ADVISORS SERIES TRUST, 485APOS, 1999-07-29

ADVISORS SERIES TRUST
485APOS, 1999-07-29

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File No. 333-17391
811-07959
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

----------

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 49 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [ ]
AMENDMENT NO. 51 [X]

ADVISORS SERIES TRUST
(Exact name of registrant as specified in charter)

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

Registrant's Telephone Number (Including Area Code): (602) 952-1100

ROBERT H. WADSWORTH
Advisors Series Trust
4455 E. Camelback Road, Suite 261E
Phoenix, Az 85018
(Name and address of agent for service of process)

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after the
effective date of the registration statement.

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

[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[X] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of Rule 485

If appropriate, check the following box

[ ] this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

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<PAGE>
UNITY FUND
CLASS A SHARES

PROSPECTUS
OCTOBER 1, 1999

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

SHARES OF THE FUND OFFERED THROUGH DELTA EQUITY SERVICES CORP., JACKSON,
SHANKLIN & SONIA INVESTMENTS, L.L.C. OR ANY OTHER INVESTMENT BROKER ARE NOT BANK
DEPOSITS. SHARES OF THE FUND ARE NOT GUARANTEED OR ENDORSED BY ANY BANK. SHARES
OF THE FUND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
("FDIC"), FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. ALL INVESTMENTS ARE SUBJECT
TO RISKS, INCLUDING THE POSSIBLE LOSS OF MONEY INVESTED.
<PAGE>
UNITY FUND, CLASS A

4101 PAUGER STREET
NEW ORLEANS, LA 70122
FUND LITERATURE (TOLL FREE): (877) LIBFUND (542-3863)
ALTERNATE: (800) 645-1704
SHAREHOLDER SERVICES (TOLL-FREE): (888) 229-2105

TABLE OF CONTENTS

Fund Overview....................................................... 1

Understanding Expenses.............................................. 4

Management of the Fund.............................................. 5

Account Information................................................. 6

How to Invest....................................................... 8

Other Services Available to Shareholders............................ 10

Earnings and Taxes.................................................. 10

Financial Highlights................................................ 12

For More Information................................................ Back Cover

More detailed information on all subjects covered in this prospectus is
contained in the Fund's STATEMENT OF ADDITIONAL INFORMATION ("SAI"). Investors
seeking more in-depth explanations of the contents of this prospectus should
request the SAI and review it before purchasing shares.
<PAGE>
FUND OVERVIEW

The Unity Fund was formerly known as the Liberty Freedom Fund.

INVESTMENT OBJECTIVES

The Fund's primary investment objective is the growth of capital. Its
secondary objective is to provide current income. The objectives of the
Fund may be changed only with shareholder approval.

PRINCIPAL INVESTMENT STRATEGIES

The Fund uses a disciplined approach to select securities for the Fund's
portfolio that it believes are undervalued, reasonably priced and have
prospects for continued consistent growth. The Fund uses fundamental
analysis of financial statements to select stocks of issuers which have low
price/earnings and price/book ratios as well as strong balance sheet ratios
and high and/or stable dividend yields.

The Fund will invest primarily in the stocks of large, well-recognized
companies. The Fund will usually invest at least 20% of its assets in the
stocks that comprise the S&P 100 Index. The S&P 100 Index is a
capitalization-weighted index of 100 stocks from a broad range of
industries.

Under normal market conditions, the Fund will invest at least 85% of its
total assets in stocks and other equity securities.

The Fund's annual portfolio turnover rate will usually not exceed 50%.

TYPES OF SECURITIES

The Fund invests primarily in the following securities:

* Common Stock;
* Preferred Stock;
* Convertible Securities and Warrants; and
* Standard & Poor's Depositary Receipts ("SPDRs")

Please review the SAI for further descriptions of these securities.

PRINCIPAL RISKS OF INVESTING

You may lose money by investing in the Fund. Other principal risks you
should consider include:

MARKET DECLINE - A company's stock price or the overall stock market may
experience a sudden decline.

THE EFFECT OF INTEREST RATES - The Fund may invest in bonds and other debt
instruments which may be affected by interest rate changes and changes in
the creditworthiness of the bond or debt instrument issuer.

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

YEAR 2000 - Many computer systems, as originally encoded, cannot
distinguish the year 2000 from the year 1900. If not corrected, computer
systems may misinterpret and read incorrectly dates occurring after

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<PAGE>
December 31, 1999. This is commonly known as the "Year 2000 Problem." The
Year 2000 Problem could have a negative impact on handling securities
trades and pricing and accounting services. The Fund's Board of Trustees
have adopted a Year 2000 Project Plan that the Board of Trustees believes
is reasonably designed to address the Year 2000 Problem with respect to the
Advisor's and the Fund's service providers' computer systems. For example,
should the Board of Trustees determine that a service provider is not
converting to a Year 2000 compliant system, the Board of Trustees will
replace that service provider. Although the Advisor and the Fund's service
providers have assured the Fund that they are moving towards Year 2000
compliant computer systems, this is not a guarantee that the Fund will not
experience an adverse impact from the Year 2000 Problem. It is important to
keep in mind that the Year 2000 Problem may adversely impact the issuers in
which the Fund invests and, by extension, the value of the shares held by
the Fund.

WHO MAY WANT TO INVEST

The Fund is intended for investors who:

* Are willing to hold their shares for a long period of time (e.g.,
in preparation for retirement);
* Are diversifying their investment portfolio by investing in a
mutual fund that concentrates in large-cap companies; and/or
* Are willing to accept higher short-term risk in exchange for a
higher potential for a long-term total return.

PAST PERFORMANCE OF THE FUND

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

Average Annual Total Returns
as of June 30, 1999
One Year**
----------
The Fund* 12.69%
S&P/Barra Value Index 16.54%
S&P 500 Index 22.72%
Lipper Growth and Income Fund Index 13.56%

* The return for the Fund reflects the maximum sales load of 3.50%.
** The Fund commenced investment operations on June 29, 1998.

PRIOR PERFORMANCE OF THE SUB-ADVISOR

The following table sets forth composite performance data relating to the
historical performance of private accounts of The Edgar Lomax Company,
Sub-Advisor to the Fund. Each of these private accounts exceeds, as of
January 1, 1994, $1 million in market value and have investment objectives,
policies, strategies and risks substantially similar to those of the Fund.
The data is provided to illustrate the past performance of the Sub-Advisor
in managing substantially similar accounts as measured against a market
index and does not represent the performance of the Fund. You should not
consider this performance data as an indication of future performance of
the Fund or of the Sub-Advisor. A complete list and description of the
Sub-advisor's composites is available by request to the Sub-Advisor.

2
<PAGE>
and interest, accrued income and realized and unrealized gains and losses.
All returns reflect the deduction of investment advisory fees, brokerage
commissions and execution costs paid by private accounts of the Sub-Advisor
without provision for federal or state income taxes. Custodial fees, if
any, were generally not included in the calculation. The Sub-Advisor's
composite includes all actual, fee-paying, discretionary private accounts
with assets in excess of $1 million (minimum account size required as of
January 1, 1994) managed by the Sub- Advisor that have investment
objectives, policies, strategies and risks substantially similar to those
of the Fund. Securities transactions are accounted for on the trade date
and accrual accounting is used. Cash and equivalents are included in
performance returns. The monthly returns of the Sub-Advisor's composite
combine the individual accounts' returns (calculated on a time-weighted
rate of return that is revalued whenever cash flows exceed 10% of an
account's current value) by asset-weighting each individual account's asset
value as of the beginning of the month. Quarterly and yearly returns are
calculated by geometrically linking the monthly and quarterly returns,
respectively.

The private accounts that are included in the Sub-Advisor's composite are
not subject to the same types of expenses to which the Fund is subject nor
to the diversification requirements, specific tax restrictions and
investment limitations imposed on the Fund by the Investment Company Act or
the Internal Revenue Code. Consequently, the performance results for the
Sub-Advisor's composite could have been adversely affected if the private
accounts included in the composite had been regulated as a mutual fund. In
addition, the operating expenses incurred by the private accounts were
lower than the anticipated operating expenses of the Fund, and,
accordingly, the performance results of the composite are greater than what
Fund performance would have been.

The investment results of the Sub-Advisor's composite presented below have
been reviewed and verified (for an AIMR Level II examination) by an
independent auditing firm, to be computed in accordance with Performance
Presentation Standards of AIMR, but these results are not intended to
predict or suggest the returns that might be experienced by the Fund or an
individual investing in the Fund. The methodology used to calculate
performance conforming to AIMR standards is different from that used by
mutual funds. Investors should also be aware that the use of a methodology
different from that used below to calculate performance could result in
different performance data.
<TABLE>
<CAPTION>
TOTAL RETURNS: YEARS ENDED, DECEMBER 31
---------------------- ---------------------------------------------------------- OCT. 1, 1990
TO
ANNUALIZED CUMULATIVE 1997 1996 1995 1994 1993 1992 1991 DEC. 31, 1990
---------- ---------- ---- ---- ---- ---- ---- ---- ---- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SUB-ADVISORS 21.09% 300.42% 24.18% 22.04% 45.75% 3.38% 25.02% 6.35% 27.75% 3.25%
COMPOSITE

S&P 500** 20.42% 284.69% 33.34% 22.99% 37.53% 1.30% 10.06% 7.62% 30.45% 8.96%

NUMBER OF PORTFOLIOS 28 15 9 4 3 3 2 1
END OF PERIOD

COMPOSITE ASSETS $641,151 $388,556 $187,712 $43,638 $ 607 $ 533 $ 361 $ 95
END OF PERIOD (THOUSANDS)

PERCENTAGE OF TOTAL ASSETS 90% 96% 97% 82% 1% 4% 12% 5%
REPRESENTED BY COMPOSITE

STANDARD DEVIATION 0.27% 0.51% 0.85% 0.45% 0.26% 0.56% -0- N/A
OF RETURNS
</TABLE>

* AIMR is a non-profit membership and education organization with more than
60,000 members worldwide that, among other things, has formulated a set of
performance presentation standards for investment advisors. These AIMR standards
are intended to promote full and fair presentations by investment advisors of
their performance results and ensure uniformity in reporting so that performance
results of investment advisors are directly comparable.

