it is paid on the shares so purchased), even though it
would be subject to income taxes.

B-21
<PAGE>
Dividends and other distributions will be made in the form of additional
shares of the Fund unless the shareholder has otherwise indicated. Investors
have the right to change their elections with respect to the reinvestment of
dividends and distributions by notifying the Transfer Agent in writing, but any
such change will be effective only as to dividends and other distributions for
which the record date is seven or more business days after the Transfer Agent
has received the written request.

PERFORMANCE INFORMATION

The Fund may, from time to time, quote various performance figures in
advertisements and other communications to illustrate its past performance.
Performance figures will be calculated separately for each class of shares.

TOTAL RETURN

Average annual total return quotations used in the Fund's advertising and
promotional materials are calculated according to the following formula:

n
P(1 + T) = ERV

where "P" equals a hypothetical initial payment of $1000; "T" equals average
annual total return; "n" equals the number of years; and "ERV" equals the ending
redeemable value at the end of the period of a hypothetical $1000 payment made
at the beginning of the period.

Under the foregoing formula, the time periods used in advertising will be
based on rolling calendar quarters, updated to the last day of the most recent
quarter prior to submission of the advertising for publication. Average annual
total return, or "T" in the above formula, is computed by finding the average
annual compounded rates of return over the period that would equate the initial
amount invested to the ending redeemable value. Average annual total return
assumes the reinvestment of all dividends and distributions.

For the period from July 9, 1997 (commencement of operations) through June
30, 1998, the Kaminski Poland Fund had a Total Return of (17.6)%. For the fiscal
year ending June 30, 1999, the Fund had a Total Return of (5.09)%.

YIELD

Annualized yield quotations used in the Fund's advertising and promotional
materials are calculated by dividing the Fund's investment income for a
specified thirty-day period, net of expenses, by the average number of shares
outstanding during the period, and expressing the result as an annualized
percentage (assuming semi-annual compounding) of the net asset value per share
at the end of the period. Yield quotations are calculated according to the
following formula:

YIELD = 2 [(a-b + 1)6 - 1]
---
cd

where "a" equals dividends and interest earned during the period; "b" equals
expenses accrued for the period, net of reimbursements; "c" equals the average
daily number of shares outstanding during the period that are entitled to
receive dividends and "d" equals the maximum offering price per share on the
last day of the period.

Except as noted below, in determining net investment income earned during
the period ("a" in the above formula), the Fund calculates interest earned on
each debt obligation held by it during the period by (1) computing the
obligation's yield to maturity, based on the market value of the obligation
(including actual accrued interest) on the last business day of the period or,
if the obligation was purchased during the period, the purchase price plus
accrued interest; (2) dividing the yield to maturity by 360 and multiplying the
resulting quotient by the market value of the obligation (including actual
accrued interest). Once interest earned is calculated in this fashion for each
debt obligation held by the Fund, net investment income is then determined by
totaling all such interest earned.

For purposes of these calculations, the maturity of an obligation with one
or more call provisions is assumed to be the next date on which the obligation
reasonably can be expected to be called or, if none, the maturity date.

OTHER INFORMATION

Performance data of the Fund quoted in advertising and other promotional
materials represents past performance and is not intended to predict or
guarantee future results. The return and principal value of an investment in the
Fund will fluctuate, and an investor's redemption proceeds may be more or less
than the original investment amount. In advertising and promotional materials
the Fund may compare its performance with data published by Lipper Analytical
Services, Inc. ("Lipper") or CDA Investment Technologies, Inc. ("CDA"). The Fund
also may refer in such materials to mutual fund performance rankings and other
data, such as comparative asset, expense and fee levels, published by Lipper or

B-22
<PAGE>
CDA. Advertising and promotional materials also may refer to discussions of the
Fund and comparative mutual fund data and ratings reported in independent
periodicals including, but not limited to, THE WALL STREET JOURNAL, MONEY
Magazine, FORBES, BUSINESS WEEK, FINANCIAL WORLD and BARRON'S.

GENERAL INFORMATION

Advisors Series Trust is an open-end management investment company
organized as a Delaware business trust under the laws of the State of Delaware
on October 3, 1996. The Trust currently consists of 18 series of shares of
beneficial interest, par value of $0.01 per share. The Declaration of Trust
permits the Trustees to issue an unlimited number of full and fractional shares
of beneficial interest and to divide or combine the shares into a greater or
lesser number of shares without thereby changing the proportionate beneficial
interest in the Fund. Each share represents an interest in the Fund
proportionately equal to the interest of each other share. Upon the Fund's
liquidation, all shareholders would share pro rata in the net assets of the Fund
available for distribution to shareholders.

