ADVISORS SERIES TRUST
N-30D, 1999-03-23
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                                   THE AVATAR
                                ADVANTAGE EQUITY
                                 ALLOCATION FUND










                                  Annual Report

                               For the year ended
                                December 31, 1998
<PAGE>
January 1999

Dear Shareholder,

We are  pleased  to  report  on the  progress  of the  Avatar  Advantage  Equity
Allocation  Fund for the year ended  December  31,  1998.  During the year,  the
Avatar asset  allocation  philosophy of  participating  in rising  markets while
attempting to limit losses during market downturns,  was put to the test. We are
pleased to report that the Fund passed with flying colors, realizing a return of
25.8% for the year.  The  primary  market  indices  for the same  period were as
follows:

S & P 500                              +28.6%
Dow Jones Industrials                  +18.1%
NASDAQ                                 +40.5%
Russell 2000                            -2.5%

For most of the year, the Fund  maintained a significant  equity  position.  Our
exposure  generally  ranged  from  between 75% and 90%  invested in stocks,  the
remainder in cash. However,  during the volatile period of late summer and early
fall,  the exposure in stocks fell to the 50% range while our cash  exposure was
increased.

1998--THE SECOND SIX MONTHS IN REVIEW

Wall Street was hit hard by several big crises: the Asian dilemma, the Long-Term
Capital  bailout,  and the not unexpected lower corporate  profits.  The ensuing
market  turbulence  resulted  in a flight  away  from  equities  and into  safer
investments,  most notably U.S. Government securities. The 30-year Treasury bond
rates fell to the lowest level in its history while its price went skyward.  Our
models  indicated a pullback from equities was  warranted  and, as a result,  we
lowered our equity  allocation  while  increasing our cash  position.  The third
quarter  achieved  distinction  as the first down quarter for the domestic stock
market since 1990. The fourth quarter  witnessed  another variation of the stock
market's  wild roller  coaster  ride:  it ended with the market's  biggest gains
since the first quarter of 1987.  The Federal  Reserve  reduced  interest  rates
three   times   between   September   and  October  and  the  market  took  off.
Large-capitalization  stocks, in which we were 90% invested, won handily against
mid-  and  small-cap  stocks.  They  were  the  market  leaders  for the  fourth
consecutive  year.  This  out-performance  by  large-cap  stocks is now reaching
historic  proportions.  We increased our stock allocation and benefited from the
leadership of the large-caps.  We ended the year 80% invested in stocks, in line
with our indicators.
<PAGE>
1999 MARKET OUTLOOK

What might we expect for 1999? The U.S.  economy  remains  strong  although most
economists  expect some sort of slow-down in the later quarters of the year. Our
models are  moderately  positive at this time so the upward  trend of the market
would appear to continue,  although we are hoping for less volatility  along the
way. We question  whether  large-caps can continue their historic upward journey
into a fifth year. On the negative  side,  Japan still has not figured a way out
of its economic downturn.  Latin America, Brazil in particular,  remains an area
of  concern.  Both  situations  could  have  unforeseen   consequences  on  many
industries.  Consideration  also centers around what, if any,  effect  President
Clinton's  impeachment  trial will have on the  various  markets.  Finally,  the
escalating  ethnic  conflicts around the world also give us pause and temper our
enthusiasm.

Our  goal at  Avatar  is to  evaluate  current  investment  risk and  alter  the
portfolio  mix to reflect  the  current  environment.  We believe  this goal was
achieved in the Fund's first year of existence.  Our plan for the new year is to
continue  this  strategy  and  to  continue  to  meet  the  various   investment
challenges.


/s/ Elizabeth S. Sonders                     /s/ Charles M. White

Elizabeth S. Sonders                         Charles M. White
Co-Portfolio Manager                         Co-Portfolio Manager
<PAGE>
                   THE AVATAR ADVANTAGE EQUITY ALLOCATION FUND

Comparison  of the  change  in  value  of a  $10,000  investment  in The  Avatar
Advantage Equity Allocation Fund versus the S&P 500 Composite Stock Price Index

Average Annual Total Return
Period ended December 31, 1998
1 Year................25.81%
Since inception (12/3/97):26.09%

                  The Avatar Advantage
                 Equity Allocation Fund    S&P 500 Composite Stock Price Index
                 ----------------------    -----------------------------------
3-Dec-97               $10,000                           $10,000
31-Dec-97              $10,022                           $ 9,947
31-Mar-98              $11,252                           $11,333
30-Jun-98              $11,472                           $11,707
30-Sep-98              $10,765                           $10,542
31-Dec-98              $12,609                           $12,791


Past performance is not predictive of future performance.

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



                                      4
<PAGE>
                   THE AVATAR ADVANTAGE EQUITY ALLOCATION FUND

SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1998
- --------------------------------------------------------------------------------
      Shares      COMMON STOCKS: 80.05%                             Market Value
- --------------------------------------------------------------------------------
                  AEROSPACE / DEFENSE EQUIPMENT: 0.89%
      1,200       United Technologies Corporation.................  $  130,500
                                                                    ----------

                  AUTOMOBILES: 1.40%
      3,500       Ford Motor Company..............................     205,406
                                                                    ----------
                  BANKS: 7.41%
      9,800       The Bank of New York Company, Inc...............     394,450
      4,100       The Chase Manhattan Corporation.................     279,056
      1,200       Mellon Bank Corporation.........................      82,500
      2,700       SouthTrust Corporation..........................      99,647
      2,500       Firstar Corporation.............................     233,125
                                                                    ----------
                                                                     1,088,778
                                                                    ----------
                  BEVERAGES - NON-ALCOHOLIC: 1.59%
      5,700       PepsiCo, Inc....................................     233,344
                                                                    ----------
                  CHEMICALS - SPECIALTY: 0.97%
      1,700       Air Products and Chemicals, Inc.................      68,000
      3,600       Crompton & Knowles Corporation..................      74,475
                                                                    ----------
                                                                       142,475
                                                                    ----------
                  COMPUTER SOFTWARE: 5.78%
      2,500       Compuware Corporation*..........................     195,234
      2,200       Microsoft Corporation*..........................     304,769
      2,400       Networks Associates, Inc.*......................     159,225
      4,400       Oracle Corporation*.............................     189,888
                                                                    ----------
                                                                       849,116
                                                                    ----------
                  COMPUTERS - MICRO: 3.59%
      6,400       Compaq Computer Corporation.....................     268,400
      1,400       International Business Machines
                    Corporation...................................     258,650
                                                                    ----------
                                                                       527,050
                                                                    ----------
                  COSMETICS AND TOILETRIES: 1.77%
      2,800       Colgate-Palmolive Company.......................     260,050
                                                                    ----------

See accompanying Notes to Financial Statements.

                                       5
<PAGE>
                   THE AVATAR ADVANTAGE EQUITY ALLOCATION FUND

SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1998, CONTINUED
- --------------------------------------------------------------------------------
      Shares                                                        Market Value
- --------------------------------------------------------------------------------
                  DIVERSIFIED MANUFACTURING: 3.87%
      4,100       General Electric Company........................  $ 418,456
      5,200       Masco Corporation...............................    149,500
                                                                    ----------
                                                                      567,956
                                                                    ----------
                  DIVERSIFIED OPERATIONS: 0.47%
        900       Textron Inc.....................................     68,344
                                                                    ----------

                  ELECTRONIC COMPONENTS - SEMICONDUCTOR: 2.97%
      4,800       Advanced Micro Devices, Inc.*...................    138,900
      2,500       Intel Corporation...............................    296,328
                                                                    ----------
                                                                      435,228
                                                                    ----------
                  FINANCE - MORTGAGE LOAN / BANKER: 2.83%
      1,200       Ambac Financial Group, Inc......................     72,225
      3,800       Federal National Mortgage Association...........    281,200
      1,400       H&R Block, Inc..................................     63,000
                                                                    ----------
                                                                      416,425
                                                                    ----------
                  FINANCIAL - MISCELLANEOUS: 0.95%
      3,600       Paine Webber Group Inc..........................    139,050
                                                                    ----------

                  FOOD - MISCELLANEOUS / DIVERSIFIED: 2.29%
      7,000       Sara Lee Corporation............................    197,313
      6,400       Wendy's International, Inc......................    139,600
                                                                    ----------
                                                                      336,913
                                                                    ----------
                  FOOD - RETAIL: 1.95%
      4,700       Safeway Inc.*...................................    286,406
                                                                    ----------
                  INSURANCE: 2.28%
      3,632       TheAllstate Corporation.........................    140,286
      2,400       SunAmerica, Inc.................................    194,700
                                                                    ----------
                                                                      334,986
                                                                    ----------
                  MANUFACTURING - MISCELLANEOUS: 4.72%
      3,200       Danaher Corporation.............................    173,800
      4,100       Maytag Corporation..............................    255,225
      3,500       Tyco International Ltd..........................    264,031
                                                                    ----------
                                                                      693,056
                                                                    ----------

See accompanying Notes to Financial Statements.