** The Standard & Poor's 500 Composite Stock Price Index, known as the S&P 500,
is an unmanaged market value-weighted index consisting of representative samples
of stocks within important industry groups within the U.S. economy. It includes
dividends and distributions, but does not reflect fees, brokerage commissions or
other expenses of investing. It has been taken from published sources and has
not been audited by Deloitte & Touche LLP.

3
<PAGE>
UNDERSTANDING EXPENSES

FEES AND EXPENSES OF THE FUND

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

SHAREHOLDER FEES
(fees paid directly from your investment)
Maximum Sales Load on Fund Purchases (as a percentage
of offering price) 3.50%

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

Investment Advisory Fees 0.85%
Distribution (12b-1) Fees 0.50%
Shareholder Service Fees 0.25%
Other Expenses
---

-------
Total Annual Fund Operating Expenses
---
Advisory Fee Waiver and/or Fund Expense Absorption #
---

Net Expenses 2.10%

# The Advisor has contractually agreed to waive its fees and/or absorb
expenses of the Fund to ensure that Total Annual Operating Expenses do
not exceed 2.10%. This contract's term is indefinite and may be
terminated only by the Board of Trustees of the Fund. If the Advisor
waives any of its fees or pays Fund expenses, the Fund may reimburse
the Advisor in future years.

EXAMPLE

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

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

1 year 3 years 5 years 10 years
------ ------- ------- --------
$555 $983 $1,436 $2,685

4
<PAGE>
MANAGEMENT OF THE FUND

THE ADVISOR

The Fund's Advisor, Liberty Bank and Trust Company ("Liberty"), 4101 Pauger
Street, New Orleans, Louisiana 70122, (a subsidiary of Liberty Financial
Services, Inc.) has provided banking services to the greater New Orleans
community since 1972. Liberty's assets have grown to over $180 million and
has risen to become one of the top ten African American owned banks in the
United States. Liberty has overall responsibility for the assets under
management and will be responsible for monitoring the day-to-day activity
of the Sub-Advisor. Liberty, together with the Sub-Advisor, is responsible
for formulating and implementing the Fund's investments. Liberty furnishes
the Fund with office space and certain administrative services. As
compensation for the services it receives, the Fund pays Liberty a monthly
advisory fee based upon the average daily net assets of the Fund at the
annual rate of 0.25%. For the fiscal year of the Fund ended May 31, 1999,
the Advisor waived its full fee of $6,597 and paid Fund expenses is the
amount of $99,800.

THE SUB-ADVISOR

The Fund's Sub-Advisor, The Edgar Lomax Company, 6564 Loisdale Court, Suite
310, Springfield, Virginia 22150, has provided asset management services to
individuals and institutional investors since 1986. Currently, the
Sub-Advisor has $1.2 billion in assets under management. Mr. Randall R.
Eley, President and Chief Investment Officer of the Sub- Advisor, controls
the Sub-Advisor.

The Sub-Advisor provides the Fund with advice on buying and selling
securities and manages the investments of the Fund. As compensation, the
Fund pays the Sub-Advisor a monthly management fee based upon the average
daily net assets of the Fund at the annual rate of 0.60%. For the fiscal
year of the Fund ended May 31, 1999, the Sub-Advisor received $15,131 in
fees.

THE PORTFOLIO MANAGER

Mr. Randall R. Eley of the Sub-Advisor is principally responsible for the
day-to-day management on the Fund's portfolio. Mr Eley has been active in
the investment field professionally since the founding of the Sub-advisor
in 1986.

SHAREHOLDING SERVICING AGENT

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

CUSTODIAN

Firstar Bank, N.A, 525 Walnut Street, Cincinnati, Ohio 45202, serves as the
Fund's Custodian.

DISTRIBUTOR

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

INDEPENDENT ACCOUNTANTS

[ ], 555 Fifth Avenue, New York, New York, 10017, serves as the
Fund's Independent Accountants.

LEGAL COUNSEL

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

5
<PAGE>
ACCOUNT INFORMATION

The Fund offers for sale two classes of shares, Class A and Class I. This
prospectus sets out information about Class A shares, available to
investors who do not have the minimum investment requirements to purchase
the Fund's Class I shares. Class I shares are available to institutional
investors who are willing to make an initial investment of $250,000. Class
I shares charge no sales load and have a different operating expense
structure which may result in performance for that Class which is different
from that of Class A shares. Class I shares are discussed more fully in a
separate prospectus available from the Fund.

WHEN THE FUND'S SHARES ARE PRICED

The Net Asset Value or "NAV" is calculated after the close of trading on
the New York Stock Exchange (the "NYSE"), every day that the NYSE is open.
The NAV is not calculated on days that the NYSE is closed for trading. The
NYSE usually closes at 4 p.m., Eastern time, on weekdays, except for
holidays.

HOW THE FUND'S SHARES ARE PRICED

Class A shares are offered at the public offering price. Shares of the Fund
are offered continuously for purchase at the public offering price next
determined after a purchase order is received. The public offering price
per share is equal to the NAV, plus a sales charge, which is reduced on
purchases involving amounts of $50,000 or more, as set forth in the table
below. The public offering price is effective for orders received by the
Fund or investment brokers and their agents prior to the time of the next
determination of the Fund's NAV and, in the case of orders placed with
brokers, transmitted promptly to the Transfer Agent. Orders received after
4:00 p.m., Eastern time will be entered at the following day's calculated
NAV.

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

SALES CHARGE AS PERCENT OF:

Portion of sales
Offering charge retained
Amount of Purchase price NAV by dealers
------------------ -------- ---- ----------------
Less than $50,000 3.50% 3.63% 3.00%
$50,000 but less than $100,000 3.00% 3.09% 2.60%
$100,000 but less than $250,000 2.50% 2.56% 2.20%
$250,000 but less than $500,000 2.00% 2.04% 1.80%
$500,000 but less than $750,000 1.50% 1.52% 1.30%
$750,000 but less than $1,000,000 1.00% 1.01% 0.80%
$1,000,000 or more None None None

LETTER OF INTENT

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

RIGHTS OF ACCUMULATION

The reduced sales charges applicable to purchases apply on a cumulative
basis over any period of time. Thus the value of all shares of the Fund
owned by you (including your regular account, IRA account, or any other
account), taken at current net asset value, can be combined with a current
purchase of shares to determine the rate of sales charge applicable to the
current purchase in order to receive the cumulative quantity reduction.
When opening a new account, the fact that you currently hold shares of the
Fund must be indicated on the Application Form in order to receive the

6
<PAGE>
cumulative quantity discount. For subsequent purchases, the Fund's
Shareholder Servicing Agent ((800) 229-2105) should be notified of current
fund holdings prior to the purchase of additional shares.

DISTRIBUTION PLAN

The Fund has adopted a Distribution Plan for Class A Shares of the Fund,
pursuant to Rule 12b-1 under the Investment Company Act of 1940. The
Distribution Plan permits the Fund to pay the Advisor, as Distribution
Coordinator, for the sale and distribution of Class A shares at an annual
rate of 0.50% of the Fund's Class A shares' average annual net assets.
Payments made by the Fund pursuant to the Distribution Plan will represent
compensation for distribution and service activities, not reimbursement for
specific expenses incurred.

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

SHAREHOLDER SERVICE PLAN

The Fund has adopted a Shareholder Service Plan. Under the Shareholder
Service Plan, the Advisor will provide, or arrange for others to provide,
certain services to Class A shareholders of the Fund. As compensation for
its services, the Fund will pay the Advisor, at an annual rate, of 0.25% of
the Fund's Class A shares' average annual net assets.

In addition to compensation paid by the Fund under the Distribution and
Shareholder Servicing Plans, the Advisor may, out of its own resources,
compensate third parties for distribution, marketing and other services
provided to the Fund. The Advisor may use its own resources to sponsor
seminars and educational programs on the Fund for financial intermediaries
and shareholders.

CONVERSION FEATURE

On the first business day of the month next following the fourth
anniversary of their purchase, Class A shares will automatically convert to
Class I shares and will no longer be subject to the fees associated with
the Distribution and Shareholder Service Plans. This conversion will be on
the basis of the relative NAVs of the two Classes, without the imposition
of any sales charge, fee or other expense. The purpose of the conversion
feature is to eliminate the distribution and shareholder service fees paid
by the holders of Class A shares that have been outstanding for an extended
period of time.

7
<PAGE>
HOW TO INVEST

OPENING A NEW ACCOUNT

You may purchase shares of the Fund by mail, by wire or through your
investment broker. An Application Form accompanies this Prospectus. Please
use the Application Form when purchasing by mail or wire. If you have any
questions or need further information about how to purchase shares, you may
call an account representative of the Fund at (toll-free) (888) 229-2105.

PURCHASING SHARES BY MAIL

Please complete the attached Application Form and mail it with a personal
check, payable to the UNITY FUND, CLASS A to the Fund at the following
address:

Unity Fund, Class A
c/o Firstar Bank, N.A.
P.O. Box 641265
Cincinnati, OH 45264-1265

You may not send Application Forms via overnight delivery to a United
States Postal Services post office box. If you wish to use an overnight
delivery service, send your Application Form and check to the Fund's
custodian at the following address:

Unity Fund, Class A
c/o Firstar Bank, N.A.
Mutual Fund Custody Department
425 Walnut Street, M.L. 6118, Sixth Floor
Cincinnati, Ohio 45202

PURCHASING SHARES BY WIRE

To order by wire, you must have a wire account number. Please call the Fund
at (toll-free) (888) 229-2105 between 9:00 a.m. and 5:00 p.m. Eastern time,
on a day when the New York Stock Exchange ("NYSE") is open for trading, in
order to receive this account number. If you send your purchase by wire
without the account number, your order will be delayed. You will be asked
to fax your Application Form.