The Declaration of Trust does not require the issuance of stock
certificates. If stock certificates are issued, they must be returned by the
registered owners prior to the transfer or redemption of shares represented by
such certificates.

If they deem it advisable and in the best interest of shareholders, the
Board of Trustees may create additional series of shares which differ from each
other only as to dividends. The Board of Trustees has created 18 series of
shares, and may create additional series in the future, each of which have
separate assets and liabilities. Income and operating expenses not specifically
attributable to a particular Fund are be allocated fairly among the Funds by the
Trustees, generally on the basis of the relative net assets of each Fund.

The Fund intends to pay cash (U.S. dollars) for all shares redeemed, but,
under abnormal conditions that make payment in cash unwise, the Fund may make
payment partly in its portfolio securities with a current amortized cost or
market value, as appropriate, equal to the redemption price. Although the Fund
does not anticipate that it will make any part of a redemption payment in
securities, if such payment were made, an investor may incur brokerage costs in
converting such securities to cash. The Trust has elected to be governed by the
provisions of Rule 18f-1 under the Investment Company Act, which require that
the Fund pay in cash all requests for redemption by any shareholder of record
limited in amount, however, during any 90-day period to the lesser of $250,000
or 1% of the value of the Fund's net assets at the beginning of such period.

Rule 18f-2 under the 1940 Act provides that as to any investment company
which has two or more series outstanding and as to any matter required to be
submitted to shareholder vote, such matter is not deemed to have been
effectively acted upon unless approved by the holders of a "majority" (as
defined in the Rule) of the voting securities of each series affected by the
matter. Such separate voting requirements do not apply to the election of
Trustees or the ratification of the selection of accountants. The Rule contains
special provisions for cases in which an advisory contract is approved by one or
more, but not all, series. A change in investment policy may go into effect as
to one or more series whose holders so approve the change even though the
required vote is not obtained as to the holders of other affected series.

The Fund's principal underwriter is First Fund Distributors, Inc., 4455 E.
Camelback Road, Suite 261E, Phoenix, AZ 85018. The Fund's custodian, Firstar
Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202 is responsible for holding
the Funds' assets. Citibank, N.A. acts as the Fund's sub-custodian in Poland.
American Data Services, 150 Motor Parkway, Suite 109, Hauppauge, NY 11788 acts
as the Fund's transfer agent and accounting services agent. The Fund's
independent accountants, PricewaterhouseCoopers LLP 650 Third Avenue South,
Suite 1300, Minneapolis, MN 55402 assist in the preparation of certain reports
to the Securities and Exchange Commission and the Fund's tax returns.

The Fund is a management, open-end, diversified investment company.

The validity of the shares offered by the prospectus have been passed upon
by Paul, Hastings, Janofsky & Walker LLP, 345 California Street, San Francisco,
California 94104.

Shares of the Fund owned by the Trustees and officers as a group were less
than 1% at October 28, 1999.

On October 28, 1999, the following owned of record and/or beneficially more
than 5% of the Fund's outstanding voting securities:

NAME AND ADDRESS % OF SHARES
---------------- -----------

Bear Stearns Securities Corp. 28.16%
1 Metrotech Center North
Brooklyn, NY 11201

Charles Schwab & Co., Inc. 10.39%
101 Montgomery Street
San Francisco, CA 94104

National Investors Services Corp. 5.75%
55 Water Street, 32nd Floor
New York, NY 10041

<PAGE>
As filed with the Securities and Exchange Commission on November 3, 1999
Registration No. 333-17391
File No. 811-07959
================================================================================

Part C

Form N-1A

REGISTRATION STATEMENT

ADVISORS SERIES TRUST

Kaminski Poland Fund Class I
Kaminski Poland Fund Class A

================================================================================
<PAGE>
PART C

OTHER INFORMATION

ITEM 23. EXHIBITS.

(a) Agreement and Declaration of Trust (1)
(b) By-Laws (1)
(c) Not applicable
(d) (i) Form of Investment Advisory Agreement (4)
(ii) Form of Amendment to Investment Advisory Agreement (5)
(e) Distribution Agreement (2)
(f) Not applicable
(g) Custodian Agreement (3)
(h) (i) Administration Agreement with Investment Company
Administration Corporation (2)
(ii) Fund Accounting Service Agreement (2)
(iii) Transfer Agency and Service Agreement (2)
(i) Not applicable
(j) Consent of Accountants
(k) Not applicable
(l) Investment letters (3)
(m) Form of Rule 12b-1 Plan (4)
(n) Not applicable
(o) Not applicable

- ----------
(1) Previously filed with the Registration Statement on Form N-1A (File No.
333-17391) on December 6, 1996 and incorporated herein by reference.