                                       6


<PAGE>
                   THE AVATAR ADVANTAGE EQUITY ALLOCATION FUND

SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1998, CONTINUED
- --------------------------------------------------------------------------------
      Shares                                                        Market Value
- ------------------------------------------------------------------
                  MEDICAL - BIOMEDICAL / GENETICS: 0.52%
      1,700       Centocor, Inc.*.................................   $ 76,606
                                                                    ----------

                  MEDICAL - DRUGS: 6.49%
      1,700       Bristol-Meyers Squibb Company...................    227,481
      2,700       Eli Lilly and Company...........................    239,963
      1,600       Pfizer Inc......................................    200,700
      3,800       Warner-Lambert Company..........................    285,713
                                                                    ----------
                                                                      953,857
                                                                    ----------

                  METALS - ALUMINUM: 1.12%
      2,200       Aluminum Company of America.....................    164,038
                                                                    ----------

                  NETWORKING PRODUCTS: 2.74%
      2,000       Ascend Communications, Inc.*....................    131,562
      2,925       Cisco Systems, Inc.*............................    271,568
                                                                    ----------
                                                                      403,130
                                                                    ----------

                  PETROLEUM PRODUCTS: 4.94%
      3,400       BJ Services Company*............................     53,125
      1,600       Burlington Resources Inc........................     57,300
      5,500       Conoco Inc.*....................................    114,813
      2,400       Enron Corp......................................    136,950
      3,100       Exxon Corporation...............................    226,687
      2,600       Texaco, Inc.....................................    137,475
                                                                    ----------
                                                                      726,350
                                                                    ----------
                  RADIO BROADCASTING: 0.95%
      5,100       Infinity Broadcasting Corporation*..............    139,613
                                                                    ----------
                  RETAIL - BUILDING PRODUCTS: 1.75%
      4,200       The Home Depot, Inc.............................    256,987
                                                                    ----------
                  RETAIL - DEPARTMENT STORES: 2.93%
      2,500       Dayton Hudson Corporation.......................    135,625
      4,050       The Gap, Inc....................................    227,813
      3,100       Jones Apparel Group, Inc.*......................     68,394
                                                                    ----------
                                                                      431,832
                                                                    ----------

See accompanying Notes to Financial Statements.

                                       7
<PAGE>
                   THE AVATAR ADVANTAGE EQUITY ALLOCATION FUND

SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1998, CONTINUED
- --------------------------------------------------------------------------------
      Shares                                                        Market Value
- --------------------------------------------------------------------------------
                  STEEL PRODUCERS: 0.41%
      2,600       USX Corporation.................................      $ 59,800
                                                                     -----------

                  TELECOMMUNICATION EQUIPMENT: 1.57%
      2,100       Lucent Technologies Inc.........................       231,000
                                                                     -----------

                  TELECOMMUNICATION SERVICES: 3.53%
      1,200       Airtouch Communications, Inc.*..................        88,550
      3,100       GTE Corporation.................................       209,056
      3,600       Time Warner Inc.................................       223,425
                                                                     -----------
                                                                         519,031
                                                                     -----------
                  TELEPHONE SERVICES: 4.79%
      7,200       BellSouth Corporation...........................       359,100
      4,800       MCI WorldCom, Inc.*.............................       344,549
                                                                     -----------
                                                                         703,649
                                                                     -----------
                  TOBACCO PRODUCTS: 1.53%
      4,200       Philip Morris Companies, Inc....................       224,700
                                                                     -----------
                  TRANSPORTATION - RAIL: 0.61%
      1,000       FDX Corporation*................................        89,000
                                                                     -----------
                  UTILITIES: 0.44%
      1,000       Duke Energy Corportion..........................        64,062
                                                                     -----------
                  TOTAL COMMON STOCKS (COST $8,928,923)...........    11,758,738
                                                                     -----------

Principal Amount  SHORT-TERM INVESTMENTS: 18.80%
- --------------------------------------------------------------------------------
 $2,762,404       Star Treasury Fund, 4.80%
                    (cost $2,762,404).............................     2,762,404
                                                                     -----------

                  TOTAL INVESTMENTS IN SECURITIES
                     (COST $11,691,327+): 98.85% .................   $14,521,142
                  OTHER ASSETS LESS LIABILITIES: 1.15%............       168,669
                                                                     -----------
                  TOTAL NET ASSETS: 100.00%                          $14,689,811
                                                                     ===========

See accompanying Notes to Financial Statements.

                                       8
<PAGE>
                   THE AVATAR ADVANTAGE EQUITY ALLOCATION FUND

SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1998, CONTINUED
- --------------------------------------------------------------------------------
      Shares                                                        Market Value
- --------------------------------------------------------------------------------
* Non-income producing security.

+ At December  31,  1998,  the cost of  securities  for Federal tax  purposes is
$11,696,368.  Gross  unrealized  appreciation and depreciation of securities for
tax purposes are as follows:

                  Gross unrealized appreciation...................  $ 2,909,494
                  Gross unrealized depreciation...................      (84,720)
                                                                    -----------
                      Net unrealized appreciation.................  $ 2,824,774
                                                                    ===========


See accompanying Notes to Financial Statements.

                                       9
<PAGE>
                   THE AVATAR ADVANTAGE EQUITY ALLOCATION FUND

STATEMENT OF ASSETS AND LIABILITIES AT DECEMBER 31, 1998

ASSETS
   Investments in securities, at value
      (identified cost $11,691,327) ...........................    $ 14,521,142
   Receivables:
      Dividends and interest ..................................          19,244
      Fund shares sold ........................................             345
      Due from broker .........................................         144,869
   Deferred organization costs ................................          27,462
   Prepaid expenses ...........................................           5,220
                                                                   ------------
         Total assets .........................................      14,718,282
                                                                   ------------
LIABILITIES
   Payables:
      Due to advisor ..........................................           3,534
      Administration fee ......................................           2,630
      Distribution fees .......................................           5,817
      Fund shares repurchased .................................             297
   Accrued expenses ...........................................          16,193
                                                                   ------------
         Total liabilities ....................................          28,471
                                                                   ------------

NET ASSETS ....................................................    $ 14,689,811
                                                                   ============

   NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
      ($14,689,811/1,240,801 shares outstanding; unlimited
      number of shares authorized without par value) ..........    $      11.84
                                                                   ============

COMPONENTS OF NET ASSETS
   Paid-in capital ............................................    $ 11,870,871
   Accumulated net realized loss on investments ...............         (10,875)
   Net unrealized appreciation on investments .................       2,829,815
                                                                   ------------
      Net assets ..............................................    $ 14,689,811
                                                                   ============

See accompanying Notes to Financial Statements.

                                       10
<PAGE>
                   THE AVATAR ADVANTAGE EQUITY ALLOCATION FUND

STATEMENT OF OPERATIONS - FOR THE YEAR ENDED DECEMBER 31, 1998

INVESTMENT INCOME
   Income
      Dividends ..............................................      $   137,570
      Interest ...............................................          137,674
                                                                    -----------
         Total income ........................................          275,244
                                                                    -----------
   Expenses
      Advisory fees (Note 3) .................................          125,574
      Distribution fees (Note 4) .............................           36,934
      Administration fees (Note 3) ...........................           31,719
      Custodian and accounting fees ..........................           29,145
      Insurance ..............................................           10,396
      Audit fees .............................................           20,522
      Transfer agent fees ....................................           13,001
      Reports to shareholders ................................            5,001
      Amortization of deferred organization costs ............            7,001
      Legal fees .............................................            5,696
      Trustees' fees .........................................            4,206
      Registration fees ......................................            6,040
      Miscellaneous ..........................................            4,696
                                                                    -----------
         Total expenses ......................................          299,931
         Less: Advisory fee waiver and
            absorption(Note 3) ...............................          (78,331)
                                                                    -----------
         Net expenses ........................................          221,600
                                                                    -----------
            NET INVESTMENT INCOME ............................           53,644
                                                                    -----------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
      Net realized gain from security transactions ...........          830,832
      Net realized loss from futures transactions ............          (60,910)
      Net change in unrealized appreciation
        on investments .......................................        2,757,250
                                                                    -----------
         Net realized and unrealized gain
           on investments ....................................        3,527,172
                                                                    -----------
            NET INCREASE IN NET ASSETS RESULTING
              FROM OPERATIONS ................................      $ 3,580,816
                                                                    ===========

See accompanying Notes to Financial Statements.