Once you have the account number, your bank or other financial institution
may send the wire to the Fund's Custodian with the following instructions:

Firstar Bank, N.A. Cinti/Trust
ABA # 0420-0001-3
For credit to: Unity Fund, Class A
DDA # 488-920-679
For further credit to [your name and account number]

Your bank or financial institution may charge a fee for sending the wire to
the Fund.

PURCHASING THROUGH AN INVESTMENT BROKER

Your may buy and sell shares through the Fund's approved brokers and their
agents (together "Brokers"). An order placed with a Broker is treated as if
it were placed directly with the Fund, and will be executed at the next
share price calculated by the Fund. Your Broker will hold your shares in a
pooled account in the Broker's name. The Fund may pay the Broker to
maintain your individual ownership information, for maintaining other
required records, and for providing other shareholder services. The Broker
may charge you a fee to handle your order. The Broker is responsible for

8
<PAGE>
processing your order correctly and promptly, keeping you advised of the
status of your account, confirming your transactions and ensuring that you
receive copies of the Fund's prospectus.

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

MINIMUM INVESTMENTS

Your initial purchase must be at least $1,000. However, if you are
purchasing shares through an Individual Retirement Account ("IRA"), or you
are starting an Automatic Investing Plan, as described below, your initial
purchase must be at least $250. Exceptions may be made at the Fund's
discretion.

ADDITIONAL INVESTMENTS

Additional purchases may be made for $100 or more. Exceptions may be made
at the Fund's discretion. You may purchase additional shares of the Fund by
sending a check, with the stub from your account statement, to the Fund at
the addresses listed above. Please ensure that you include your account
number on the check. If you do not have the stub from your account
statement, include your name, address and account number on a separate
statement.

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

MINIMUM ACCOUNT BALANCE

Due to the relatively high cost of managing small accounts, if the value of
your account falls below $250 (except for IRA accounts), the Fund may
redeem your shares. However, the Fund will give you 30 days' written notice
to give you time to add to your account and avoid involuntary redemption of
your shares. The Board of Trustees of the Fund believes this policy to be
in the best interest of all shareholders.

SELLING YOUR SHARES

You may sell some or all of your Fund shares on days that the NYSE is open
for trading. Your redemption may result in a realized gain or loss for tax
purposes. Your shares will be sold at the next NAV calculated for the Fund
after receiving your order. You may sell your shares by mail, wire or
through a Broker.

SELLING YOUR SHARES BY MAIL

You may redeem your shares by sending a written request to the Fund. You
must give your account number and state the number of shares you wish to
sell. You must sign the written request. If the account is in the name of
more than one person, each shareholder must sign the written request. Send
your written request to the Fund at:

Unity Fund, Class A
c/o American Data Services, Inc.
150 Motor Parkway, Suite 109
Hauppauge, NY 11788

If the dollar amount of your redemption exceeds $100,000, you must obtain a
signature guarantee (NOT A NOTARIZATION), available from may commercial
banks, savings associations, stock brokers and other NASD member firms. In
unusual circumstances, the Fund may temporarily suspend the processing of
sell requests, or postpone payments of proceeds for up to seven days as
permitted by federal securities laws.

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<PAGE>
SELLING YOUR SHARES BY TELEPHONE

If you completed the "Redemption by Telephone" section of the Fund's
Application Form, you may sell your shares by calling the Shareholder
Servicing Agent (toll-free) at (888) 229-2105. Your redemption will be
mailed or wired according to your instructions, on the next business day to
the bank account you designated on your Application Form. The minimum wire
amount is $1,000. Your bank or financial institution may charge a fee for
receiving the wire from the Fund. Telephone redemptions may not be made for
IRA accounts.

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

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

OTHER SERVICES AVAILABLE TO SHAREHOLDERS

AUTOMATIC INVESTMENT PLAN

You may make regular monthly investments in the Fund using the Automatic
Investment Plan. Through the plan, it is arranged for your bank or
financial institution to transfer a predetermined amount (but not less than
$100), monthly, to purchase shares of the Fund. When the Fund receives the
transfer, the Fund will invest the amount in additional shares of the Fund
at the next calculated applicable public offering price. You may request an
Application for the Automatic Investment Plan by calling the Fund
(toll-free) at (888) 229-2105. The Fund may modify or terminate this Plan
at any time. You may terminate your participation in this Plan by calling
the Fund.

AUTOMATIC WITHDRAWAL PLAN

You may request that a predetermined amount be sent to you each month or
quarter. Your account value must have a value of at least $10,000 for you
to be eligible to participate in the Automatic Withdrawal Plan. The minimum
withdrawal amount is $50. You may request an Application for the Automatic
Withdrawal Plan by calling the Fund (toll-free) at (877) 829-8413. The Fund
may modify or terminate this Plan at any time. You may terminate your
participation in this Plan by calling the Fund.

OTHER POLICIES

The Fund may waive the minimum investment requirements for purchases by
certain groups or retirement plans. All investments must be made in U.S.
funds, and checks must be drawn on U.S. banks. Third party checks are not
accepted. The Fund may charge you if your check is returned for
insufficient funds. The Fund reserves the right to reject any investment,
in whole or in part. The IRS requires that you provide the Fund or your
Broker with a taxpayer identification number and other information upon
opening an account. You must specify whether you are subject to backup
withholding. Otherwise, you may be subject to backup withholding at a rate
of 31%.

EARNINGS AND TAXES

DIVIDENDS AND DISTRIBUTIONS

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

10
<PAGE>
Unless you invest through a tax-advantaged account, you will owe taxes on
the dividends and distributions. Dividends and distributions are
automatically reinvested in additional shares of the Fund unless you make a
written request to the Fund that you would like to receive dividends and
distributions made in cash.

TAXES

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

11
<PAGE>
FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund's
financial performance during the past fiscal period. Certain information
reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned on an investment in
the Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by [ ]. Their report and the Fund's
financial statements are included in the Fund's annual report which is available
upon request by calling (888) 229- 2105.

[INSERT FINANCIAL HIGHLIGHTS TABLE FROM LATEST ANNUAL REPORT.]

12
<PAGE>
UNITY FUND, CLASS A
A SERIES OF ADVISORS SERIES TRUST

FOR MORE INFORMATION

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

To request your free copy of the SAI, or to request other information, please
call (toll-free) (888) 229-2105 or write to the Fund:

Unity Fund, Class A
c/o American Data Services, Inc.
150 Motor Parkway, Suite 109
Hauppauge, NY 11788

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

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

SEC File Number: 811-07959
<PAGE>
UNITY FUND
CLASS I SHARES

PROSPECTUS
OCTOBER 1, 1999

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

4101 PAUGER STREET
NEW ORLEANS, LA 70122
FUND LITERATURE (TOLL FREE): (877) LIBFUND (542-3863)
ALTERNATE: (800) 645-1704
SHAREHOLDER SERVICES (TOLL-FREE): (888) 229-2105

TABLE OF CONTENTS

Fund Overview....................................................... 1

Understanding Expenses.............................................. 4

Management of the Fund.............................................. 5

Account Information................................................. 6

How to Invest....................................................... 6

Other Services Available to Shareholders............................ 8

Earnings and Taxes.................................................. 9

Financial Highlights................................................ 10

For More Information................................................ Back Cover

The Unity Fund was formerly known as the Liberty Freedom Fund.

INVESTMENT OBJECTIVES

The Fund's primary investment objective is the growth of capital. Its
secondary objective is to provide current income. The objectives of the
Fund may be changed only with shareholder approval.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, the Fund will invest at least 85% of its
total assets in stocks and other equity securities.

The Fund's annual portfolio turnover rate will usually not exceed 50%.

TYPES OF SECURITIES

The Fund invests primarily in the following securities:

* Common Stock;
* Preferred Stock;
* Convertible Securities and Warrants; and
* Standard & Poor's Depositary Receipts ("SPDRs")

Please review the SAI for further descriptions of these securities.

PRINCIPAL RISKS OF INVESTING

You may lose money by investing in the Fund. Other principal risks you
should consider include:

MARKET DECLINE - A company's stock price or the overall stock market may
experience a sudden decline.

1
<PAGE>
Year 2000 Problem could have a negative impact on handling securities
trades and pricing and accounting services. The Fund's Board of Trustees
have adopted a Year 2000 Project Plan that the Board of Trustees believes
is reasonably designed to address the Year 2000 Problem with respect to the
Advisor's and the Fund's service providers' computer systems. For example,
should the Board of Trustees determine that a service provider is not
converting to a Year 2000 compliant system, the Board of Trustees will
replace that service provider. Although the Advisor and the Fund's service
providers have assured the Fund that they are moving towards Year 2000
compliant computer systems, this is not a guarantee that the Fund will not
experience an adverse impact from the Year 2000 Problem. It is important to
keep in mind that the Year 2000 Problem may adversely impact the issuers in
which the Fund invests and, by extension, the value of the shares held by
the Fund.

The Fund is intended for investors who:

PAST PERFORMANCE OF THE FUND

As of May 31, 1999, no Class I shares had been issued.