(2) Previously filed with Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A (File No. 333-17391) on January 29, 1997 and
incorporated herein by reference.

(3) Previously filed with Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-1A (File No. 333-17391) on February 28, 1997 and
incorporated herein by reference.

(4) Previously filed with Post-Effective Amendment No. 37 to the Registration
Statement on Form N-1A (File No. 333-17391) on January 15, 1999 and
incorporated herein by reference.

(5) Previously filed with Post-Effective Amendment No. 45 to the Registration
Statement on Form N-1A (File No. 333-17391) on June 30, 1999 and
incorporated herein by reference.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

None.

ITEM 25. INDEMNIFICATION.

Article VI of Registrant's By-Laws states as follows:
<PAGE>
Section 1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this
Article, "agent" means any person who is or was a Trustee, officer, employee or
other agent of this Trust or is or was serving at the request of this Trust as a
Trustee, director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise or was a
Trustee, director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor of another enterprise at the request of such
predecessor entity; "proceeding" means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative;
and "expenses" includes without limitation attorney's fees and any expenses of
establishing a right to indemnification under this Article.

Section 2. ACTIONS OTHER THAN BY TRUST. This Trust shall indemnify any
person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of this Trust) by reason of
the fact that such person is or was an agent of this Trust, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with such proceeding, if it is determined that person acted in
good faith and reasonably believed:

(a) in the case of conduct in his official capacity as a Trustee of the
Trust, that his conduct was in the Trust's best interests, and

(b) in all other cases, that his conduct was at least not opposed to the
Trust's best interests, and

(c) in the case of a criminal proceeding, that he had no reasonable cause
to believe the conduct of that person was unlawful.

The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in the best interests of this
Trust or that the person had reasonable cause to believe that the person's
conduct was unlawful.

Section 3. ACTIONS BY THE TRUST. This Trust shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action by or in the right of this Trust to procure a judgment in
its favor by reason of the fact that that person is or was an agent of this
Trust, against expenses actually and reasonably incurred by that person in
connection with the defense or settlement of that action if that person acted in
good faith, in a manner that person believed to be in the best interests of this
Trust and with such care, including reasonable inquiry, as an ordinarily prudent
person in a like position would use under similar circumstances.

Section 4. EXCLUSION OF INDEMNIFICATION. Notwithstanding any provision to
the contrary contained herein, there shall be no right to indemnification for
any liability arising by reason of willful misfeasance, bad faith, gross
negligence, or the reckless disregard of the duties involved in the conduct of
the agent's office with this Trust.

No indemnification shall be made under Sections 2 or 3 of this Article:
<PAGE>
(a) In respect of any claim, issue, or matter as to which that person
shall have been adjudged to be liable on the basis that personal
benefit was improperly received by him, whether or not the benefit
resulted from an action taken in the person's official capacity; or

(b) In respect of any claim, issue or matter as to which that person shall
have been adjudged to be liable in the performance of that person's
duty to this Trust, unless and only to the extent that the court in
which that action was brought shall determine upon application that in
view of all the circumstances of the case, that person was not liable
by reason of the disabling conduct set forth in the preceding
paragraph and is fairly and reasonably entitled to indemnity for the
expenses which the court shall determine; or

(c) of amounts paid in settling or otherwise disposing of a threatened or
pending action, with or without court approval, or of expenses
incurred in defending a threatened or pending action which is settled
or otherwise disposed of without court approval, unless the required
approval set forth in Section 6 of this Article is obtained.

Section 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this
Trust has been successful on the merits in defense of any proceeding referred to
in Sections 2 or 3 of this Article or in defense of any claim, issue or matter
therein, before the court or other body before whom the proceeding was brought,
the agent shall be indemnified against expenses actually and reasonably incurred
by the agent in connection therewith, provided that the Board of Trustees,
including a majority who are disinterested, non-party Trustees, also determines
that based upon a review of the facts, the agent was not liable by reason of the
disabling conduct referred to in Section 4 of this Article.

Section 6. REQUIRED APPROVAL. Except as provided in Section 5 of this
Article, any indemnification under this Article shall be made by this Trust only
if authorized in the specific case on a determination that indemnification of
the agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in Sections 2 or 3 of this Article and
is not prohibited from indemnification because of the disabling conduct set
forth in Section 4 of this Article, by:

(a) A majority vote of a quorum consisting of Trustees who are not parties
to the proceeding and are not interested persons of the Trust (as
defined in the Investment Company Act of 1940); or

(b) A written opinion by an independent legal counsel.