                                       11
<PAGE>
                   THE AVATAR ADVANTAGE EQUITY ALLOCATION FUND

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
                                                  Year         December 3, 1997*
                                                  Ended            through
                                            December 31, 1998  December 31, 1997
- --------------------------------------------------------------------------------
NET INCREASE IN ASSETS FROM
OPERATIONS
Net investment income ........................  $    53,644       $     7,367
Net realized gain (loss) from security
   transactions ..............................      830,832           (38,313)
Net realized loss from futures transactions ..      (60,810)              -0-
Net change in unrealized appreciation
   of securities .............................    2,757,250            72,565
                                                -----------       -----------
     NET INCREASE IN NET ASSETS RESULTING
       FROM OPERATIONS .......................    3,580,816            41,619
                                                -----------       -----------

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ........................      (59,113)           (3,839)
Net realized gain on security transactions ...     (740,543)              -0-
Total Return of Capital ......................      (28,412)              -0-
                                                -----------       -----------
     TOTAL DIVIDENDS AND DISTRIBUTIONS TO
       SHAREHOLDERS ..........................     (828,068)           (3,839)
                                                -----------       -----------

CAPITAL SHARE TRANSACTIONS
Net (decrease) increase in net assets
   derived from net change in outstanding
   shares (a) ................................   (8,308,922)       20,208,205
                                                -----------       -----------
     TOTAL (DECREASE) INCREASE IN NET ASSETS .   (5,556,174)       20,245,985

NET ASSETS
Beginning of period ..........................   20,245,985               -0-
                                                -----------       -----------
END OF PERIOD (including undistributed
   net investment income of $0 and
   $3,528, respectively) .....................  $14,689,811       $20,245,985
                                                ===========       ===========

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

                                        Year               December 3, 1997*
                                        Ended                   through
                                  December 31, 1998        December 31, 1997
                              -----------------------   ----------------------
                                Shares        Value      Shares        Value
                                ------        -----      ------        -----
Shares sold................     194,971    $2,180,409   2,020,575  $20,204,366
Shares issued in
   reinvestment
   of distributions........      74,946       828,068         384        3,839
Shares redeemed............  (1,050,075)  (11,317,399)         (0)          (0)
                             ----------   -----------   ---------  -----------
Net (decrease) increase....    (780,158)  $(8,308,922)  2,020,959  $20,208,205
                             ==========   ===========   =========  ===========

* Commencement of operations.
See accompanying Notes to Financial Statements.

                                       12
<PAGE>
                   THE AVATAR ADVANTAGE EQUITY ALLOCATION FUND

FINANCIAL HIGHLIGHTS
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------
                                                 Year         December 3, 1997*
                                                 Ended             through
                                           December 31, 1998  December 31, 1997
- --------------------------------------------------------------------------------
Net asset value, beginning of period........    $10.02              $10.00
                                                ------              ------

Income from investment operations:
   Net investment income....................      0.05                0.01
   Net realized and unrealized gain on
     investments............................      2.48                0.02
                                                ------              ------
Total from investment operations............      2.53                0.03
                                                ------              ------

Less distributions:
   From net investment income...............     (0.05)              (0.01)
   From capital gains.......................     (0.64)              (0.00)
   Tax return of capital....................     (0.02)              (0.00)
                                                ------              ------
Total distributions.........................     (0.71)              (0.01)
                                                ------              ------
Net asset value, end of period..............    $11.84              $10.02
                                                ======              ======

Total return................................     25.81%               0.22%#

Ratios/supplemental data:
Net assets, end of period (millions)........    $ 14.7              $ 20.2

Ratio of expenses to average net assets:
   Before expense reimbursement.............      2.03%               1.52%+
   After expense reimbursement..............      1.50%               1.39%+

Ratio of net investment income (loss)
  to average net assets:
   Before expense reimbursement.............     (0.17%)              0.33%+
   After expense reimbursement..............      0.36%               0.47%+

Portfolio turnover rate.....................     79.95%               2.48%#

* Commencement of operations.

# Not annualized.

+ Annualized.

See accompanying Notes to Financial Statements.

                                       13
<PAGE>
                   THE AVATAR ADVANTAGE EQUITY ALLOCATION FUND


NOTES TO FINANCIAL STATEMENTS AT DECEMBER 31, 1998

NOTE 1 - ORGANIZATION

The Avatar Advantage  Equity  Allocation Fund (the "Fund") is a series of shares
of  beneficial  interest  of  Advisors  Series  Trust  (the  "Trust"),  which is
registered under the Investment  Company Act of 1940 as a diversified,  open-end
management  investment  company.  The Fund began operations on December 3, 1997.
The Fund's objective is to seek long-term capital appreciation.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

     D.   DEFERRED ORGANIZATION COSTS: The Fund has incurred expenses of $35,000
          in connection with their organization.  These costs have been deferred
          and are being  amortized  on a  straight-line  basis  over a period of
          sixty months from the date the Fund commenced investment operations.

     E.   FUTURES CONTRACTS: The Fund invests in financial futures contracts for
          the  purpose  of  hedging  its  existing  portfolio   securities,   or
          securities that the Fund intends to purchase,  against fluctuations in
          fair  value  caused  by  changes in  prevailing  market  prices.  Upon

                                       14
<PAGE>
                   THE AVATAR ADVANTAGE EQUITY ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS, CONTINUED

          entering into a financial  futures  contract,  the Fund is required to
          pledge  to the  broker  an amount  of cash  and/or  assets  equal to a
          certain  percentage of the contract amount ("initial margin deposit").
          Subsequent payments, known as "variation margin," are made or received
          by the Fund each day,  depending on the daily fluctuations in the fair
          value of the underlying  security.  The Fund recognizes a gain or loss
          equal to the daily  variation  margin.  Should market  conditions move
          unexpectedly, the Fund may not achieve the anticipated benefits of the
          financial futures contracts and may realize a loss. The use of futures
          transactions  involves the risk of imperfect  correlation in movements
          in the price of futures contracts,  security prices and the underlying
          hedged assets.

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

NOTE 3 - INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

For the year ended December 31, 1998,  Avatar Investors  Associates  Corporation
(the "Advisor")  provided the Fund with investment  management services under an
Investment  Advisory  Agreement.  The Advisor  furnished all investment  advice,
office space, facilities, and provides most of the personnel needed by the Fund.
As  compensation  for its services,  the Advisor is entitled to a monthly fee at
the annual rate of 0.85% based upon the average daily net assets of the Fund.

The Fund is responsible for its own operating  expenses.  The Advisor has agreed
to reduce fees payable to it by the Fund and to pay Fund  operating  expenses to
the extent necessary to limit the Fund's aggregate annual operating  expenses to
1.50% of average net assets (the "expense cap"). Any such reductions made by the
Advisor in its fees or payment of expenses  which are the Fund's  obligation are
subject to  reimbursement  by the Fund to the  Advisor,  if so  requested by the
Advisor,  in the first,  second or third fiscal year next  succeeding the fiscal
year of the reduction or absorption if the aggregate amount actually paid by the
Fund toward the operating expenses for such fiscal year (taking into account the
reimbursement) does not exceed the applicable limitation on Fund expenses.  With
respect to the reimbursement of a particular fee reduction or expense payment, a
reimbursement  to  the  Advisor  is  permitted only within the three-year period

                                       15
<PAGE>
                   THE AVATAR ADVANTAGE EQUITY ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS, CONTINUED

following  the year in which the  Advisor  reduced  the  subject fee or paid the
subject  expense.  Any  such  reimbursement  is also  contingent  upon  Board of
Trustees  review  and  approval  at the time  the  reimbursement  is made.  Such
reimbursement may not be paid prior to the Fund's payment of current expenses if
so  requested  by the Advisor  even if that  practice may require the Advisor to
waive,  reduce or absorb current Fund expenses.  For the year ended December 31,
1998,  the Advisor  reduced its fees and absorbed Fund expenses in the amount of
$78,331; no amounts were reimbursed.

Investment Company Administration,  LLC (the "Administrator") acts as the Fund's
Administrator  under an Administration  Agreement.  The  Administrator  prepares
various federal and state regulatory filings,  reports and returns for the Fund;
prepares  reports and  materials  to be supplied to the  trustees;  monitors the
activities of the Fund's custodian, transfer agent and accountants;  coordinates
the  preparation  and  payment of the Fund's  expenses  and  reviews  the Fund's
expense accruals.  For its services, the Administrator receives a monthly fee at
the following annual rate:

   FUND ASSET LEVEL                            FEE RATE
   ----------------                            --------
   Less than $15 million                       $30,000
   $15 million to less than $50 million        0.20% of average daily net assets
   $50 million to less than $100 million       0.15% of average daily net assets
   $100 million to less than $150 million      0.10% of average daily net assets
   more than $150 million                      0.05% of average daily net assets

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

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

NOTE 4 - DISTRIBUTION COSTS

The Fund has adopted a  Distribution  Plan (the "Plan") in accordance  with Rule
12b-1 under the 1940 Act. The Plan  provides  that the Fund may pay a fee to the
Distributor, at an annual rate of up to 0.25% of the average daily net assets of
the  Fund.  The fee is paid  to the  Distributor  as  reimbursement  for,  or in
anticipation of, expenses incurred for distribution-related activity. During the
period ended December 31, 1998,  the Fund paid the  Distributor in the amount of
$36,934.

NOTE 5 - PURCHASES AND SALES OF SECURITIES

For the year ended  December  31, 1998,  the cost of purchases  and the proceeds
from sales of securities,  excluding short-term securities,  were $9,415,853 and
$19,634,940, respectively.