PRIOR PERFORMANCE OF THE SUB-ADVISOR

The composite performance data shown below were calculated in accordance
with recommended standards of the Association for Investment Management and
Research (AIMR*), retroactively applied to all time periods. All returns
presented were calculated on a total return basis and include all dividends
and interest, accrued income and realized and unrealized gains and losses.
All returns reflect the deduction of investment advisory fees, brokerage
commissions and execution costs paid by private accounts of the Sub-Advisor
without provision for federal or state income taxes. Custodial fees, if
any, were generally not included in the calculation. The Sub-Advisor's
composite includes all actual, fee-paying, discretionary private accounts
with assets in excess of $1 million (minimum account size required as of
January 1, 1994) managed by the Sub- Advisor that have investment
objectives, policies, strategies and risks substantially similar to those
of the Fund. Securities transactions are accounted for on the trade date
and accrual accounting is used. Cash and equivalents are included in
performance returns. The monthly returns of the Sub-Advisor's composite
combine the individual accounts' returns (calculated on a time-weighted
rate of return that is revalued whenever cash flows exceed 10% of an
account's current value) by asset-weighting each individual account's asset
value as of the beginning of the month. Quarterly and yearly returns are
calculated by geometrically linking the monthly and quarterly returns,
respectively.

2
<PAGE>
investment limitations imposed on the Fund by the Investment Company Act or
the Internal Revenue Code. Consequently, the performance results for the
Sub-Advisor's composite could have been adversely affected if the private
accounts included in the composite had been regulated as a mutual fund. In
addition, the operating expenses incurred by the private accounts were
lower than the anticipated operating expenses of the

Fund, and, accordingly, the performance results of the composite are
greater than what Fund performance would have been.

S&P 500** 20.42% 284.69% 33.34% 22.99% 37.53% 1.30% 10.06% 7.62% 30.45% 8.96%

NUMBER OF PORTFOLIOS 28 15 9 4 3 3 2 1
END OF PERIOD

COMPOSITE ASSETS $641,151 $388,556 $187,712 $43,638 $ 607 $ 533 $ 361 $ 95
END OF PERIOD (THOUSANDS)

PERCENTAGE OF TOTAL ASSETS 90% 96% 97% 82% 1% 4% 12% 5%
REPRESENTED BY COMPOSITE

STANDARD DEVIATION 0.27% 0.51% 0.85% 0.45% 0.26% 0.56% -0- N/A
OF RETURNS
</TABLE>

* AIMR is a non-profit membership and education organization with more than
60,000 members worldwide that, among other things, has formulated a set of
performance presentation standards for investment advisors. These AIMR
standards are intended to promote full and fair presentations by investment
advisors of their performance results and ensure uniformity in reporting so
that performance results of investment advisors are directly comparable.

** The Standard & Poor's 500 Composite Stock Price Index, known as the S&P 500,
is an unmanaged market value-weighted index consisting of representative
samples of stocks within important industry groups within the U.S. economy.
It includes dividends and distributions, but does not reflect fees, brokerage
commissions or other expenses of investing. It has been taken from published
sources and has not been audited by Deloitte & Touche LLP.

3
<PAGE>
UNDERSTANDING EXPENSES

FEES AND EXPENSES OF THE FUND

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

SHAREHOLDER FEES
(fees paid directly from your investment)
Maximum Sales Load on Fund Purchases None
(as a percentage of offering price)

ANNUAL FUND OPERATING EXPENSES*
(expenses that are deducted from Fund assets)
Investment Advisory Fees 0.85%
Distribution (12b-1) Fees None
Shareholder Service Fees None
Other Expenses 3.00%

Total Annual Fund Operating Expenses 3.85%
Advisory Fee Waiver and/or Fund Expense Absorption # (2.55%)
-----
Net Expenses 1.30%
=====

* Other expenses have been estimated. The Advisor has contractually
agreed to waive its fees and/or absorb expenses of the Fund to ensure
that Total Annual Operating Expenses do not exceed 1.30%. This
contract's term is indefinite and may be terminated only by the Board
of Trustees of the Fund. If the Advisor waives any of its fees or pays
Fund expenses, the Fund may reimburse the Advisor in future years.

EXAMPLE

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

1 year 3 years 5 years 10 years
------ ------- ------- --------
$132 $411 $711 $1,563

4
<PAGE>
MANAGEMENT OF THE FUND

THE ADVISOR

The Fund's Advisor, Liberty Bank and Trust Company ("Liberty"), 4101 Pauger
Street, New Orleans, Louisiana 70122, (a subsidiary of Liberty Financial
Services, Inc.) has provided banking services to the greater New Orleans
community since 1972. Liberty's assets have grown to over $180 million and has
risen to become one of the top ten African American owned banks in the United
States. Liberty has overall responsibility for the assets under management and
will be responsible for monitoring the day-to-day activity of the Sub-Advisor.
Liberty, together with the Sub-Advisor, is responsible for formulating and
implementing the Fund's investments. Liberty furnishes the Fund with office
space and certain administrative services. As compensation for the services it
receives, the Fund pays Liberty a monthly advisory fee based upon the average
daily net assets of the Fund at the annual rate of 0.25%.

THE SUB-ADVISOR

The Fund's Sub-Advisor, The Edgar Lomax Company, 6564 Loisdale Court, Suite 310,
Springfield, Virginia 22150, has provided asset management services to
individuals and institutional investors since 1986. Currently, the Sub-Advisor
has $1.2 billion in assets under management. Mr. Randall R. Eley, President and
Chief Investment Officer of the Sub- Advisor, controls the Sub-Advisor.

The Sub-Advisor provides the Fund with advice on buying and selling securities
and manages the investments of the Fund. As compensation, the Fund pays the
Sub-Advisor a monthly management fee based upon the average daily net assets of
the Fund at the annual rate of 0.60%.

THE PORTFOLIO MANAGER

Mr. Randall R. Eley of the Sub-Advisor is principally responsible for the
day-to-day management on the Fund's portfolio. Mr Eley has been active in the
investment field professionally since the founding of the Sub-advisor in 1986.

SHAREHOLDING SERVICING AGENT

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

CUSTODIAN

Firstar Bank, N.A, 525 Walnut Street, Cincinnati, Ohio 45202, serves as the
Fund's Custodian.

DISTRIBUTOR

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

INDEPENDENT ACCOUNTANTS

[ ], 555 Fifth Avenue, New York, New York, 10017, serves as the
Fund's Independent Accountants.

LEGAL COUNSEL

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

5
<PAGE>
ACCOUNT INFORMATION

The Fund offers for sale two classes of shares, Class A and Class I. This
prospectus sets out information about Class I shares. Class A shares are
available to smaller investors who do not have the initial minimum
investment of $250,000. Class A shares charge an up-front sales load and
have a different operating expense structure which may result in
performance for that Class which is different from that of Class I shares.
Class A shares are discussed more fully in a separate prospectus available
from the Fund.

WHEN THE FUND'S SHARES ARE PRICED

HOW THE FUND'S SHARES ARE PRICED

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

HOW TO INVEST

OPENING A NEW ACCOUNT

PURCHASING SHARES BY MAIL

Please complete the attached Application Form and mail it with a personal
check, payable to the UNITY FUND, CLASS I to the Fund at the following
address:

Unity Fund, Class I
c/o Firstar Bank, N.A.
P.O. Box 641265
Cincinnati, OH 45264-1265

Unity Fund, Class I
c/o Firstar Bank, N.A.
Mutual Fund Custody Department
425 Walnut Street, M.L. 6118, Sixth Floor
Cincinnati, Ohio 45202

PURCHASING SHARES BY WIRE

To order by wire, you must have a wire account number. Please call the Fund
at (toll-free) (888) 229-2105 between 9:00 a.m. and 5:00 p.m. Eastern time,

6
<PAGE>
on a day when the New York Stock Exchange ("NYSE") is open for trading, in
order to receive this account number. If you send your purchase by wire
without the account number, your order will be delayed. You will be asked
to fax your Application Form.

Once you have the account number, your bank or other financial institution
may send the wire to the Fund's Custodian with the following instructions:

Firstar Bank, N.A. Cinti/Trust
ABA # 0420-0001-3
For credit to: Unity Fund, Class I
DDA # 488-920-679
For further credit to [your name and account number]

Your bank or financial institution may charge a fee for sending the wire to
the Fund.

PURCHASING THROUGH AN INVESTMENT BROKER

Your may buy and sell shares through the Fund's approved brokers and their
agents (together "Brokers"). An order placed with a Broker is treated as if
it were placed directly with the Fund, and will be executed at the NAV next
calculated by the Fund. Your Broker will hold your shares in a pooled
account in the Broker's name. The Fund may pay the Broker to maintain your
individual ownership information, for maintaining other required records,
and for providing other shareholder services. The Broker may charge you a
fee to handle your order. The Broker is responsible for processing your
order correctly and promptly, keeping you advised of the status of your
account, confirming your transactions and ensuring that you receive copies
of the Fund's prospectus.

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

MINIMUM AND SUBSEQUENT INVESTMENTS

The minimum initial investment in the Fund is $250,000. Generally,
subsequent investments must be at least $25,000. Exceptions may be made at
the Fund's discretion.

You may purchase additional shares of the Fund by sending a check, with the
stub from your account statement, to the Fund at the addresses listed
above. Please ensure that you include your account number on the check. If
you do not have the stub from your account statement, include your name,
address and account number on a separate statement.

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

SELLING YOUR SHARES

You may sell some or all of your Fund shares on days that the NYSE is open
for trading. Your redemption may result in a realized gain or loss for tax
purposes. Your shares will be sold at the next net asset value calculated
for the Fund after receiving your order. You may sell your shares by mail,
wire or through a Broker.

SELLING YOUR SHARES BY MAIL

7
<PAGE>
Unity Fund, Class I
c/o American Data Services, Inc.
150 Motor Parkway, Suite 109
Hauppauge, NY 11788

SELLING YOUR SHARES BY TELEPHONE

OTHER SERVICES AVAILABLE TO SHAREHOLDERS

AUTOMATIC INVESTMENT PLAN

You may make regular monthly investments in the Fund using the Automatic
Investment Plan. Through this plan, it is arranged for your bank or
financial institution to transfer a predetermined amount, monthly, to
purchase shares of the Fund. When the Fund receives the transfer, the Fund
will invest the amount in additional shares of the Fund at the next
calculated NAV. You may request an Application for the Automatic Investment
Plan by calling the Fund (toll-free) at (888) 229-2105. The Fund may modify
or terminate this Plan at any time. You may terminate your participation in
this Plan by calling the Fund.

