ADVISORS SERIES TRUST
N-30D, 1999-09-17
Previous: METRO-GOLDWYN-MAYER INC, 8-K, 1999-09-17
Next: CYNET INC, SB-2/A, 1999-09-17



                                 [KAMINSKI LOGO]







                                 ANNUAL REPORT

                                 JUNE 30, 1999








                   MANAGED BY KAMINSKI ASSET MANAGEMENT, INC.
                        319 1ST AVENUE NORTH, SUITE 300
                             MINNEAPOLIS, MN 55401
<PAGE>
August 26, 1999

Dear Shareholder,

We are pleased to bring you this annual report for the Kaminski Poland Fund
covering the period ending June 30, 1999. Over the past year, Poland has offered
much in the way of opportunities for the portfolio. The ride, however, was not
without some stress brought on by unforeseen circumstances and events beyond our
control. Russia's economic collapse in August of last year is a prime example.
However, with the strength and resilience of the Polish market, coupled with our
asset management objectives, the Poland Fund rallied back with vigor. As of this
report, the Kaminski Poland Fund - Class I posted a calendar 1999 return of
26.70%, while the Class A shares had a return of 15.88%* since the inception
date of March 18, 1999. Our benchmark, the WIG Index, produced a return of
15.43% for the same period. This same strength has brought us from the depths of
negative double-digit returns earlier this year, to a June 1999 year-end total
return of (5.09)% for the Class I shares.

Over the course of the last year, we saw a large percentage of our holdings
prosper due to strong performances, solid management, and prudent sector
weightings. Holdings performing below our expectations were a result of not only
the economic collapse in Russia, but in large part due to corporate
consolidations at arguably low valuations. As the Polish market continues to
mature, however, mergers and acquisitions going forward will hopefully prove
profitable for the Fund due to more sophisticated players, improved accounting
methods, and higher valuations. Commensurate with this maturation comes the
improved perception by foreign investors towards Poland.

The future is bright. A testament to the opportunities in Poland lie in the fact
that since our last annual report, numerous U.S. companies have either entered
Poland's market or are expanding existing operations. The Polish market is ripe
with opportunity. Over the course of the next several years, we will witness
Poland continuing to strive for expanded free market trade resulting in
exponential growth. With Poland's entrance into the EU in the early 2000's, the
anticipated doubling of her market capitalization in 3-5 years, and the world's
focus and preoccupation with "Globalization", as managers of the Kaminski Poland
Fund, we feel that Poland remains truly one of the brightest emerging/developing
market plays today.

Cordially,

/s/ M.G. Kaminski

M.G. Kaminski

* Load-adjusted return.

For Class I shares, the average annual total return from inception (July 9,
1997) to June 30, 1999 was (21.70)%.

Past performance is not indicative of future performance. Fund share values will
fluctuate so that your shares, when redeemed, may be worth more or less than
your original investment.
<PAGE>
                              KAMINSKI POLAND FUND

Comparison of the change in value of a $10,000 investment in the Kaminski Poland
       Fund - Class I versus the WIG Index of the Warsaw Stock Exchange.

                Kaminski Poland Fund - Class I           WIG Index
                ------------------------------           ---------
11-Jul-97                  10,000                         10,000
30-Sep-97                   9,720                         11,042
31-Dec-97                   9,060                          9,264
31-Mar-98                   9,870                         10,651
30-Jun-98                   8,240                          9,934
30-Sep-98                   6,020                          7,730
31-Dec-98                   6,180                          8,082
31-Mar-99                   6,480                          8,925
30-Jun-99                   7,830                         10,627

Past performance is not predictive of future performance.

WIG Index: The Warsaw Stock Exchange main market index. An unmanaged index of
117 companies based on market capitalizations. Companies held by the Fund will
not be identical to those held by the index.