                                       16
<PAGE>
                          INDEPENDENT AUDITOR'S REPORT

THE BOARD OF TRUSTEES AND SHAREHOLDERS
THE AVATAR ADVANTAGE EQUITY ALLOCATION FUND

We have audited the accompanying statement of assets and liabilities,  including
the schedule of  investments of The Avatar  Advantage  Equity  Allocation  Fund,
series of Advisors  Series  Trust,  as of  December  31,  1998,  and the related
statement of operations,  changes in net assets for each of the two years in the
period then ended and the financial  highlights for the periods indicated in the
accompanying  financial  statements.  These  financial  statements and financial
highlights are the responsibility of the Fund's  management.  Our responsibility
is to express an opinion on these financial  statements and financial highlights
based on our audits.

We conducted  our audits in  accordance  with the  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1998, by  correspondence  with the custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of The
Avatar Advantage Equity  Allocation Fund, series of Advisors Series Trust, as of
December 31, 1998, the results of its operations,  the changes in its net assets
and the financial  highlights  for the periods  indicated,  in  conformity  with
generally accepted accounting principles.



/s/ McGladrey & Pullen, LLP

McGLADREY & PULLEN, LLP
New York, New York
January 29, 1999

                                       17
<PAGE>
                                     ADVISOR
                        Avatar Investors Associates Corp.
                                900 Third Avenue
                            New York, New York 10022


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


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


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


                                     AUDITOR
                             McGladrey & Pullen, LLP
                           555 Fifth Avenue, 8th Floor
                             New York, NY 10017-2416


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

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

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









                                  Annual Report

                              For the period ended
                                December 31, 1998
<PAGE>
January 1999

Dear Shareholder,

We are pleased to report on the progress of the AVATAR  ADVANTAGE  BALANCED FUND
for the year ended December 31, 1998. Since commencing operations on January 13,
1998, our asset  allocation  philosophy of participating in rising markets while
attempting to limit losses during  market  downturns,  helped the Fund realize a
total  return of  23.11%.  Other  market  indices  (for the full  year)  were as
follows:

              S & P 500                                 +28.60%
              DOW JONES INDUSTRIALS                     +18.10%
              NASDAQ                                    +40.50%
              LEHMAN BROTHERS GOV'T BOND               +  9.90%
              60 STOCK/40 BOND BENCHMARK                +21.10%

For most of the year, the Fund maintained significant equity and bond positions.
Our exposure  generally ranged from between 55% and 65% invested in stocks,  30%
to 40% in bonds and the remainder in cash.  However,  during the volatile period
of late summer and early fall,  we increased  the  allocation  in bonds and cash
while reducing the equity exposure.

1998--THE SECOND SIX MONTHS IN REVIEW

Wall Street was hit hard by several big crises: the Asian dilemma, the Long-Term
Capital Management bailout,  and the not unexpected lower corporate profits. The
ensuing market turbulence resulted in a flight away from equities and into safer
investments,  most notably U.S. Government securities. The 30-year Treasury bond
rates fell to the lowest level in its history while its price went skyward.  Our
models  indicated  that a pullback from equities was warranted and, as a result,
we lowered our equity  allocation  while increasing our bond and cash positions.
The third  quarter  achieved  distinction  as the  first  down  quarter  for the
domestic  stock market since 1990.  Our  investment  in bonds and cash helped to
soften the blow, but we still finished the third quarter in negative  territory.
The fourth quarter witnessed another variation of the stock market's wild roller
coaster ride:  it ended with the market's  biggest gains since the first quarter
of 1987.  The  Federal  Reserve  reduced  interest  rates  three  times  between
September   and   October   and  the  market  took  off.   Our   investment   in
large-capitalization  stocks won handily against mid- and small-cap  stocks,  as
they were the market leaders for the fourth consecutive year.
<PAGE>
This  out-performance by large-cap stocks is now reaching historic  proportions.
We increased  our stock  allocation  through the last quarter and ended the year
with our allocations in the 55% equity and 40% fixed income range.

The technology,  pharmaceutical and financial sectors produced the biggest gains
in the equity  portion of the Fund.  This group had stable  earnings and limited
Asian exposure.  In the fixed income portion of the Fund, we maintained duration
longer than the benchmark.

1999 MARKET OUTLOOK

What might we expect in 1999? The U.S.  economy  remains  strong,  although most
economists  expect some sort of slow-down in the later quarters of the year. Our
models are  moderately  positive at this time.  This  indicates  that the upward
trend of the market would  appear to  continue,  although we are hoping for less
volatility  along the way. We question  whether  large-caps  can maintain  their
historic upward journey into a fifth year. On the negative side, Japan still has
not  figured  a way out of its  economic  downturn.  Latin  America,  Brazil  in
particular,  remains an area of concern.  Both situations  could have unforeseen
consequences on many industries. Consideration also centers around what, if any,
effect President  Clinton's  impeachment trial will have on the various markets.
Finally, the escalating ethnic conflicts around the world also give us pause and
temper our enthusiasm.  We strongly believe our defensive position in bonds will
help to weather any unforeseen storms over the course of the upcoming year.

 Our goal at  Avatar  is to  evaluate  current  investment  risk and  alter  the
portfolio  mix to reflect  the  current  environment.  We believe  this goal was
achieved in the Fund's first year of existence.  Our plan for the new year is to
carry  through  this  strategy  and to continue  to meet the various  investment
challenges.


/s/ Elizabeth S. Sonders                     /s/ Charles M. White

Elizabeth S. Sonders                         Charles M. White
Co-Portfolio Manager                         Co-Portfolio Manager
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

Comparison  of the  change  in  value  of a  $10,000  investment  in the  Avatar
Advantage  Balanced Fund versus the Blended 60% S&P 500 Stock  Index/40%  Lehman
Corporate Bond Index


Average Annual Total Return
Period ended December 31, 1998
Since inception (1/13/98):23.11%

              The Avatar Advantage       Blended 60% S&P 500 Stock Index/
                 Balanced Fund           40% Lehman Corporate Bond Index
                 -------------           -------------------------------
13-Jan-98          $10,000                         $10,000
31-Mar-98          $11,080                         $10,871
30-Jun-98          $11,300                         $11,176
30-Sep-98          $11,050                         $10,642
31-Dec-98          $12,311                         $12,010

Past performance is not predictive of future performance.

The  Blended  Index  consists  of the S&P 500 Stock  Index  (60%) and the Lehman
Corporate  Bond  Index  (40%).  The  S&P  500  Stock  Index  is a  broad  market
capitalization-weighted  index of 500 stocks  designed  to  represent  the broad
domestic economy.  The Lehman Corporate Bond Index includes all publicly issued,
fixed-rate,  non-convertible investment grade domestic corporate debt issues and
also includes Yankee Bonds.

The Blended Index initial value is as of December 31, 1997.

The  percentage  weights  which have been applied to the indices are intended to
replicate the long-term asset allocation of the Fund.

                                       4
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1998
- --------------------------------------------------------------------------------
      Shares      COMMON STOCKS: 57.69%                          Market Value
- --------------------------------------------------------------------------------
                  AEROSPACE / DEFENSE EQUIPMENT: 0.70%
        100       United Technologies Corporation...............     $ 10,875
                                                                     --------
                  AUTOMOBILES: 1.14%
        300       Ford Motor Company............................       17,606
                                                                     --------
                  BANKS: 5.28%
        700       The Bank of New York Company, Inc.............       28,175
        300       The Chase Manhattan Corporation...............       20,419
        100       Mellon Bank Corporation.......................        6,875
        200       SouthTrust Corporation........................        7,387
        200       Firstar Corporation...........................       18,650
                                                                     --------
                                                                       81,506
                                                                     --------
                  BEVERAGES - NON-ALCOHOLIC: 1.06%
        400       PepsiCo, Inc..................................       16,375
                                                                     --------
                  CHEMICALS - SPECIALTY: 0.66%
        100       Air Products and Chemicals, Inc...............        4,000
        300       Crompton & Knowles Corporation................        6,206
                                                                     --------
                                                                       10,206
                                                                     --------
                  COMPUTER SOFTWARE: 4.51%
        200       Compuware Corporation*........................       15,625
        200       Microsoft Corporation*........................       27,738
        200       Networks Associates, Inc.*....................       13,250
        300       Oracle Corporation*...........................       12,937
                                                                     --------
                                                                       69,550
                                                                     --------
                  COMPUTERS - MICRO: 2.55%
        500       Compaq Computer Corporation...................       20,969
        100       International Business Machines
                   Corporation..................................       18,475
                                                                     --------
                                                                       39,444
                                                                     --------
                  COSMETICS AND TOILETRIES: 1.20%
        200       Colgate-Palmolive Company.....................       18,575
                                                                     --------

See accompanying Notes to Financial Statements.