AUTOMATIC WITHDRAWAL PLAN

You may request that a predetermined amount be sent to you each month or
quarter. The minimum withdrawal amount is $100. You may request an
Application for the Automatic Withdrawal Plan by calling the Fund
(toll-free) at (877) 829-8413. The Fund may modify or terminate this Plan
at any time. You may terminate your participation in this Plan by calling
the Fund.

OTHER POLICIES

8
<PAGE>
EARNINGS AND TAXES

DIVIDENDS AND DISTRIBUTIONS

Unless you invest through a tax-advantaged account, you will owe taxes on
the dividends and distributions. Dividends and distributions are
automatically reinvested in additional shares of the Fund unless you make a
written request to the Fund that you would like to receive dividends and
distributions made in cash.

TAXES

9
<PAGE>
FINANCIAL HIGHLIGHTS

[INSERT FINANCIAL HIGHLIGHTS TABLE FROM LATEST ANNUAL REPORT.]

10
<PAGE>
UNITY FUND, CLASS I
A SERIES OF ADVISORS SERIES TRUST

FOR MORE INFORMATION

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

To request your free copy of the SAI, or to request other information,
please call (toll-free) (888) 229-2105 or write to the Fund:

Unity Fund, Class I
c/o American Data Services, Inc.
150 Motor Parkway, Suite 109
Hauppauge, NY 11788

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

Fund information is also available on the SEC's Internet site at
WWW.SEC.GOV. Copies of this information may be obtained, upon payment of a
duplicating fee, by writing to the SEC's Public Reference Section,
Washington, D.C. 20549-6009.

SEC File Number: 811-07959
<PAGE>
Unity Fund
(formerly, the Liberty Freedom Fund)

Statement of Additional Information

Dated October 1, 1999

This Statement of Additional Information is not a prospectus, and it should be
read in conjunction with the prospectuses dated October 1, 1999, for Class A and
Class I shares, as may be amended from time to time, of The Unity Fund (the
"Fund"), a series of Advisors Series Trust (the "Trust"). Liberty Bank and Trust
Company (the "Advisor"), 3801 Canal Street, New Orleans, Louisiana 70019, is the
Advisor of the Fund. The Edgar Lomax Company (the "Sub-Advisor"), 6564 Loisdale
Court, Suite 310, Springfield, VA 22150, is the Sub-Advisor to the Fund. A copy
of the prospectus may be obtained from the Fund c/o American Data Services,
Inc., 150 Motor Parkway, Suite 109, Hauppauge, NY 11788; or by calling the
Fund's shareholder servicing agent at (888) 229-2105.

TABLE OF CONTENTS

Cross-reference to sections
Page in the prospectus
---- ---------------------------
Investment Objectives and Policies....... B-2 Fund Overview

Management of the Fund................... B-7 Management of the Fund

Distribution Arrangements................ B-11 Account Information

Shareholder Servicing Arrangements....... B-11 Account Information

Portfolio Transactions and Brokerage..... B-12 Management of the Fund

Net Asset Value.......................... B-12 Account Information

Taxation ............................... B-13 Earnings and Taxes

Dividends and Distributions.............. B-16 Earnings and Taxes

Performance Information.................. B-16 Past Performance of the Fund

General Information...................... B-17 N/A

B-1
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES

The investment objective of the Fund is growth of capital, with a secondary
objective of providing income. There is no assurance that the Fund will achieve
its investment objective. The discussion below supplements information contained
in the prospectus as to the investment objective, investment strategies and
associated risks of the Fund.

The following are non-principal investment strategies and risks.

CONVERTIBLE SECURITIES, EQUITY-LINKED DERIVATIVES AND WARRANTS

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

Standard & Poor's ("S&P") Depository Receipts ("SPDRs") and S&P's MidCap
400 Depository Receipts ("MidCap SPDRs") are considered Equity-Linked
Derivatives. Each of these instruments are derivative securities whose value
follows a well-known securities index or basket of securities.

SPDRs and MidCap SPDRs are designed to follow the performance of S&P 500
Index and the S&P MidCap 400 Index, respectively. Because the prices of SPDRs
and MidCap SPDRs are correlated to diversified portfolios, they are subject to
the risk that the general level of stock prices may decline or that the
underlying indices decline. In addition, because SPDRs, MidCap SPDRs will
continue to be traded even when trading is halted in component stocks of the
underlying indices, price quotations for these securities may, at times, be
based upon non-current price information with respect to some or even all of the
stocks in the underlying indices.

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

SHORT-TERM INVESTMENTS

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

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

B-2
<PAGE>
Domestic banks and foreign banks are subject to different governmental
regulations with respect to the amount and types of loans which may be made and
interest rates which may be charged. In addition, the profitability of the
banking industry depends largely upon the availability and cost of funds for the
purpose of financing lending operations under prevailing money market
conditions. General economic conditions as well as exposure to credit losses
arising from possible financial difficulties of borrowers play an important part
in the operations of the banking industry.

As a result of federal and state laws and regulations, domestic banks are,
among other things, required to maintain specified levels of reserves, limited
in the amount which they can loan to a single borrower, and subject to other
regulations designed to promote financial soundness. However, such laws and
regulations do not necessarily apply to foreign bank obligations that the Fund
may acquire.

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

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

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

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

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

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

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

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

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

FOREIGN INVESTMENTS AND CURRENCIES

The Fund may invest in securities of foreign issuers, provided that they
are publicly traded in the United States.

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

RISKS OF INVESTING IN FOREIGN SECURITIES. Investments in foreign securities
involve certain inherent risks, including the following:

POLITICAL AND ECONOMIC FACTORS. Individual foreign economies of certain
countries may differ favorably or unfavorably from the United States' economy in
such respects as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency, diversification and balance of payments
position. The internal politics of certain foreign countries may not be as
stable as those of the United States. Governments in certain foreign countries
also continue to participate to a significant degree, through ownership interest
or regulation, in their respective economies. Action by these governments could
include restrictions on foreign investment, nationalization, expropriation of
goods or imposition of taxes, and could have a significant effect on market
prices of securities and payment of interest. The economies of many foreign
countries are heavily dependent upon international trade and are accordingly
affected by the trade policies and economic conditions of their trading
partners. Enactment by these trading partners of protectionist trade legislation
could have a significant adverse effect upon the securities markets of such
countries.

CURRENCY FLUCTUATIONS. The Fund may invest in securities denominated in
foreign currencies. Accordingly, a change in the value of any such currency
against the U.S. dollar will result in a corresponding change in the U.S. dollar
value of the Fund's assets denominated in that currency. Such changes will also
affect the Fund's income. The value of the Fund's assets may also be affected
significantly by currency restrictions and exchange control regulations enacted
from time to time.

TAXES. The interest and dividends payable on certain of the Fund's foreign
portfolio securities may be subject to foreign withholding taxes, thus reducing
the net amount of income available for distribution to the Fund's shareholders.

REPURCHASE AGREEMENTS

The Fund may enter into repurchase agreements with respect to its portfolio
securities. Pursuant to such agreements, the Fund acquires securities from
financial institutions such as banks and broker-dealers as are deemed to be
creditworthy by the Advisor, subject to the seller's agreement to repurchase and
the Fund's agreement to resell such securities at a mutually agreed upon date
and price. The repurchase price generally equals the price paid by the Fund plus
interest negotiated on the basis of current short-term rates (which may be more

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<PAGE>
or less than the rate on the underlying portfolio security). Securities subject
to repurchase agreements will be held by the Custodian or in the Federal
Reserve/Treasury Book-Entry System or an equivalent foreign system. The seller
under a repurchase agreement will be required to maintain the value of the
underlying securities at not less than 102% of the repurchase price under the
agreement. If the seller defaults on its repurchase obligation, the Fund will
suffer a loss to the extent that the proceeds from a sale of the underlying
securities are less than the repurchase price under the agreement. Bankruptcy or
insolvency of such a defaulting seller may cause the Fund's rights with respect
to such securities to be delayed or limited. Repurchase agreements are
considered to be loans under the 1940 Act.

WHEN-ISSUED SECURITIES, FORWARD COMMITMENTS AND DELAYED SETTLEMENTS

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

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

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

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

ILLIQUID SECURITIES

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

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

B-5
<PAGE>
In recent years, however, a large institutional market has developed for
certain securities that are not registered under the Securities Act, including
repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment. The fact that
there are contractual or legal restrictions on resale to the general public or
to certain institutions may not be indicative of the liquidity of such
investments. If such securities are subject to purchase by institutional buyers
in accordance with Rule 144A promulgated by the Commission under the Securities
Act, the Trust's Board of Trustees may determine that such securities are not
illiquid securities notwithstanding their legal or contractual restrictions on
resale. In all other cases, however, securities subject to restrictions on
resale will be deemed illiquid.

FUND POLICIES

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

As a matter of fundamental policy, the Fund is diversified. The Fund's
investment objective is also fundamental.

In addition, the Fund may not:

1. Issue senior securities, borrow money or pledge its assets, except that
(i) the Fund may borrow from banks in amounts not exceeding one-third of its
total assets (not including the amount borrowed); and (ii) this restriction
shall not prohibit the Fund from engaging in options transactions;

2. Purchase securities on margin, except such short-term credits as may be
necessary for the clearance of transactions and except that the Fund may borrow
money from banks to purchase securities;

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

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

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

6. Purchase or sell commodities or commodity futures contracts;

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

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

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

The Fund may not:

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

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

3. Sell securities short;

4. Make loans of securities; or

5. Notwithstanding fundamental restriction 1 above, borrow money, except
from banks for temporary or emergency purposes, and in amounts not to exceed 5%
of total net assets, and subject to the further restriction that no additional
investment in securities will be made while any such loan is outstanding.