2
<PAGE>
                              KAMINSKI POLAND FUND

SCHEDULE OF INVESTMENTS AT JUNE 30, 1999
- --------------------------------------------------------------------------------
  Shares   COMMON STOCKS: 86.45%                                   Market Value
- --------------------------------------------------------------------------------
           BUILDING AND CONSTRUCTION: 10.82%
  16,000   Budimex S.A.*..........................................     $ 93,797
   4,850   Exbud S.A.*............................................       37,827
  13,750   Mostostal Krakow S.A.*.................................       25,759
   9,500   Mostostal Zabrze S.A...................................       30,025
  31,700   Mostostal - Export S.A.................................       39,995
                                                                     ----------
                                                                        227,403
                                                                     ----------
           CHEMICALS - DIVERSIFIED: 3.59%
  19,500   Huta Olawa S.A.........................................       37,773
  19,500   Polifarb-Cieszyn Wroclaw S.A.*.........................       37,774
                                                                     ----------
                                                                         75,547
                                                                     ----------
           COMMERCIAL BANKS: 19.82%
   3,825   Bank Handlowy W Warszawie..............................       53,134
   2,000   Bank Ochrony Srodowiska S.A.*..........................       32,115
   1,000   Bank Przemyslowo - Handlowy S.A.*......................       51,486
  39,500   Big Bank Gdanski S.A...................................       87,590
   8,150   Grupa Pekao S.A.*......................................       94,517
  21,000   Kredyt Bank PBI S.A....................................       97,952
                                                                     ----------
                                                                        416,794
                                                                     ----------
           CONGLOMERATES: 11.44%
  17,000   Elektrim Spolka Akcyjna S.A............................      240,482
                                                                     ----------

           FOOD - MISCELLANEOUS/DIVERSIFIED: 6.29%
  19,500   Agros Holding S.A.*....................................      132,208
                                                                     ----------

           MEDICAL - DRUGS: 5.65%
   5,000   Polfa Kutno*...........................................       72,642
   4,550   Polska Grupa Farmaceutyczna*...........................       46,157
                                                                     ----------
                                                                        118,799
                                                                     ----------
           METAL - DIVERSIFIED: 1.65%
   5,500   KGHM Polska Miedz S.A.*................................       34,626
                                                                     ----------

See Notes to Financial Statements.

                                                                               3
<PAGE>
                              KAMINSKI POLAND FUND

SCHEDULE OF INVESTMENTS AT JUNE 30, 1999, CONTINUED
- --------------------------------------------------------------------------------
  Shares                                                           Market Value
- --------------------------------------------------------------------------------
           MULTI-LINE INSURANCE: 6.05%
  47,000   Polisa S.A.............................................     $ 40,730
   4,400   Tuir Warta S.A.........................................       86,354
                                                                     ----------
                                                                        127,084
                                                                     ----------
           TECHNOLOGY: 8.45%
      51   Comarch S.A.*..........................................        2,080
   6,000   Computer Service Support S.A.*.........................       41,291
   5,400   Optimus S.A............................................       64,965
   2,000   Softbank S.A.*.........................................       69,328
                                                                     ----------
                                                                        177,664
                                                                     ----------
           TELECOMMUNICATIONS: 3.33%
  10,000   Telekomunikacja Polska - GDR...........................       70,093
                                                                     ----------

           TELEVISION: 9.36%
  10,500   @Entertainment, Inc.*..................................      196,875
                                                                     ----------

           Total Investments in Securities
             (cost $1,848,016)+: 86.45% ..........................   $1,817,575
           Cash and Other Assets less Liabilities: 13.55%.........      284,912
                                                                     ----------
           TOTAL NET ASSETS: 100.00% .............................   $2,102,487
                                                                     ==========

* Denotes a non-income producing security.

+ At June 30, 1999, the cost of securities for Federal tax purposes was the same
as the basis for financial reporting. Unrealized appreciation and depreciation
of securities and foreign currency were as follows:

           Gross unrealized appreciation..........................   $  325,825
           Gross unrealized depreciation..........................     (359,177)
                                                                     ----------
             Net unrealized depreciation..........................   $  (33,352)
                                                                     ==========

See Notes to Financial Statements.