                                       5
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1998, CONTINUED
- --------------------------------------------------------------------------------
      Shares                                                       Market Value
- --------------------------------------------------------------------------------
                  DIVERSIFIED MANUFACTURING: 2.73%
        300       General Electric Company......................     $ 30,619
        400       Masco Corporation.............................       11,500
                                                                     --------
                                                                       42,119
                                                                     --------
                  DIVERSIFIED OPERATIONS: 0.49%
        100       Textron.......................................        7,594
                                                                     --------
                  ELECTRONIC COMPONENTS/SEMICONDUCTORS: 2.29%
        400       Advanced Micro Devices, Inc.*.................       11,575
        200       Intel Corporation.............................       23,713
                                                                     --------
                                                                       35,288
                                                                     --------
                  FINANCE - MORTGAGE LOAN / BANKER: 2.12%
        100       Ambac Financial Group, Inc....................        6,019
        300       Federal National Mortgage Association.........       22,200
        100       H&R Block, Inc................................        4,500
                                                                     --------
                                                                       32,719
                                                                     --------
                  FINANCIAL - MISCELLANEOUS: 0.75%
        300       Paine Webber Group, Inc.......................       11,588
                                                                     --------
                  FOOD - MISCELLANEOUS / DIVERSIFIED: 1.80%
        600       Sara Lee Corporation..........................       16,913
        500       Wendy's International, Inc....................       10,906
                                                                     --------
                                                                       27,819
                                                                     --------
                  FOOD - RETAIL: 1.58%
        400       Safeway Inc.*.................................       24,375
                                                                     --------
                  INSURANCE: 1.80%
        300       The Allstate Corporation......................       11,587
        200       SunAmerica, Inc...............................       16,225
                                                                     --------
                                                                       27,812
                                                                     --------
                  MANUFACTURING - MISCELLANEOUS: 3.38%
        200       Danaher Corporation...........................       10,863
        300       Maytag Corporation............................       18,675
        300       Tyco International Ltd........................       22,631
                                                                     --------
                                                                       52,169
                                                                     --------

See accompanying Notes to Financial Statements.

                                       6
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1998, CONTINUED
- --------------------------------------------------------------------------------
      Shares                                                     Market Value
- --------------------------------------------------------------------------------

                  MEDICAL - BIOMEDICAL / GENETICS: 0.29%
        100       Centocor, Inc.*...............................      $ 4,513
                                                                     --------
                  MEDICAL - DRUGS: 3.81%
        100       Bristol-Meyers Squibb Company.................       13,381
        200       Eli Lilly and Company.........................       17,775
        100       Pfizer Inc....................................       12,544
        200       Warner-Lambert Company........................       15,037
                                                                     --------
                                                                       58,737
                                                                     --------
                  METALS - ALUMINUM: 0.97%
        200       Aluminum Company of America...................       14,912
                                                                     --------
                  NETWORKING PRODUCTS: 2.36%
        200       Ascend Communications, Inc.*..................       13,150
        250       Cisco Systems, Inc.*..........................       23,203
                                                                     --------
                                                                       36,353
                                                                     --------
                  PETROLEUM PRODUCTS: 3.45%
        300       BJ Services Company*..........................        4,687
        100       Burlington Resources Inc......................        3,581
        400       Conoco Inc.*..................................        8,350
        200       Enron Corp....................................       11,413
        200       Exxon Corporation.............................       14,625
        200       Texaco Inc....................................       10,575
                                                                     --------
                                                                       53,231
                                                                     --------
                  RADIO BROADCASTING: 0.71%
        400       Infinity Broadcasting Corporation*............       10,950
                                                                     --------
                  RETAIL - BUILDING PRODUCTS: 1.19%
        300       Home Depot, Inc...............................       18,356
                                                                     --------
                  RETAIL - DEPARTMENT STORES: 2.09%
        200       Dayton Hudson Corporation.....................       10,850
        300       The Gap, Inc..................................       16,875
        200       Jones Apparel Group, Inc.*....................        4,413
                                                                     --------
                                                                       32,138
                                                                     --------
                  STEEL PRODUCERS: 0.30%
        200       USX Corporation...............................        4,600
                                                                     --------

See accompanying Notes to Financial Statements.

                                       7
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1998, CONTINUED
- --------------------------------------------------------------------------------
      Shares                                                      Market Value
- --------------------------------------------------------------------------------

                  TELECOMMUNICATION EQUIPMENT: 1.43%
        200       Lucent Technologies Inc.......................      $22,000
                                                                     --------
                  TELECOMMUNICATION SERVICES: 2.15%
        100       Airtouch Communications, Inc.*................        7,212
        200       GTE Corporation...............................       13,488
        200       Time Warner Inc...............................       12,412
                                                                     --------
                                                                       33,112
                                                                     --------
                  TELEPHONE SERVICES: 2.87%
        600       BellSouth Corporation.........................       29,925
        200       MCI WorldCom, Inc.*...........................       14,350
                                                                     --------
                                                                       44,275
                                                                     --------
                  TOBACCO PRODUCTS: 1.04%
        300       Philip Morris Companies Inc...................       16,050
                                                                     --------
                  TRANSPORTATION - RAIL: 0.58%
        100       FDX Corporation*..............................        8,900
                                                                     --------
                  UTILITIES: 0.41%
        100       Duke Energy Corporation.......................        6,406
                                                                     --------
                  TOTAL COMMON STOCKS (COST $691,029)...........      890,153
                                                                     --------
Principal Amount  FEDERAL AGENCY OBLIGATIONS: 16.15%
- --------------------------------------------------------------------------------
   $145,000       Federal Home Loan Mortgage Corporation
                   5.75%, due 7/15/03...........................      149,179
    100,000       Federal National Mortgage Association
                   6.11%, due 1/22/03...........................       99,935
                                                                     --------
                  TOTAL FEDERAL AGENCY OBLIGATIONS
                   (COST $247,579)..............................      249,114
                                                                     --------

See accompanying Notes to Financial Statements.

                                       8
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1998, CONTINUED
- --------------------------------------------------------------------------------
Principle Amount  U.S. GOVERNMENT OBLIGATIONS: 23.95%              Market Value
- --------------------------------------------------------------------------------
  $ 140,000       U.S. Treasury Bond, 12.00%,
                   due 8/15/13..................................     $214,069
    125,000       U.S. Treasury Bond, 7.50%,
                   due 11/15/16.................................      155,469
                                                                     --------
                  TOTAL U.S. GOVERNMENT OBLIGATIONS
                   (COST $362,209)..............................      369,538
                                                                     --------
                  SHORT-TERM INVESTMENTS: 1.81%
- --------------------------------------------------------------------------------
     27,946       Star Treasury Fund, 4.80% (cost $27,946)......       27,946
                                                                     --------
                  TOTAL INVESTMENTS IN SECURITIES
                     (COST $1,328,763+): 99.60% ................    1,536,751
                  OTHER ASSETS LESS LIABILITIES: 0.40%..........        6,157
                                                                   ----------
                  TOTAL NET ASSETS: 100.0% .....................   $1,542,908
                                                                   ==========

* Non-income producing security.

+ At December  31,  1998,  the cost of  securities  for Federal tax  purposes is
$1,330,293. Gross unrealized appreciation and depreciation of securities were as
follows:

                  Gross unrealized appreciation.................     $214,171
                  Gross unrealized depreciation.................       (7,713)
                                                                     --------
                      Net unrealized appreciation...............     $206,458
                                                                     ========

See accompanying Notes to Financial Statements.

                                       9
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

STATEMENT OF ASSETS AND LIABILITIES AT DECEMBER 31, 1998
- --------------------------------------------------------------------------------

ASSETS
   Investments in securities, at value
      (identified cost $1,328,763) ...........................     $1,536,751
   Receivables:
      Due from Advisor (Note 3)...............................          7,446
      Dividends and interest..................................         15,368
   Deferred organization costs................................         10,082
   Prepaid expenses...........................................            961
                                                                   ----------
         Total assets ........................................      1,570,608
                                                                   ----------
LIABILITIES
   Payables:
      Administration fee......................................          2,548
      Distribution fees.......................................            317
   Accrued expenses...........................................         24,835
                                                                   ----------
         Total liabilities....................................         27,700
                                                                   ----------
NET ASSETS....................................................     $1,542,908
                                                                   ==========
   NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
      ($1,542,908/129,135 shares outstanding; unlimited
      number of shares (par value $.01) authorized)...........     $    11.95
                                                                   ==========
COMPONENTS OF NET ASSETS
   Paid-in capital ...........................................     $1,330,421
   Undistributed net investment income........................            454
   Undistributed net realized gain on investments.............          4,045
   Net unrealized appreciation of investments.................        207,988
                                                                   ----------
      Net assets .............................................     $1,542,908
                                                                   ==========

See accompanying Notes to Financial Statements.

                                       10
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JANUARY 13, 1998* THROUGH DECEMBER 31, 1998
- --------------------------------------------------------------------------------

INVESTMENT INCOME
   Income
      Dividends...............................................       $  7,540
      Interest................................................         34,182
                                                                     --------
         Total income.........................................         41,722
                                                                     --------
   Expenses
      Administration fees (Note 3)............................         29,013
      Fund accounting fees....................................         13,652
      Professional fees.......................................         15,618
      Advisory fees (Note 3)..................................          9,496
      Transfer agent fees.....................................         11,574
      Custody fees............................................          5,965
      Reports to shareholders.................................          6,771
      Trustees' fees..........................................          5,009
      Distribution fees (Note 4)..............................          3,165
      Miscellaneous...........................................          3,369
      Amortization of deferred organization costs.............          2,418
      Insurance...............................................          2,168
      Registration fees.......................................            847
                                                                     --------
         Total expenses.......................................        109,065
                                                                     --------
         Less: advisory fee waiver and
            absorption (Note 3)...............................        (91,300)
                                                                     --------
         Net expenses.........................................         17,765
                                                                     --------
            NET INVESTMENT INCOME ............................         23,957
                                                                     --------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
      Net realized gain from security transactions............         23,650
      Net change in unrealized appreciation
        on investments........................................        207,988
                                                                     --------
         Net realized and unrealized gain
           on investments.....................................        231,638
                                                                     --------
            NET INCREASE IN NET ASSETS RESULTING
              FROM OPERATIONS ................................       $255,595
                                                                     --------

* Commencement of operations.