B-6
<PAGE>
MANAGEMENT OF THE FUND

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

The Trustees and officers of the Trust, their birth dates and positions with the
Trust, their business addresses and principal occupations during the past five
years are:

WALTER E. AUCH, SR. (born 1921) Trustee
6001 N. 62nd Place, Paradise Valley, AZ 85153. Business Consultant and Director,
Nicholas-Applegate Institutional Mutual Funds, Salomon Smith Barney Trak Funds
and Concert Series, Pimco Advisors L.P., Banyan Strategic Realty Trust, Legend
Properties and Senele Group.

ERIC M. BANHAZL* (born 1957) Trustee, President and Treasurer
2020 E. Financial Way, Glendora, CA 91741. Executive Vice President, Investment
Company Administration, LLC; Vice President, First Fund Distributors, Inc.;
Treasurer, Guinness Flight Investment Funds, Inc.

DONALD E. O'CONNOR (born 1936) Trustee
1700 Taylor Avenue, Fort Washington, MD 20744. Retired; formerly Executive Vice
President and Chief Operating Officer of ICI Mutual Insurance Company (until
January, 1997); Vice President, Operations, Investment Company Institute (until
June, 1993); Independent Director, The Parnassus Fund, The Parnassus Income
Fund, and Allegiance Investment Trust.

GEORGE T. WOFFORD III (born 1939) Trustee
305 Glendora Circle, Danville, CA 94526. Senior Vice President, Information
Services, Federal Home Loan Bank of San Francisco.

STEVEN J. PAGGIOLI (born 1950) Vice President
915 Broadway, Suite 1605, New York, NY 10010. Executive Vice President,
Investment Company Administration, LLC; Vice President, First Fund Distributors,
Inc.; President and Trustee, Professionally Managed Portfolios; Trustee,
Managers Funds Trust.

ROBERT H. WADSWORTH (born 1940) Vice President
4455 E. Camelback Rd. Suite 261-E, Phoenix, AZ 85018. President, Robert H.
Wadsworth & Associates, Inc., Investment Company Administration, LLC and First
Fund Distributors, Inc.; Vice President, Professionally Managed Portfolios;
President, Guiness Flight Investment Funds, Inc.; Director, Germany Fund, Inc.,
New Germany Fund, Inc., Central European Equity Fund, Inc. and Deutsche Funds,
Inc.

CHRIS O. MOSER (born 1949) Secretary
4455 E. Camelback Rd. Suite 261-E, Phoenix, AZ 85018. Employed by Investment
Company Administration, LLC (since July 1996); Formerly employed by Bank One,
N.A. (From August 1995 until July 1996; O'Connor, Cavanagh, Anderson,
Killingsworth and Beshears (law firm) (until August 1995).

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

B-7
<PAGE>
Name and Position Aggregate Compensation From the Trust
- ----------------- -------------------------------------
Walter E. Auch, Sr., Trustee $12,000
Donald E. O'Connor, Trustee $12,000
George T. Wofford III, Trustee $12,000

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

THE ADVISOR

Subject to the supervision of the Board of Trustees, investment advisory
and related services are provided by the Advisor, pursuant to an Advisory
Agreement (the "Advisory Agreement"). The Advisor is a majority-owned subsidiary
of Liberty Financial Services, Inc.

The Advisor is exempt from registering as an investment advisor under the
Investment Advisors Act of 1940, because of its status as a bank. The Advisor,
founded in 1972, is a state chartered commercial bank and a Louisiana
Corporation.

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

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

As compensation for the Advisor's services, the Fund pays it an Advisory
fee at the rate specified in the prospectus. In addition to the fees payable to
the Advisor, the Advisor and the Administrator, the Trust is responsible for its
operating expenses, including: fees and expenses incurred in connection with the
issuance, registration and transfer of its shares; brokerage and commission
expenses; all expenses of transfer, receipt, safekeeping, servicing and
accounting for the cash, securities and other property of the Trust for the
benefit of the Fund including all fees and expenses of its custodian,
shareholder services agent and accounting services agent; interest charges on
any borrowings; costs and expenses of pricing and calculating its daily net
asset value and of maintaining its books of account required under the 1940 Act;
taxes, if any; a pro rata portion of expenditures in connection with meetings of
the Fund's shareholders and the Trust's Board of Trustees that are properly
payable by the Fund; salaries and expenses of officers and fees and expenses of
members of the Trust's Board of Trustees or members of any advisory board or
committee who are not members of, affiliated with or interested persons of the
Advisor, Advisor or Administrator; insurance premiums on property or personnel
of the Fund which inure to its benefit, including liability and fidelity bond
insurance; the cost of preparing and printing reports, proxy statements,
prospectuses and statements of additional information of the Fund or other

B-8
<PAGE>
communications for distribution to existing shareholders; legal, auditing and
accounting fees; trade association dues; fees and expenses (including legal
fees) of registering and maintaining registration of its shares for sale under
federal and applicable state and foreign securities laws; all expenses of
maintaining and servicing shareholder accounts, including all charges for
transfer, shareholder recordkeeping, dividend disbursing, redemption, and other
agents for the benefit of the Fund, if any; and all other charges and costs of
its operation plus any extraordinary and non-recurring expenses, except as
otherwise prescribed in the Advisory Agreement.

The Fund is responsible for its own operating expenses. The Advisor has
contractually agreed to reduce fees payable to it by the Fund and to pay Fund
operating expenses to the extent necessary to limit the Fund's aggregate annual
operating expenses (excluding interest and tax expenses) to the limit set forth
in the Expense Table (the "expense cap"). Any such reductions made by the
Advisor in its fees or payment of expenses which are the Fund's obligation are
subject to reimbursement by the Fund to the Advisor, if so requested by the
Advisor, in subsequent fiscal years if the aggregate amount actually paid by the
Fund toward the operating expenses for such fiscal year (taking into account the
reimbursement) does not exceed the applicable limitation on Fund expenses. The
Advisor is permitted to be reimbursed only for fee reductions and expense
payments made in the previous three fiscal years, but is permitted to look back
five years and four years, respectively, during the initial six years and
seventh year of the Fund's operations. Any such reimbursement is also contingent
upon Board of Trustees' subsequent review and ratification of the reimbursed
amounts. Such reimbursement may not be paid prior to the Fund's payment of
current ordinary operating expenses.

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

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

The Advisory Agreement is terminable by vote of the Board of Trustees or by
the holders of a majority of the outstanding voting securities of the Fund at
any time without penalty, on 60 days written notice to the Advisor. The Advisory
Agreement also may be terminated by the Advisor on 60 days written notice to the
Trust. The Advisory Agreement terminates automatically upon its assignment (as
defined in the 1940 Act).

During the period beginning June 29, 1998 and ending May 31, 1999, the
Advisor waived its entire advisory fee of $6,597 and paid Fund expenses in the
amount of $99,800.

THE SUB-ADVISOR

Subject to the supervision of the Board of Trustees, investment Advisory
and related services are also provided by the Sub-Advisor, pursuant to a
Sub-Advisory Agreement (the "Advisory Agreement").

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

Without limiting the generality of the foregoing, the Sub-Advisor has
agreed to (i) furnish the Fund with advice and recommendations with respect to
the investment of the Fund's assets, (ii) effect the purchase and sale of
portfolio securities; (iii) manage and oversee the investments of the Fund,
subject to the ultimate supervision and direction of the Advisor and the Trust's

B-9
<PAGE>
Board of Trustees; (iv) vote proxies and take other actions with respect to the
Fund's securities; (v) maintain the books and records required to be maintained
with respect to the securities in the Fund's portfolio; (vi) furnish such
reports, statements and other data on securities, economic conditions and other
matters related to the investment of the Fund's assets as the Trustees or the
officers of the Trust may reasonably request; and (vii) render to the Trust's
Board of Trustees such periodic and special reports as the Board may reasonably
request. The Sub-Advisor has also agreed, at its own expense, to maintain such
staff and employ or retain such personnel and consult with such other persons as
it shall from time to time determine to be necessary to the performance of its
obligations under the Sub-Advisory Agreement. Personnel of the Sub-Advisor may
serve as officers of the Trust provided they do so without compensation from the
Trust. Without limiting the generality of the foregoing, the staff and personnel
of the Sub-Advisor shall be deemed to include persons employed or retained by
the Sub-Advisor to furnish statistical information, research, and other factual
information, advice regarding economic factors and trends, information with
respect to technical and scientific developments, and such other information,
advice and assistance as the Advisor or the Trust's Board of Trustees may desire
and reasonably request. With respect to the operation of the Fund, the Advisor
has agreed to be responsible for the expenses of printing and distributing extra
copies of the Fund's prospectus, statement of additional information, and sales
and advertising materials (but not the legal, auditing or accounting fees
attendant thereto) to prospective investors (but not to existing shareholders);
and the costs of any special Board of Trustees meetings or shareholder meetings
convened for the primary benefit of the Advisor.

As compensation for the Sub-Advisor's services, the Fund pays it a fee at
the rate specified in the prospectus. The Sub-Advisor may agree to waive certain
of its fees or reimburse the Fund for certain expenses, in order to limit the
expense ratio of the Fund. In that event, subject to approval by the Trust's
Board of Trustees, the Fund may reimburse the Sub-Advisor in subsequent years
for fees waived and expenses reimbursed, provided the expense ratio before
reimbursement is less than the expense limitation in effect at that time.