4
<PAGE>
                              KAMINSKI POLAND FUND

STATEMENT OF ASSETS AND LIABILITIES AT JUNE 30, 1999
- -------------------------------------------------------------------------------

ASSETS
      Investments in securities, at value (cost $1,848,016) ....    $ 1,817,575
       Cash ....................................................        246,646
      Receivables:
            Due from Advisor ...................................         13,362
            Dividends ..........................................          8,023
      Deferred organization costs ..............................         21,525
      Prepaid expenses and other assets ........................         31,598
                                                                    -----------
                  Total assets .................................      2,138,729
                                                                    -----------

LIABILITIES
      Payable for securities purchased: ........................            611
      Accrued expenses .........................................         35,631
                                                                    -----------
                  Total liabilities ............................         36,242
                                                                    -----------

NET ASSETS .....................................................    $ 2,102,487
                                                                    ===========

COMPONENTS OF NET ASSETS
      Paid-in capital ..........................................    $ 2,319,152
      Accumulated net realized loss on investments .............       (183,313)
      Net unrealized depreciation on investments ...............        (33,352)
                                                                    -----------
                  Net assets ...................................    $ 2,102,487
                                                                    ===========

Net Assets:
      Class A Shares ...........................................    $   105,940
      Class I Shares ...........................................      1,996,547
                                                                    -----------
                                                                    $ 2,102,487
                                                                    ===========

CLASS A SHARES
Net asset value, offering and redemption price per share
      ($105,940/13,559 shares outstanding;
      unlimited number of shares authorized, par value $.01) ...    $      7.81
                                                                    ===========

Maximum Public Offering Price per Share
      (net asset value $7.81/.9425) ............................    $      8.29
                                                                    ===========

CLASS I SHARES
Net asset value, offering and redemption price per share
      ($1,996,547/255,091 shares outstanding;
      unlimited number of shares authorized, par value $.01 ) ..    $      7.83
                                                                    ===========

See Notes to Financial Statements.

                                                                               5
<PAGE>
                              KAMINSKI POLAND FUND

STATEMENT OF OPERATIONS - FOR THE YEAR ENDED JUNE 30, 1999
- --------------------------------------------------------------------------------

INVESTMENT INCOME
  Income
    Dividends (net of withholding tax of $873) ...................    $  12,751
    Interest .....................................................           61
                                                                      ---------
      Total income ...............................................       12,812
                                                                      ---------

  Expenses
    Custodian and accounting fees ................................       39,381
    Administration fees (Note 3) .................................       29,917
    Professional fees ............................................       25,674
    Transfer agent fees ..........................................       24,196
    Advisory fees (Note 3) .......................................       20,142
    Registration fees ............................................       10,265
    Amortization of deferred organization costs ..................        6,993
    Reports to shareholders ......................................        4,783
    Trustees' fees ...............................................        3,965
    Miscellaneous ................................................        3,491
    Distribution fees (Note 4) ...................................        3,473
    Insurance expense ............................................        1,249
                                                                      ---------
      Total expenses .............................................      173,529
      Less advisory fee waiver and absorption (Note 3) ...........     (135,329)
                                                                      ---------
      Net expenses ...............................................       38,200
                                                                      ---------
        NET INVESTMENT LOSS ......................................      (25,388)
                                                                      ---------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  Net realized loss from security transactions ...................     (179,661)
  Net change in unrealized depreciation on investments ...........      218,184
                                                                      ---------
      Net realized and unrealized gain on investments ............       38,523
                                                                      ---------
        NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS .....    $  13,135
                                                                      =========

See Notes to Financial Statements.

6
<PAGE>
                              KAMINSKI POLAND FUND

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
                                                       Year        July 9, 1997*
                                                       Ended          through
                                                   June 30, 1999   June 30, 1998
- --------------------------------------------------------------------------------
DECREASE IN NET ASSETS FROM OPERATIONS
  Net investment loss ............................  $   (25,388)   $   (13,532)
  Net realized loss from security transactions ...     (179,661)        (3,414)
  Net change in unrealized depreciation
    on investments ...............................      218,184       (251,536)
                                                    -----------    -----------
    NET INCREASE (DECREASE) IN NET ASSETS
      RESULTING FROM OPERATIONS ..................       13,135       (268,482)
                                                    -----------    -----------

CAPITAL SHARE TRANSACTIONS
  Net increase in net assets derived from net
    change in outstanding shares (a)
    Class A Shares ...............................       95,462              0
    Class I Shares ...............................      632,117      1,630,255
                                                    -----------    -----------
    NET INCREASE IN NET ASSETS FROM CAPITAL
      SHARE TRANSACTIONS..........................      727,579      1,630,255
                                                    -----------    -----------