See accompanying Notes to Financial Statements.

                                       11
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
                                                               January 13, 1998*
                                                                    through
                                                               December 31, 1998
                                                               -----------------
INCREASE IN NET ASSETS FROM
OPERATIONS
Net investment income.........................................     $   23,957
Net realized gain from security transactions..................         23,650
Net change in unrealized appreciation on investments..........        207,988
                                                                   ----------
   NET INCREASE IN NET ASSETS RESULTING
     FROM OPERATIONS .........................................        255,595
                                                                   ----------
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income.........................................        (23,503)
Net realized gains on security transactions...................        (19,605)
                                                                   ----------
   TOTAL DISTRIBUTIONS TO SHAREHOLDERS .......................        (43,108)
                                                                   ----------
CAPITAL SHARE TRANSACTIONS
Net increase in net assets derived from net change
  in outstanding shares (a)...................................      1,330,421
                                                                   ----------
   TOTAL INCREASE IN NET ASSETS ..............................      1,542,908

NET ASSETS
Beginning of period...........................................            -0-
                                                                   ----------
END OF PERIOD ................................................     $1,542,908
                                                                   ----------
(a) A summary of capital share transactions is as follows:

                                                         January 13, 1998*
                                                              through
                                                         December 31, 1998
                                                        Shares       Value
                                                        ------       -----
Shares sold ..............................             125,350     $1,287,313
Shares issued in reinvestment
  of distributions...............................        3,785         43,108
Shares redeemed..................................           (0)            (0)
                                                       -------     ----------
Net increase.....................................      129,135     $1,330,421
                                                       =======     ==========

* Commencement of operations.

See accompanying Notes to Financial Statements.

                                       12
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

FINANCIAL HIGHLIGHTS
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------
                                                              January 13, 1998*
                                                                   through
                                                              December 31, 1998
                                                              -----------------

Net asset value, beginning of period........................       $ 10.00
Income from investment operations:
   Net investment income....................................          0.19
   Net realized and unrealized gain on investments..........          2.11
                                                                   -------
Total from investment operations............................          2.30
                                                                   -------
Less distributions:
   From net investment income...............................         (0.19)
   From net realized gains on security tranactions..........         (0.16)
                                                                   -------
Total distributions.........................................         (0.35)
                                                                   -------
Net asset value, end of period..............................       $ 11.95
                                                                   =======

Total return................................................         23.11%#

Ratios/supplemental data:
Net assets, end of period (millions)........................       $   1.5

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

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

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


* Commencement of operations.

# Not annualized.

+ Annualized.

See accompanying Notes to Financial Statements.

                                       13
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

NOTES TO FINANCIAL STATEMENTS AT DECEMBER 31, 1998
- --------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION

The  Avatar  Advantage  Balanced  Fund  (the  "Fund")  is a series  of shares of
Advisors  Series Trust (the "Trust"),  which is registered  under the Investment
Company Act of 1940 as a diversified,  open-end  management  investment company.
The Fund began  operations on January 13, 1998. The Fund's  objective is to seek
long-term capital appreciation.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

       E.   USE  OF  ESTIMATES:  The  preparation  of  financial  statements  in
            conformity with generally accepted accounting principles


                                       14
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

NOTES TO FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
            requires  management to make estimates and assumptions  that affect
            the reported  amounts of assets and  liabilities  at the date of the
            financial  statements  and the  reported  amounts of  increases  and
            decreases in net assets during the reporting period.  Actual results
            could differ from those estimates.

NOTE 3 - INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

For the period ended December 31, 1998, Avatar Investors Associates  Corporation
(the "Advisor")  provided the Fund with investment  management services under an
Investment  Advisory  Agreement.  The Advisor  furnished all investment  advice,
office space, facilities, and provides most of the personnel needed by the Fund.
As  compensation  for its services,  the Advisor is entitled to a monthly fee at
the annual rate of 0.75% based upon the average daily net assets of the Fund.

The Fund is responsible for its own operating  expenses.  The Advisor has agreed
to reduce fees payable to it by the Fund and to pay Fund  operating  expenses to
the extent necessary to limit the Fund's aggregate annual operating  expenses to
1.40% of average net assets (the "expense cap"). Any such reductions made by the
Advisor in its fees or payment of expenses  which are the Fund's  obligation are
subject to  reimbursement  by the Fund to the  Advisor,  if so  requested by the
Advisor,  in the first,  second or third fiscal year next  succeeding the fiscal
year of the reduction or absorption if the aggregate amount actually paid by the
Fund toward the operating expenses for such fiscal year (taking into account the
reimbursement) does not exceed the applicable limitation on Fund expenses.  With
respect to the reimbursement of a particular fee reduction or expense payment, a
reimbursement  to the Advisor is  permitted  only within the  three-year  period
following  the year in which the  Advisor  reduced  the  subject fee or paid the
subject  expense.  Any  such  reimbursement  is also  contingent  upon  Board of
Trustees  review  and  approval  at the time  the  reimbursement  is made.  Such
reimbursement may not be paid prior to the Fund's payment of current expenses if
so  requested  by the Advisor  even if that  practice may require the Advisor to
waive, reduce or absorb current Fund expenses. For the period ended December 31,
1998,  the Advisor  reduced its fees and absorbed Fund expenses in the amount of
$91,300; no amounts were reimbursed.

Investment Company  Administration LLC (the  "Administrator") acts as the Fund's
Administrator  under an Administration  Agreement.  The  Administrator  prepares
various federal and state regulatory filings,  reports and returns for the Fund;
prepares reports and materials to be supplied to

                                       15
<PAGE>
                       THE AVATAR ADVANTAGE BALANCED FUND

NOTES TO FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
the trustees;  monitors the activities of the Fund's  custodian,  transfer agent
and accountants;  coordinates the preparation and payment of the Fund's expenses
and reviews the Fund's expense  accruals.  For its services,  the  Administrator
receives  a monthly  fee at the  annual  rate of 0.20% of  average  net  assets,
subject to a minimum fee of $30,000 annually.

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

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

NOTE 4 - DISTRIBUTION COSTS

The Fund has adopted a  Distribution  Plan (the "Plan") in accordance  with Rule
12b-1 under the 1940 Act. The Plan  provides  that the Fund may pay a fee to the
Distributor, at an annual rate of up to 0.25% of the average daily net assets of
the  Fund.  The fee is paid  to the  Distributor  as  reimbursement  for,  or in
anticipation of, expenses incurred for distribution-related activity. During the
period ended December 31, 1998,  the Fund paid the  Distributor in the amount of
$3,165.

NOTE 5 - PURCHASES AND SALES OF SECURITIES

For the period ended  December 31, 1998,  the cost of purchases and the proceeds
from sales of securities,  excluding short-term securities,  were $2,298,927 and
$1,019,005, respectively.


                                       16
<PAGE>
                          INDEPENDENT AUDITOR'S REPORT

THE BOARD OF TRUSTEES AND SHAREHOLDERS
THE AVATAR ADVANTAGE BALANCED FUND

We have audited the accompanying statement of assets and liabilities,  including
the schedule of investments  of The Avatar  Advantage  Balanced Fund,  series of
Advisors  Series Trust,  as of December 31, 1998,  and the related  statement of
operations  for the year then  ended,  changes in net  assets and the  financial
highlights for the period  indicated in the accompanying  financial  statements.
These financial  statements and financial  highlights are the  responsibility of
the  Fund's  management.  Our  responsibility  is to express an opinion on these
financial statements and financial highlights based on our audit.

We  conducted  our audit in  accordance  with the  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1998, by correspondence with the custodian.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of The
Avatar Advantage  Balanced Fund, series of Advisors Series Trust, as of December
31, 1998, the results of its  operations,  the changes in its net assets and the
financial  highlights  for the period  indicated,  in conformity  with generally
accepted accounting principles.



/s/ Mcgladrey & Pullen, LLP

McGLADREY & PULLEN, LLP
New York, New York
January 29, 1999
<PAGE>
                                     ADVISOR
                        Avatar Investors Associates Corp.
                                900 Third Avenue
                            New York, New York 10022


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


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


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


                                     AUDITOR
                             McGladrey & Pullen, LLP
                           555 Fifth Avenue, 8th Floor
                             New York, NY 10017-2416


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


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

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




                                  Annual Report

                              For the period ended
                                December 31, 1998
<PAGE>
January 1999

Dear Shareholder,

We are pleased to report on the progress of the AVATAR  ADVANTAGE  INTERNATIONAL
EQUITY  ALLOCATION FUND for the period ended December 31, 1998. Since commencing
operations on February 2, 1998,  Avatar's asset  allocation  strategy helped the
Fund  realize a return of 5.50%.  The  objective  of the strategy is to identify
international  market  inefficiencies  in order to  maximize  portfolio  returns
within the portfolio's prescribed risk limits.