Section 7. ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by this Trust before the final disposition of the
proceeding upon a written undertaking by or on behalf of the agent, to repay the
amount of the advance if it is ultimately determined that he or she is not
entitled to indemnification, together with at least one of the following as a
condition to the advance: (i)security for the undertaking; or (ii) the existence
of insurance protecting the Trust against losses arising by reason of any lawful
advances; or (iii) a determination by a majority of a quorum of Trustees who are
not parties to the proceeding and are not interested persons of the Trust, or by
an independent legal counsel in a written opinion, based on a review of readily
available facts that there is reason to believe that the agent ultimately will
be found entitled to indemnification. Determinations and authorizations of
<PAGE>
payments under this Section must be made in the manner specified in Section 6 of
this Article for determining that the indemnification is permissible.

Section 8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article
shall affect any right to indemnification to which persons other than Trustees
and officers of this Trust or any subsidiary hereof may be entitled by contract
or otherwise.

Section 9. LIMITATIONS. No indemnification or advance shall be made under
this Article, except as provided in Sections 5 or 6 in any circumstances where
it appears:

(a) that it would be inconsistent with a provision of the Agreement and
Declaration of Trust of the Trust, a resolution of the shareholders,
or an agreement in effect at the time of accrual of the alleged cause
of action asserted in the proceeding in which the expenses were
incurred or other amounts were paid which prohibits or otherwise
limits indemnification; or

(b) that it would be inconsistent with any condition expressly imposed by
a court in approving a settlement.

Section 10. INSURANCE. Upon and in the event of a determination by the
Board of Trustees of this Trust to purchase such insurance, this Trust shall
purchase and maintain insurance on behalf of any agent of this Trust against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such, but only to the extent that this Trust would
have the power to indemnify the agent against that liability under the
provisions of this Article and the Agreement and Declaration of Trust of the
Trust.

Section 11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article does not
apply to any proceeding against any Trustee, investment manager or other
fiduciary of an employee benefit plan in that person's capacity as such, even
though that person may also be an agent of this Trust as defined in Section 1 of
this Article. Nothing contained in this Article shall limit any right to
indemnification to which such a Trustee, investment manager, or other fiduciary
may be entitled by contract or otherwise which shall be enforceable to the
extent permitted by applicable law other than this Article.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

The information required by this item with respect to American Trust
Company is as follows:

American Trust Company is a trust company chartered under the laws of the
State of New Hampshire. Its President and Director, Paul H. Collins, is a
director of:

MacKenzie-Childs, Ltd.
360 State Road 90
Aurora, NY 13026

Great Northern Arts
Castle Music, Inc.
World Family Foundation
all with an address at
Gordon Road, Middletown, NY
<PAGE>
Robert E. Moses, a Director of American Trust Company, is a director of:

Mascoma Mutual Hold Corp.
On The Green
Lebanon, NH 03766

Information required by this item is contained in the Form ADV of the
following entities and is incorporated herein by reference:

NAME OF INVESTMENT ADVISER FILE NO.
-------------------------- --------

Kaminski Asset Management, Inc. 801-53485
Rockhaven Asset Management, LLC 801-54084
Chase Investment Counsel Corp. 801-3396
Avatar Investors Associates Corp. 801-7061
The Edgar Lomax Company 801-19358
Al Frank Asset Management, Inc. 801-30528
Heritage West Advisors, LLC 801-55233
Howard Capital Management 801-10188
Segall Bryant & Hamill 801-47232
National Asset Management Corporation 801-14666
Charter Financial Group, Inc. 801-50956

ITEM 27. PRINCIPAL UNDERWRITERS.

(a) The Registrant's principal underwriter also acts as principal
underwriter for the following investment companies:

Guinness Flight Investment Funds
Fleming Capital Mutual Fund Group, Inc.
Fremont Mutual Funds, Inc.
Jurika & Voyles Fund Group
Kayne Anderson Mutual Funds
Masters' Select Funds Trust
O'Shaughnessy Funds, Inc.
PIC Investment Trust
The Purisima Funds
Professionally Managed Portfolios
Rainier Investment Management Mutual Funds
RNC Mutual Fund Group, Inc.
Brandes Investment Trust
Allegiance Investment Trust
The Dessauer Global Equity Fund
Puget Sound Alternative Investment Trust
UBS Private Investor Funds
<PAGE>
(b) The following information is furnished with respect to the officers and
directors of First Fund Distributors, Inc.: Position and Offices Position and
Name and Principal with Principal Offices with Business Address Underwriter
Registrant

Robert H. Wadsworth President and Vice President
4455 E. Camelback Road Treasurer
Suite 261E
Phoenix, AZ 85018

Eric M. Banhazl Vice President President,
2020 E. Financial Way, Ste. 100 Treasurer
Glendora, CA 91741 and Trustee

Steven J. Paggioli Vice President and Vice President
915 Broadway, Ste. 1605 Secretary
New York, New York 10010

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.