    NET CHANGE IN NET ASSETS .....................      740,714      1,361,773

NET ASSETS
Beginning of period ..............................    1,361,773              0
                                                    -----------    -----------
END OF PERIOD ....................................  $ 2,102,487    $ 1,361,773
                                                    ===========    ===========

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

                                      Year                   July 9,1997*
                                      Ended                     through
                                  June 30, 1999              June 30, 1998
                              ----------------------     ----------------------
                               Shares       Value        Shares          Value
                              -------     ----------     -------     ----------
CLASS A:**
Shares sold ................   13,560     $   95,472           0     $        0
Shares redeemed ............       (1)           (10)          0              0
                              -------     ----------     -------     ----------
Net increase ...............   13,559     $   95,462           0     $        0
                              =======     ==========     =======     ==========

CLASS I:
Shares sold ................  159,278     $1,084,143     195,353     $1,927,665
Shares redeemed ............  (69,157)      (452,026)    (30,383)      (297,410)
                              -------     ----------     -------     ----------
Net increase ...............   90,121     $  632,117     164,970     $1,630,255
                              =======     ==========     =======     ==========

* Commencement of operations.

** Denotes  transactions in Class A shares that were recorded  between March 18,
1999, the inception date of the new offering, and June 30, 1999.

See Notes to Financial Statements.

                                                                               7
<PAGE>
                              KAMINSKI POLAND FUND

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT THE PERIOD
- ---------------------------------------------------------------------------------------------------------
                                                           CLASS A          CLASS I           CLASS I
                                                       March 18, 1999**                    July 9, 1997*
                                                           through         Year Ended          through
                                                        June 30, 1999     June 30, 1999    June 30, 1998
- ---------------------------------------------------------------------------------------------------------


<S>                                                        <C>              <C>               <C>
Net asset value, beginning of period.................      $ 6.35           $ 8.25            $10.00
                                                           ------           ------            ------


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

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

Total return at net asset value......................       22.99%++***      (5.09%)++        (17.50%)++

Ratios/supplemental data:
Net assets, end of period (millions).................       $ 0.1            $ 2.0             $ 1.4

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

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

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

*    Commencement of operations.

**   Inception date of the Class A shares.

***  Total investment return does not reflect effect of sales charges.

+    Annualized.

++   Net investment loss per share is calculated using the ending balance prior
     to consideration of adjustments for permanent book and tax differences.

++   Not annualized.

See Notes to Financial Statements.

8
<PAGE>
                              KAMINSKI POLAND FUND


NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION

     The Kaminski Poland Fund (the "Fund") is a series of shares of Advisors
Series Trust (the "Trust"), which is registered under the Investment Company Act
of 1940 as a non-diversified,  open-end management  investment company. The Fund
began operations on July 9, 1997. The Fund's primary investment  objective is to
seek long term growth of capital by investing in publicly  traded  securities of
companies based in the Republic of Poland.

     Effective  March 18, 1999, the Fund  implemented a multiple class structure
whereby the Fund is authorized to offer two classes of shares: Class A and Class
I. The shares  outstanding  prior to March 18, 1999 were  designated  as Class I
shares.  The two classes  differ  principally  in the sales loads charged at the
time of purchase and redemption. Both classes of shares have identical rights to
earnings,  assets and voting privileges,  except for class specific expenses and
exclusive rights to vote on matters affecting only individual classes.

     At a meeting on September 10, 1999, the Board of Trustees,  in consultation
with the Advisor, determined that the Fund should be reorganized into a trust or
other  business  entity  separate  from  Advisors  Series  Trust and seek  other
administrative and distribution  service providers.  The Board intends to make a
final  determination  with  respect  to a  plan  of  reorganization  or,  in the
alternative, liquidation of the Fund, at its meeting on September 22, 1999.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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

     A.   SECURITY  VALUATION:  Investments  in securities  traded on the Warsaw
          Stock  Exchange,  Poland's  primary  exchange,  are valued at the last
          reported  sale  price at the  close  of  regular  trading  on the last
          business  day of the period;  securities  traded on the  exchange  for
          which there have been no sale are valued at the mean  between the last
          bid and asked prices.  Securities for which market  quotations are not
          readily available, if any, are valued following procedures approved by
          the Board of Trustees.  Short-term investments are valued at amortized
          cost, which approximates market value.