The Morgan Stanley Capital  International  EAFE + Canada Index was up 18.80% for
the full year.

1998--THE SECOND SIX MONTHS IN REVIEW

World financial  markets were very volatile during 1998. The financial crises in
Asia had a severe negative economic impact throughout the region.  The cause was
the realization that rapid capital spending produced a severe economic imbalance
- - too much capacity with too little  demand for product.  The Japanese  economy,
saddled with enormous  corporate and government  debt,  searched for a solution.
Along the way its  unemployment  rate  reached  4.4%,  the  highest in 46 years.
Conversely,  European markets advanced to new highs based on solid economic data
such as low  inflation,  reduced  unemployment,  and  steady  corporate  growth.
Interest rates were cut in advance of the  introduction  of the Euro. Our models
forecast  the  downturn in Asia and the  upswing in Europe.  As a result we were
underweight in Asia and  overweight in Europe,  producing  solid  fourth-quarter
results for the Fund.

1999 MARKET OUTLOOK

What can we expect for this coming year? The  likelihood of worldwide  recession
has abated. The U.S. economy remains strong although most economists expect some
sort of slow-down in the later  quarters of 1999. The  introduction  of the Euro
appears  to have gone  smoothly  and we are  waiting  to see the  effects on the
European  markets and  industries.  Europe  continues to be very  positive  with
declining  interests  rates  throughout  those  countries in the EMU. Our models
favor Europe at this time. On the negative  side,  Japan still has not figured a
way out of its economic  downturn.  Unease and  uncertainty  characterize  Asian
nations'  economies for the time being.  Latin  America,  Brazil in  particular,
remains an area of concern.  Both situations could have unforeseen  consequences
on certain of our domestic industries.
<PAGE>
Other concerns  center around the effect of the  impeachment trial in Washington
and  the  various  ethnic  conflicts  around  the  world,  which  appear  to  be
increasing. These trends give us pause and temper our enthusiasm.

 Our goal at  Avatar  is to  evaluate  current  investment  risk and  alter  the
portfolio mix to reflect the current  environment.  We believe we have done this
through the Fund's  first months of  existence.  Our plan for the New Year is to
continue  this strategy and to hopefully  produce  results that help you to meet
your financial goals.


/s/ Theodore M. Theodore

Theodore M. Theodore
Portfolio Manager
<PAGE>
                              THE AVATAR ADVANTAGE
                      INTERNATIONAL EQUITY ALLOCATION FUND

Comparison  of the  change  in  value  of a  $10,000  investment  in The  Avatar
International Equity Allocation Fund versus the MSCI EAFE plus Canada Index.


Average Annual Total Return
Period ended December 31, 1998
Since inception (2/2/98)5.50%

              The Avatar Advantage
              International Equity           MSCI EAFE plus
                Allocation Fund               Canada Index
                ---------------               ------------
2-Feb-98           $10,000                       $10,000
31-Mar-98          $10,710                       $10,985
30-Jun-98          $10,810                       $11,078
30-Sep-98          $ 9,430                       $ 9,456
31-Dec-98          $10,550                       $10,930

Past performance is not predictive of future performance.

The Morgan  Stanley  Capital  International  (MSCI) EAFE plus Canada  Index is a
capitalization-weighted  index  comprised of stocks  representing  a sampling of
companies  in a manner  that  replicates  the  industry  composition  of certain
foreign  markets.  Countries  included  in the  Index  are  Australia,  Austria,
Belgium,  Canada, Denmark,  Finland, France, Germany, Hong Kong, Ireland, Italy,
Japan, Malaysia,  Netherlands,  New Zealand, Norway,  Singapore,  Spain, Sweden,
Switzerland and the United Kingdom.

The MSCI EAFE plus Canada Index initial value is as of January 31, 1998.
<PAGE>
                              THE AVATAR ADVANTAGE
                      INTERNATIONAL EQUITY ALLOCATION FUND

SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1998
- --------------------------------------------------------------------------------
      Shares      Open-END FUNDS: 96.40%                            Market Value
- --------------------------------------------------------------------------------
      1,400       WEBS - Australia Index Series.................      $ 13,300
      1,800       WEBS - Canada Index Series....................        20,813
      2,300       WEBS - France Index Series....................        49,737
      2,500       WEBS - Germany Index Series...................        55,625
        900       WEBS - Hong Kong Index Series.................         8,438
        900       WEBS - Italy Index Series.....................        24,469
      3,400       WEBS - Japan Index Series.....................        34,850
      1,000       WEBS - Netherlands Index Series...............        25,750
        500       WEBS - Spain Index Series.....................        14,937
      2,200       WEBS - Switzerland Index Series ..............        37,400
      5,500       WEBS - United Kingdom Index Series............       112,406
                                                                      --------
                  Total Open-End Funds
                    (cost $394,894).............................       397,725
                                                                      --------

Principal Amount  SHORT-TERM INVESTMENTS: 9.11%
- --------------------------------------------------------------------------------
    $37,611       Star Treasury Fund (cost $37,611).............        37,611
                                                                      --------

                  Total Investments in Securities
                     (cost $432,505+): 105.51% .................       435,336
                  Liabilities in excess of other assets: (5.51%)        22,745
                                                                      --------
                  TOTAL NET ASSETS: 100.0% .....................      $412,591
                                                                      ========

+At  December  31,  1998,  the cost of  securities  for Federal tax  purposes is
$435,676.  Gross unrealized  appreciation and depreciation of securities were as
follows:

                  Gross unrealized appreciation.................        $4,019
                  Gross unrealized depreciation.................        (4,359)
                                                                        ------
                      Net unrealized depreciation...............         $(340)
                                                                        ======

WEBS (World Equity Benchmark Shares) are each a series of WEBS INDEX FUND, INC.,
an open-end  management  investment  company.  Each Index  Series  represents  a
portfolio of ordinary  foreign  shares and seeks to provide  investment  results
that track the performance of that country's  publicly traded equity  securities
in the aggregate.

See Accompanying Notes to Financial Statements.

                                       5
<PAGE>
                              THE AVATAR ADVANTAGE
                      INTERNATIONAL EQUITY ALLOCATION FUND

STATEMENT OF ASSETS AND LIABILITIES AT DECEMBER 31, 1998

ASSETS
   Investments in securities, at value
      (identified cost $432,505) ................................     $ 435,336
   Receivables:
      Due from Advisor ..........................................        10,065
      Dividends and interest ....................................         2,037
   Deferred organization costs ..................................        10,274
   Prepaid expenses .............................................           214
                                                                      ---------
         Total assets ...........................................       457,926
                                                                      ---------

LIABILITIES
   Portfolio securities purchased ...............................        16,479
   Accrued expenses .............................................        28,856
                                                                      ---------
         Total liabilities ......................................        45,335
                                                                      ---------

NET ASSETS ......................................................     $ 412,591
                                                                      =========

  NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
    ($412,591/41,497 shares outstanding; unlimited number
    of shares (par value $0.01), authorized) ....................     $    9.94
                                                                      =========

COMPONENTS OF NET ASSETS
   Paid-in capital ..............................................     $ 412,930
   Accumulated net realized loss on investments .................        (3,170)
   Net unrealized appreciation on investments ...................         2,831
                                                                      ---------
      Net assets ................................................     $ 412,591
                                                                      =========

See Accompanying Notes to Financial Statements.

                                       6
<PAGE>
                              THE AVATAR ADVANTAGE
                      INTERNATIONAL EQUITY ALLOCATION FUND

STATEMENT OF OPERATIONS
FOR THE PERIOD FROM FEBRUARY 2, 1998* THROUGH DECEMBER 31, 1998
- --------------------------------------------------------------------------------
INVESTMENT INCOME
   Income
      Dividends .................................................     $  10,631
      Interest ..................................................         4,210
                                                                      ---------
         Total income ...........................................        14,841
                                                                      ---------
   Expenses
      Administration fees (Note 3) ..............................        26,712
      Advisory fees (Note 3) ....................................         3,577
      Amortization of deferred organization costs ...............         2,226
      Custodian and accounting fees .............................        35,536
      Distribution fees (Note 4) ................................           894
      Insurance expense .........................................         1,022
      Other .....................................................         2,381
      Professional fees .........................................        14,467
      Registration fees .........................................           780
      Reports to shareholders ...................................         6,233
      Transfer agent fees .......................................        16,364
      Trustees' fees ............................................         4,076
                                                                      ---------
         Total expenses .........................................       114,268
         Less: Advisory fee waiver and
              absorption (Note 3) ...............................      (108,367)
                                                                      ---------
         Net expenses ...........................................         5,901
                                                                      ---------
            NET INVESTMENT INCOME ...............................         8,940
                                                                      ---------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
      Net realized gain from security transactions ..............         8,724
      Net change in unrealized appreciation on
        investments .............................................         2,831
                                                                      ---------
         Net realized and unrealized gain on
           investments ..........................................        11,555
                                                                      ---------
            NET INCREASE IN NET ASSETS RESULTING
              FROM OPERATIONS ...................................     $  20,495
                                                                      =========

* Commencement of operations.