The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the rules promulgated thereunder are in the possession of the following persons:

(a) the documents required to be maintained by paragraph (4) of Rule
31a-1(b) will be maintained by the Registrant;

(b) the documents required to be maintained by paragraphs (5), (6), (10)
and (11) of Rule 31a-1(b) will be maintained by the respective investment
advisors:

American Trust Company, One Court Street, Lebanon, NH 03766

Kaminski Asset Management, Inc., 319 First Avenue, Suite 300, Minneapolis,
MN 55401

Rockhaven Asset Management, 100 First Avenue, Suite 1050, Pittsburgh, PA
15222

Chase Investment Counsel Corp., 300 Preston Avenue, Charlottesville, VA
22902

Avatar Associates Investment Corp., 900 Third Avenue, New York, NY 10022

The Edgar Lomax Company, 6564 Loisdale Court, Springfield, VA 22150

Al Frank Asset Management, Inc. 465 Forest Avenue, Suite I, Laguna Beach,
CA 92651

Heritage West Advisors, LLC, 1850 North Central Ave., Suite 610, Phoenix,
AZ 85004
<PAGE>
Liberty Bank and Trust Company, 4101 Pauger St., Suite 105, New Orleans, LA
70122

Howard Capital Management, 45 Rockefeller Plaza, Suite 1440, New York, New
York 10111

Segall Bryant & Hamill, 10 South Wacker Drive, Suite 2150, Chicago, IL
60606

National Asset Management Corporation, 101 South Fifth Street, Louisville,
KY 40202

Charter Financial Group, Inc., 1401 I Street N.W., Suite 505, Washington,
DC 20005

(c) with respect to The Heritage West Dividend Capture Income Fund series
of the Registrant, all other records will be maintained by the Registrant; and

(d) all other documents will be maintained by Registrant's custodian,
Firstar Bank, 425 Walnut Street, Cincinnati, OH 45202.

ITEM 29. MANAGEMENT SERVICES.

Not applicable.

ITEM 30. UNDERTAKINGS.

Registrant hereby undertakes to:

(a) Furnish each person to whom a Prospectus is delivered a copy of the
applicable latest annual report to shareholders, upon request and
without charge.

(b) If requested to do so by the holders of at least 10% of the Trust's
outstanding shares, call a meeting of shareholders for the purposes of
voting upon the question of removal of a trustee and assist in
communications with other shareholders.

(c) On behalf of each of its series, to change any disclosure of past
performance of an Advisor to a series to conform to changes in the
position of the staff of the Commission with respect to such
presentation.
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant represents that this amendment
meets all the requirements for effectiveness pursuant to Rule 485(b) under the
Securities Act of 1933, and has duly caused this amendment to this Registration
Statement to be signed on its behalf by the undersigned, there to duly
authorized in the City of Phoenix and State of Arizona on the 29th day of
October, 1999.

ADVISORS SERIES TRUST

By /s/ Eric M. Banhazl*
-----------------------------------
Eric M. Banhazl
President

This Amendment to the Registration Statement on Form N-1A of Advisors
Series Trust has been signed below by the following persons in the capacities
indicated on October 29, 1999.

/s/ Eric M. Banhazl* President, Principal Financial
- ----------------------------- and Accounting Officer, and Trustee
Eric M. Banhazl

/s/ Walter E. Auch Sr.* Trustee
- -----------------------------
Walter E. Auch, Sr.

/s/ Donald E. O'Connor* Trustee
- -----------------------------
Donald E. O'Connor

/s/ George T. Wofford III* Trustee
- -----------------------------
George T. Wofford III

* /s/ Robert H. Wadsworth
- -----------------------------
By: Robert H. Wadsworth
Attorney in Fact

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 54 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated September 14, 1999, relating to the financial
statements and financial highlights appearing in the June 30, 1999 Annual Report
to Shareholders of the Kaminski Poland Fund, which are also incorporated by
reference into the Registration Statement. We also consent to the references to
us under the headings "Independent Accountants" and "Financial Highlights" in
the Prospectus and under the heading "General Information" in the Statement of
Additional Information.

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
November 1, 1999