          U.S.  Government  securities  with  less  than  60 days  remaining  to
          maturity  when  acquired by the Fund are valued on an  amortized  cost
          basis. U.S. Government  securities with more than 60 days remaining to
          maturity  are  valued at the  current  market  value  (using  the mean
          between  the bid and the  asked  price)  until  the 60th day  prior to
          maturity,  and are then valued at amortized  cost based upon the value
          on such date unless the Board  determines  during  such 60-day  period
          that this amortized cost basis does not represent fair value.

          Foreign  securities  are recorded in the  financial  statements  after
          translation to U.S. dollars,  based on the applicable exchange rate at
          the end of the period.  The Fund does not isolate  that portion of the
          results of  operations  arising as a result of changes in the currency
          exchange rate from the fluctuations  arising as a result of changes in
          the market prices of investments  during the period.  Such changes are
          included in net realized and unrealized gain or loss from investments.


                                                                               9
<PAGE>
                              KAMINSKI POLAND FUND


NOTES TO FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------

          Interest  income is translated at the exchange  rates which existed at
          the dates the income was accrued.  Income will be booked on ex-date or
          as soon as the  information  becomes  available.  Exchange  gains  and
          losses related to interest  income are included in interest  income on
          the accompanying Statement of Operations.

     B.   REPURCHASE  AGREEMENTS:  The Fund may enter into repurchase agreements
          with government  securities  dealers recognized by the Federal Reserve
          Board,  with member banks of the Federal  Reserve  System or with such
          other brokers or dealers that meet the credit  guidelines  established
          by the Board of Trustees.  The Fund will always  receive and maintain,
          as  collateral,  securities  whose  market  value,  including  accrued
          interest, will be at least equal to 102% of the dollar amount invested
          by the Fund in each agreement, and the Fund will make payment for such
          securities only upon physical  delivery or upon evidence of book entry
          transfer to the account of the custodian.  To the extent that the term
          of any repurchase  transaction  exceeds one business day, the value of
          collateral is marked-to-market on a daily basis to ensure the adequacy
          of the collateral.

          If the seller defaults and the value of the collateral declines, or if
          bankruptcy proceedings are commenced with respect to the seller of the
          security,  realization of the collateral by the Fund may be delayed or
          limited.

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

          At June 30, 1999, the Fund had accumulated  net realized  capital loss
          carryovers  of $25,341  expiring in 2007.  To the extent that the Fund
          realizes  future net  capital  gains,  taxable  distributions  will be
          reduced by any unused capital loss carryovers.

          Differences  exist between net realized  capital  losses for financial
          statement  and tax purposes due to the deferral of capital  losses for
          tax purposes.

          It is the Fund's  policy to  reclassify  the  net-effect  of permanent
          differences  between book and taxable income to trust capital accounts
          on the statements of assets and liabilities.  As a result of permanent
          book-to-tax  differences  for the  period  ended  June 30,  1999,  the
          accumulated net investment loss was reclassified into paid-in capital.
          These  reclassifications have no effect on net assets, net asset value
          per share, or the change in net assets resulting from operations.

          Additionally,  net capital losses of $157,972 attributable to security
          transactions incurred after October 31, 1998 are treated as arising on
          the first day (July 1, 1999) of the Fund's next taxable year.

     D.   SECURITY  TRANSACTIONS,   INVESTMENT  INCOME  AND  EXPENSES:  Security
          transactions  are  accounted  for on  the  trade  date.  The  cost  of
          securities  owned  on  realized   transactions  are  relieved  on  the
          first-in,  first-out (FIFO) basis for book and tax purposes.  Dividend
          income is recorded on the ex-dividend date, if available, or on a cash

10
<PAGE>
                              KAMINSKI POLAND FUND


NOTES TO FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------

          basis.  Realized gains and losses on securities sold are determined on
          the basis of identified cost.