See Accompanying Notes to Financial Statements.

                                       7
<PAGE>
                              THE AVATAR ADVANTAGE
                      INTERNATIONAL EQUITY ALLOCATION FUND

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
                                                               February 2, 1998*
                                                                    through
                                                               December 31, 1998
                                                               -----------------
INCREASE IN NET ASSETS FROM
OPERATIONS
Net investment income.........................................         $8,940
Net realized gain from security transactions..................          8,724
Net change in unrealized appreciation on investments..........          2,831
                                                                    ---------
   NET INCREASE IN NET ASSETS RESULTING
       FROM OPERATIONS .......................................         20,495
                                                                    ---------

Distributions to shareholders
Net investment income.........................................         (8,200)
Realized capital gains........................................        (14,799)
                                                                    ---------
   TOTAL DISTRIBUTIONS........................................        (22,999)
CAPITAL SHARE TRANSACTIONS
Net increase in net assets derived from net change in
 outstanding shares (a).......................................        415,095
                                                                    ---------
   TOTAL INCREASE IN NET ASSETS ..............................      $ 412,591
                                                                    =========
NET ASSETS
Beginning of period...........................................             --
END OF PERIOD ................................................      $ 412,591
                                                                    =========

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

                                                          February 2, 1998*
                                                               through
                                                          December 31, 1998
                                                         --------------------
                                                         Shares        Value
                                                         ------        -----
Shares sold ......................................       39,104      $392,147
Shares issued in reinvestment of distributions....        2,398        22,998
Shares redeemed...................................           (5)          (50)
                                                         ------      --------
Net increase......................................       41,497      $415,095
                                                         ======      ========

* Commencement of operations.

See Accompanying Notes to Financial Statements.

                                       8
<PAGE>
                              THE AVATAR ADVANTAGE
                      INTERNATIONAL EQUITY ALLOCATION FUND

FINANCIAL HIGHLIGHTS
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------
                                                               February 2, 1998*
                                                                    through
                                                               December 31, 1998
                                                               -----------------

Net asset value, beginning of period........................      $  10.00
                                                                  --------
Income from investment operations:
   Net investment income....................................          0.23
   Net realized and unrealized gain on
     investments............................................          0.30
                                                                  --------
Total from investment operations............................          0.53
                                                                  --------

Less distributions:
   From net investment income...............................         (0.21)
   From realized capital gains..............................         (0.38)
                                                                  --------
Total from investment operations............................         (0.59)
                                                                  --------
Net asset value, end of period..............................      $   9.94
                                                                  ========

Total return................................................          5.50%++

Ratios/supplemental data:
Net assets, end of period (thousands).......................          $413

Ratio of expenses to average net assets:
   Before expense reimbursement.............................         31.32%+
   After expense reimbursement..............................          1.65%+

Ratio of net investment income to average net assets:
   After expense reimbursement..............................          2.45%+

Portfolio turnover rate.....................................        177.43%

* Commencement of operations.

+ Annualized.

++ Not annualized.

See Accompanying Notes to Financial Statements.

                                       9
<PAGE>
                              THE AVATAR ADVANTAGE
                      INTERNATIONAL EQUITY ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS AT DECEMBER 31, 1998

NOTE 1 - ORGANIZATION

The Avatar  Advantage  International  Equity  Allocation  Fund (the "Fund") is a
series of shares of Advisors  Series Trust (the  "Trust"),  which is  registered
under the Investment Company Act of 1940 as a diversified,  open-end  management
investment company. The Fund began operations on February 2, 1998.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

     E.   USE  OF  ESTIMATES:   The  preparation  of  financial   statements  in
          conformity  with generally  accepted  accounting  principles  requires

                                       10
<PAGE>
                              THE AVATAR ADVANTAGE
                      INTERNATIONAL EQUITY ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS, CONTINUED

          management to make estimates and assumptions  that affect the reported
          amounts  of  assets  and  liabilities  at the  date  of the  financial
          statements and the reported  amounts of increases and decreases in net
          assets during the reporting  period.  Actual results could differ from
          those estimates.

NOTE 3 - INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

For the period ended December 31, 1998,  Avatar Investors  Associates Corp. (the
"Advisor")  provided  the Fund  with  investment  management  services  under an
Investment  Advisory  Agreement.  The Advisor  furnished all investment  advice,
office space, facilities, and provides most of the personnel needed by the Fund.
As  compensation  for its services,  the Advisor is entitled to a monthly fee at
the annual rate of 1.00%  based upon the  average  daily net assets of the Fund.
For the period ended  December 31, 1998,  the Fund  incurred  $3,577 in Advisory
Fees.

The Fund is responsible for its own operating  expenses.  The Advisor has agreed
to reduce fees payable to it by the Fund and to pay Fund  operating  expenses to
the extent necessary to limit the Fund's aggregate annual operating  expenses to
1.65% of average net assets (the "expense cap"). Any such reductions made by the
Advisor in its fees or payment of expenses  which are the Fund's  obligation are
subject to  reimbursement  by the Fund to the  Advisor,  if so  requested by the
Advisor, in subsequent fiscal years if the aggregate amount 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  review and  approval at the time the  reimbursement  is
made. Such  reimbursement may not be paid prior to the Fund's payment of current
ordinary operating expenses. For the period ended December 31, 1998, the Advisor
reduced  its fees and  absorbed  Fund  expenses  in the amount of  $108,367;  no
amounts were reimbursed to the Advisor.

Investment  Company  Administration,  L.L.C. (the  "Administrator")  acts as the
Fund's  Administrator  under  an  Administration  Agreement.  The  Administrator
prepares various federal and state regulatory  filings,  reports and returns for

                                       11
<PAGE>
                              THE AVATAR ADVANTAGE
                      INTERNATIONAL EQUITY ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS, CONTINUED

the Fund;  prepares  reports  and  materials  to be  supplied  to the  trustees;
monitors the activities of the Fund's custodian, transfer agent and accountants;
coordinates  the  preparation and payment of the Fund's expenses and reviews the
Fund's expense accruals.  For its services, the Administrator receives a monthly
fee at the  annual  rate of 0.20% of  average  daily net  assets,  subject  to a
minimum fee of $30,000 annually.

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

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

NOTE 4 - DISTRIBUTION COSTS

The Trust has adopted a Distribution  Plan (the "Plan") in accordance  with Rule
12b-1 under the 1940 Act. The Plan  provides  that the Fund may pay a fee to the
Advisor, acting as Distribution Coordinator, at an annual rate of up to 0.25% of
the average  daily net assets of the Fund.  The fee is paid to the  Distribution
Coordinator as reimbursement  for, or in anticipation of, expenses  incurred for
distribution-related  activity. For the period ended December 31, 1998, the Fund
paid the Distribution Coordinator in the amount of $894.

NOTE 5 - PURCHASES AND SALES OF SECURITIES

For the period ended  December 31, 1998,  the cost of purchases and the proceeds
from sales of securities,  excluding  short-term  securities,  were $867,164 and
$480,994, respectively.

                                       12
<PAGE>
                          INDEPENDENT AUDITOR'S REPORT

THE BOARD OF TRUSTEES AND SHAREHOLDERS
THE AVATAR ADVANTAGE INTERNATIONAL EQUITY ALLOCATION FUND

We have audited the accompanying statement of assets and liabilities,  including
the  schedule  of  investments  of The  Avatar  Advantage  International  Equity
Allocation  Fund,  series of Advisors Series Trust, as of December 31, 1998, and
the related  statement of  operations,  changes in net assets and the  financial
highlights for the period  indicated in the accompanying  financial  statements.
These financial  statements and financial  highlights are the  responsibility of
the  Fund's  management.  Our  responsibility  is to express an opinion on these
financial statements and financial highlights based on our audit.

We  conducted  our audit in  accordance  with the  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1998, by  correspondence  with the custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of The
Avatar Advantage International Equity Allocation Fund, series of Advisors Series
Trust,  as of December 31, 1998, the results of its  operations,  the changes in
its net  assets  and the  financial  highlights  for the  period  indicated,  in
conformity with generally accepted accounting principles.


/s/ McGladrey & Pullen, LLP

New York, New York
January 29, 1999



<PAGE>


                                     ADVISOR
                        Avatar Investors Associates Corp.
                                900 Third Avenue
                            New York, New York 10022


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


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


                                 TRANSFER AGENT
                         Countrywide Fund Services, Inc.
                          312 Walnut Street, 21st Floor
                             Cincinnati, Ohio 45202


                                     AUDITOR
                             McGladrey & Pullen, LLP
                           555 Fifth Avenue, 8th Floor
                             New York, NY 10017-2416


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

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

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


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