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

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

The Sub-Advisory Agreement is terminable by vote of the Board of Trustees
or by the holders of a majority of the outstanding voting securities of the Fund
at any time without penalty, on 60 days written notice to the Sub-Advisor. The
Sub-Advisory Agreement also may be terminated by the Advisor on 60 days written
notice to the Trust. The Sub-Advisory Agreement terminates automatically upon
its assignment (as defined in the 1940 Act).

During the period beginning June 29, 1998 and ending May 31, 1999, the
Sub-Advisor received compensation from the Fund in the amount of $15,131.

THE ADMINISTRATOR. The Administrator has agreed to be responsible for
providing such services as the Trustees may reasonably request, including but
not limited to (i) maintaining the Trust's books and records (other than
financial or accounting books and records maintained by any custodian, transfer
agent or accounting services agent); (ii) overseeing the Trust's insurance
relationships; (iii) preparing for the Trust (or assisting counsel and/or
auditors in the preparation of) all required tax returns, proxy statements and
reports to the Trust's shareholders and Trustees and reports to and other
filings with the Commission and any other governmental agency (the Trust
agreeing to supply or cause to be supplied to the Administrator all necessary
financial and other information in connection with the foregoing); (iv)
preparing such applications and reports as may be necessary to permit the offer
and sale of the shares of the Trust under the securities or "blue sky" laws of
the various states selected by the Trust (the Trust agreeing to pay all filing
fees or other similar fees in connection therewith); (v) responding to all

B-10
<PAGE>
inquiries or other communications of shareholders, if any, which are directed to
the Administrator, or if any such inquiry or communication is more properly to
be responded to by the Trust's custodian, transfer agent or accounting services
agent, overseeing their response thereto; (vi) overseeing all relationships
between the Trust and any custodian(s), transfer agent(s) and accounting
services agent(s), including the negotiation of agreements and the supervision
of the performance of such agreements; and (vii) authorizing and directing any
of the Administrator's directors, officers and employees who may be elected as
Trustees or officers of the Trust to serve in the capacities in which they are
elected. All services to be furnished by the Administrator under this Agreement
may be furnished through the medium of any such directors, officers or employees
of the Administrator.

For its services, the Administrator receives a fee monthly at the following
annual rate, subject to a $30,000 minimum:

Fund asset level Fee rate
- ---------------- --------
First $50 million 0.20% of average daily net assets
Next $50 million 0.15% of average daily net assets
Next $50 million 0.10% of average daily net assets
Next $50 million, and thereafter 0.05% of average daily net assets

DISTRIBUTION ARRANGEMENTS

Pursuant to a plan of distribution adopted by the Trust, on behalf of the Fund,
pursuant to Rule 12b-1 under the 1940 Act (the "Plan"), the Fund may pay
distribution and related expenses up to 0.50% of its average annual net assets,
as compensation, to the Advisor as Distribution Coordinator. Expenses permitted
to compensate the Advisor for include preparation, printing and mailing of
prospectuses, shareholder reports such as semi-annual and annual reports,
performance reports and newsletters, sales literature and other promotional
material to prospective investors, direct mail solicitations, advertising,
public relations, compensation of sales personnel, advisors or other third
parties for their assistance with respect to the distribution of the Fund's
shares, payments to financial intermediaries for shareholder support,
administrative and accounting services with respect to shareholders of the Fund
and such other expenses as may be approved from time to time by the Board of
Trustees of the Trust.

Under the Plan, the Trustees will be furnished quarterly with information
detailing the amount of expenses paid under the Plan and the purposes for which
payments were made. The Plan may be terminated at any time by vote of a majority
of the Trustees of the Trust who are not interested persons. Continuation of the
Plan is considered by such Trustees no less frequently than annually. During the
period ending May 31, 1999, the Fund paid the Distribution Coordinator
distribution fees totaling $12,782. These fees were used to compensate the
Advisor for Fund advertising expenses, presentation and road show expenses
incurred by the Advisor and distribution-related printing and postage.

SHAREHOLDER SERVICING ARRANGEMENTS

The Trust has also adopted a Shareholder Service Plan with respect to Class
A Shares of the Fund, pursuant to which the Fund pays the Advisor for expenses
incurred in connection with non-distribution related shareholder servicing
provided by the Advisor to securities broker-dealers and other securities
professionals ("Service Organizations") and/or beneficial owners of the shares
of the Fund.

Under the Plan, The Fund will pay the Advisor for providing or for
arranging for the provision of nondistribution personal shareholder services
provided by the Advisor or by securities broker-dealers and other securities
professionals ("Service Organizations") to beneficial owners of the shares of
Class A, including but not limited to shareholder servicing provided by the
Advisor at facilities dedicated to the Class A, ("Clients"), provided that such
shareholder servicing is not duplicative of the servicing otherwise provided on
behalf of Class A.

Such services may include, but are not limited to, (a) establishing and
maintaining accounts and records relating to Clients who invest in the Class;
(b) aggregating and processing orders involving the shares of the Class; (c)
processing dividend and other distribution payments from the Trust on behalf of
Clients; (d) providing information to Clients as to their ownership of shares of

B-11
<PAGE>
the Class or about other aspects of the operations of the Class; (e) preparing
tax reports or forms on behalf of Clients; (f) forwarding communications from
the Class to Clients; (g) assisting Clients in changing the Class' records as to
their addresses, dividend options, account registrations or other data; and (h)
providing such other similar services as the Advisor may reasonable request to
the extent the Service Organization is permitted to do so under applicable
statutes, rules or regulations.

The Fund shall pay the Advisor, for its services, at an annual rate of
0.25% of the average daily net assets of Class A shares. The Fund may make such
payments monthly, and payments to Liberty may exceed the amount expended by
Liberty during the month or the year to date. In the event that payments to
Liberty during a fiscal year exceed the amounts expended (or accrued, in the
case of payments to Service Organizations) during a fiscal year, the Advisor
will promptly refund to the Class any such excess.

The Advisor may make final and binding decisions as to all matters relating
to payments to Service Organizations, including but not limited to (i) the
identity of Service Organizations; and (ii) what shares of the Class, if any,
are to be attributed to a particular Service Organization, to a different
Service Organization or to no Service Organization.

While this Plan is in effect, the Advisor shall report in writing at least
quarterly to the Trust's Board of Trustees, and the Board shall review, the
amounts expended under this Plan and the purposes for which such expenditures
were made.

This Plan will continue from year to year so long as such continuance is
specifically approved at least annually by the Trust's Board of Trustees
including the Disinterested Trustees cast in person at a meeting called for the
purpose of voting on such continuance. This Plan may be terminated at any time
by a vote of a majority of the Qualified Trustees or by the vote of the holders
of a "majority" (as defined in the Act) of the outstanding voting securities of
the Class.

PORTFOLIO TRANSACTIONS AND BROKERAGE

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

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

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

Brokerage commissions paid on portfolio transactions during the period
beginning June 29, 1998 and ending May 31, 1999, totaled $16,495.

NET ASSET VALUE

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

Please see the Prospectus for a full description about how to invest in the
Fund.

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

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

The Fund's securities, including ADRs, EDRs and GDRs, which are traded on
securities exchanges are valued at the last sale price on the exchange on which
such securities are traded, as of the close of business on the day the
securities are being valued or, lacking any reported sales, at the mean between
the last available bid and asked price. Securities that are traded on more than
one exchange are valued on the exchange determined by the Advisor to be the
primary market. Securities primarily traded in the NASDAQ National Market System
for which market quotations are readily available shall be valued at the last
sale price on the day of valuation, or if there has been no sale on such day, at
the mean between the bid and asked prices. Over-the-counter ("OTC") securities
which are not traded in the NASDAQ National Market System shall be valued at the
most recent trade price. Securities and assets for which market quotations are
not readily available (including restricted securities which are subject to
limitations as to their sale) are valued at fair value as determined in good
faith by or under the direction of the Board.

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

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

TAXATION

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

B-13
<PAGE>
In order to qualify as a regulated investment company, the Fund must, among
other things, (a) derive at least 90% of its gross income each year from
dividends, interest, payments with respect to loans of stock and securities,
gains from the sale or other disposition of stock or securities or foreign
currency gains related to investments in stock or securities, or other income
(generally including gains from options, futures or forward contracts) derived
with respect to the business of investing in stock, securities or currency, and
(b) diversify its holdings so that, at the end of each fiscal quarter, (i) at
least 50% of the market value of its assets is represented by cash, cash items,
U.S. Government securities, securities of other regulated investment companies
and other securities limited, for purposes of this calculation, in the case of
other securities of any one issuer to an amount not greater than 5% of the
Fund's assets or 10% of the voting securities of the issuer, and (ii) not more
than 25% of the value of its assets is invested in the securities of any one
issuer (other than U.S. Government securities or securities of other regulated
investment companies). As such, and by complying with the applicable provisions
of the Code, the Fund will not be subject to federal income tax on taxable
income (including realized capital gains) that is distributed to shareholders in
accordance with the timing requirements of the Code. If the Fund is unable to
meet certain requirements of the Code, it may be subject to taxation as a
corporation.

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

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

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

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

If more than 50% in value of the total assets of the Fund at the end of its
fiscal year is invested in stock or securities of foreign corporations, the Fund
may elect to pass through to its shareholders the pro rata share of all foreign
income taxes paid by the Fund. If this election is made, shareholders will be
(i) required to include in their gross income their pro rata share of the Fund's
foreign source income (including any foreign income taxes paid by the Fund), and
(ii) entitled either to deduct their share of such foreign taxes in computing
their taxable income or to claim a credit for such taxes against their U.S.
income tax, subject to certain limitations under the Code, including certain
holding period requirements. In this case, shareholders will be informed in
writing by the Fund at the end of each calendar year regarding the availability

B-14
<PAGE>
of any credits on and the amount of foreign source income (including or
excluding foreign income taxes paid by the Fund) to be included in their income
tax returns. If not more than 50% in value of the Fund's total assets at the end
of its fiscal year is invested in stock or securities of foreign corporations,
the Fund will not be entitled under the Code to pass through to its shareholders
their pro rata share of the foreign taxes paid by the Fund. In this case, these
taxes will be taken as a deduction by the Fund.

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

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

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

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

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

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

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

B-15
<PAGE>
Section 475 of the Code requires that a "dealer" in securities must
generally "mark to market" at the end of its taxable year all securities which
it owns. The resulting gain or loss is treated as ordinary (and not capital)
gain or loss, except to the extent allocable to periods during which the dealer
held the security for investment. The "mark to market" rules do not apply,
however, to a security held for investment which is clearly identified in the
dealer's records as being held for investment before the end of the day in which
the security was acquired. The IRS has issued guidance under Section 475 that
provides that, for example, a bank that regularly originates and sells loans is
a dealer in securities, and subject to the "mark to market" rules. Shares of the
Fund held by a dealer in securities will be subject to the "mark to market"
rules unless they are held by the dealer for investment and the dealer property
identifies the shares as held for investment.

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

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

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

DIVIDENDS AND DISTRIBUTIONS

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

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

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

Any dividend or distribution paid by the Fund will be allocated, based on
the relative net assets of that class and will to each class of shares reduce
that class's net asset value per share on the date paid by the amount of the
dividend or distribution per share. Accordingly, a dividend or distribution paid
shortly after a purchase of shares by a shareholder would represent, in

B-16
<PAGE>
substance, a partial return of capital (to the extent it is paid on the shares
so purchased), even though it would be subject to income taxes.

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

PERFORMANCE INFORMATION

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

TOTAL RETURN

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

n
P(1 + T) = ERV

where "P" equals a hypothetical initial payment of $1,000; "T" equals average
annual total return; "n" equals the number of years; and "ERV" equals the ending
redeemable value at the end of the period of a hypothetical $1000 payment made
at the beginning of the period.

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

For the period beginning June 29, 1998 and ending May 31, 1999, the Fund's
total return was 10.57%.

YIELD

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

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

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

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

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

OTHER INFORMATION

Performance data of the Fund quoted in advertising and other promotional
materials represents past performance and is not intended to predict or
guarantee future results. The return and principal value of an investment in the
Fund will fluctuate, and an investor's redemption proceeds may be more or less
than the original investment amount. In advertising and promotional materials
the Fund may compare its performance with data published by Lipper Analytical
Services, Inc. ("Lipper"), Morningstar, Inc. or CDA Investment Technologies,
Inc. ("CDA"). The Fund also may refer in such materials to mutual fund
performance rankings and other data, such as comparative asset, expense and fee
levels, published by Lipper or CDA. Advertising and promotional materials also
may refer to discussions of the Fund and comparative mutual fund data and
ratings reported in independent periodicals including, but not limited to, THE
WALL STREET JOURNAL, MONEY Magazine, FORBES, BUSINESS WEEK, FINANCIAL WORLD and
BARRON'S.

GENERAL INFORMATION

Advisors Series Trust is an open-end management investment company
organized as a Delaware business trust under the laws of the State of Delaware
on October 3, 1996. The Trust currently consists of 17 series of shares of
beneficial interest, par value of $0.01 per share. The Declaration of Trust
permits the Trustees to issue an unlimited number of full and fractional shares
of beneficial interest and to divide or combine the shares into a greater or
lesser number of shares without thereby changing the proportionate beneficial
interest in the Fund. Each share represents an interest in the Fund
proportionately equal to the interest of each other share. Upon the Fund's
liquidation, all shareholders would share pro rata in the net assets of the Fund
available for distribution to shareholders.

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

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

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

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

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<PAGE>
The Fund's principal underwriter is First Fund Distributors, Inc., 4455 E.
Camelback Road, Suite 261E, Phoenix, AZ 85018. The Fund's custodian, Firstar
Bank, 425 Walnut Street, Cincinnati, Ohio 45202 is responsible for holding the
Funds' assets. American Data Services, P.O. Box 5536, Hauppauge NY 11788 acts as
the Fund's transfer agent and accounting services agent. The Fund's independent
accountants, McGladrey & Pullen, LLP, 555 Fifth Avenue, New York, NY 10017,
assist in the preparation of certain reports to the Securities and Exchange
Commission and the Fund's tax returns.

The validity of the Fund's shares has been passed on by Paul, Hastings,
Janofsky & Walker LLP, 345 California Street, San Francisco, CA 94104, legal
counsel to the Trust.

Shares of the Fund owned by the Trustees and officers as a group were less
than 1% at June 29, 1998.

On June 25, 1999, the following persons owned of record and/or beneficially
more than 5% of the Fund's outstanding voting securities:

UNO Foundation, 2000 Lakeshore Drive, New Orleans, LA 70148; 13.62% record.

Liberty Bank 401(K) Investment Plan, Greg St. Etienne TTEE, 4101 Pauger
Street, New Orleans, LA 70122-3173; 13.55% record.

Menu Direct Corporation, c/o Mr. Scott A. Morgan, 865 Centennial Avenue,
Piscataway, NJ 08854; 12.44% record.

B-19
<PAGE>
PART C

OTHER INFORMATION

ITEM 23. EXHIBITS.

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

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

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

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

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

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

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

None.

ITEM 25. INDEMNIFICATION.

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

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

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

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

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

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

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

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

No indemnification shall be made under Sections 2 or 3 of this Article:

(a) In respect of any claim, issue, or matter as to which that person
shall have been adjudged to be liable on the basis that personal
benefit was improperly received by him, whether or not the benefit
resulted from an action taken in the person's official capacity; or
<PAGE>
(b) In respect of any claim, issue or matter as to which that person shall
have been adjudged to be liable in the performance of that person's
duty to this Trust, unless and only to the extent that the court in
which that action was brought shall determine upon application that in
view of all the circumstances of the case, that person was not liable
by reason of the disabling conduct set forth in the preceding
paragraph and is fairly and reasonably entitled to indemnity for the
expenses which the court shall determine; or

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

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

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

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

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

Section 7. ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by this Trust before the final disposition of the
proceeding upon a written undertaking by or on behalf of the agent, to repay the
amount of the advance if it is ultimately determined that he or she is not
entitled to indemnification, together with at least one of the following as a
condition to the advance: (i)security for the undertaking; or (ii) the existence
of insurance protecting the Trust against losses arising by reason of any lawful
advances; or (iii) a determination by a majority of a quorum of Trustees who are
not parties to the proceeding and are not interested persons of the Trust, or by
an independent legal counsel in a written opinion, based on a review of readily
available facts that there is reason to believe that the agent ultimately will
be found entitled to indemnification. Determinations and authorizations of
payments under this Section must be made in the manner specified in Section 6 of
this Article for determining that the indemnification is permissible.
<PAGE>
Section 8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article
shall affect any right to indemnification to which persons other than Trustees
and officers of this Trust or any subsidiary hereof may be entitled by contract
or otherwise.

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

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

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

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

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

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

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

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

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

Great Northern Arts
Castle Music, Inc.
World Family Foundation
all with an address at
Gordon Road, Middletown, NY

Robert E. Moses, a Director of American Trust Company, is a director of:
<PAGE>
Mascoma Mutual Hold Corp.
On The Green
Lebanon, NH 03766

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

NAME OF INVESTMENT ADVISER FILE NO.
-------------------------- --------
Kaminski Asset Management, Inc. 801-53485
Rockhaven Asset Management, LLC 801-54084
Chase Investment Counsel Corp. 801-3396
Avatar Investors Associates Corp. 801-7061
The Edgar Lomax Company 801-19358
Al Frank Asset Management, Inc. 801-30528
Heritage West Advisors, LLC 801-55233
Howard Capital Management 801-10188
Segall Bryant & Hamill 801-47232
National Asset Management Corporation 801-14666
Charter Financial Group, Inc. 801-50956

ITEM 27. PRINCIPAL UNDERWRITERS.

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

Guinness Flight Investment Funds
Fleming Capital Mutual Fund Group, Inc.
Fremont Mutual Funds, Inc.
Jurika & Voyles Fund Group
Kayne Anderson Mutual Funds
Masters' Select Investment Trust
O'Shaughnessy Funds, Inc.
PIC Investment Trust
The Purisima Funds
Professionally Managed Portfolios
Rainier Investment Management Mutual Funds
RNC Mutual Fund Group, Inc.
Brandes Investment Trust
Allegiance Investment Trust
The Dessauer Global Equity Fund
Puget Sound Alternative Investment Trust
UBS Private Investor Funds

(b) The following information is furnished with respect to the officers and
directors of First Fund Distributors, Inc.:
<PAGE>
Position and Offices Position and
Name and Principal with Principal Offices with
Business Address Underwriter Registrant
- ---------------- ----------- ----------
Robert H. Wadsworth President and Vice President
4455 E. Camelback Road Treasurer
Suite 261E
Phoenix, AZ 85018

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

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

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.

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

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

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

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

Kaminski Asset Management, Inc., 319 First Avenue, Suite 400, Minneapolis,
MN 55401

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

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

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

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

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

Heritage West Advisors, LLC, 1850 North Central Ave., Suite 610, Phoenix,
AZ 85004

Liberty Bank and Trust Company, 4101 Pauger St., Suite 105, New Orleans, LA
70122

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

Segall Bryant & Hamill, 10 South Wacker Drive, Suite 2150, Chicago, IL
60606
<PAGE>
National Asset Management Corporation, 101 South Fifth Street, Louisville,
KY 40202

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

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

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

ITEM 29. MANAGEMENT SERVICES.

Not applicable.

ITEM 30. UNDERTAKINGS.

Registrant hereby undertakes to:

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

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

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

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
the Registration Statement on Form N- 1A of Advisors Series Trust to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of
Phoenix and State of Arizona on the 29th day of July, 1999.

ADVISORS SERIES TRUST

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

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

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

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

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

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

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