          Realized and unrealized  gains and losses and net  investment  income,
          other than class specific expenses,  are allocated daily to each class
          of shares  based upon the  relative  proportion  of net assets of each
          class.  Operating  expenses directly  attributable to a specific class
          are charged against the operations of that class.

     E.   DISTRIBUTIONS:   Dividends   and   capital   gain   distributions   to
          shareholders, if available, are recorded on the ex-dividend date.

     F.   DEFERRED ORGANIZATION COSTS: The Fund has incurred expenses of $35,427
          in connection  with its  organization.  These costs have been deferred
          and are being  amortized  on a  straight-line  basis  over a period of
          sixty months from the date the Fund commenced investment operations.

     G.   CONCENTRATION OF RISK: As of June 30, 1999 the Fund held a significant
          portion of its assets in foreign securities. Certain price and foreign
          exchange  fluctuations as well as economic and political situations in
          Poland  could  have an  impact on the  Fund's  net  assets.  It is the
          Trust's policy to continually monitor these off-balance sheet risks.

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

NOTE 3 - INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     For the period ended June 30, 1999,  Kaminski Asset  Management,  Inc. (the
"Advisor")  provided  the Fund  with  investment  management  services  under an
Investment  Advisory  Agreement.  The Advisor  furnished all investment  advice,
office space, facilities, and provides most of the personnel needed by the Fund.
As  compensation  for its services,  the Advisor is entitled to a monthly fee at
the annual rate of 1.45%  based upon the  average  daily net assets of the Fund.
For the period ended June 30, 1999, the Fund incurred $20,142 in Advisory Fees.

     The Fund is  responsible  for its own operating  expenses.  The Advisor has
agreed  to  reduce  fees  payable  to it by the Fund  and to pay Fund  operating
expenses to the extent  necessary to limit the Fund's aggregate annual operating
expenses to 2.75% of average net assets (the "expense cap"). Any such reductions
made by the  Advisor  in its fees or payment  of  expenses  which are the Fund's
obligation  are  subject  to  reimbursement  by the Fund to the  Advisor,  if so
requested by the Advisor,  in subsequent  fiscal years if the  aggregate  amount
actually  paid by the Fund toward the  operating  expenses  for such fiscal year
(taking  into  account  the  reimbursement)   does  not  exceed  the  applicable
limitation on Fund expenses.  The Advisor is permitted to be reimbursed only for
fee reductions and expense payments made in the previous three fiscal years, but
is  permitted to look back five years and four years,  respectively,  during the
initial  sixth  year  and  seventh  year  of the  Fund's  operations.  Any  such

                                                                              11
<PAGE>
                              KAMINSKI POLAND FUND


NOTES TO FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------

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.  For the period
ended June 30, 1999, the Advisor  reduced its fees and absorbed Fund expenses in
the amount of $135,329; no amounts were reimbursed.

     Investment Company Administration, L.L.C. (the "Administrator") acts as the
Fund's  Administrator  under  an  Administration  Agreement.  The  Administrator
prepares various federal and state regulatory  filings,  reports and returns for
the Fund;  prepares  reports  and  materials  to be  supplied  to the  trustees;
monitors the activities of the Fund's custodian, transfer agent and accountants;
coordinates  the  preparation and payment of the Fund's expenses and reviews the
Fund's expense accruals.  For its services, the Administrator receives a monthly
fee at the  annual  rate of 0.20% of  average  daily net  assets,  subject  to a
minimum  fee of $30,000  annually  for the Fund.  For the period  ended June 30,
1999, the Fund incurred $29,917 in administration fees.

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

     For the year ended June 30, 1999, First Fund  Distributors  received $4,442
of aggregate  commissions from sales of Class A shares. There were no contingent
deferred  sales  charges from  redemptions  of Class A shares for the year ended
June  30,  1999.  Sales  charges  are not an  expense  of the  Fund  and are not
reflected in the financial  statements of the Fund.  Contingent  deferred  sales
charges  and/or  redemption  fees may  cause the  redemption  price per share to
differ from the net asset value per share.

     Certain  officers of the Fund are also  officers  and/or  directors  of the
Administrator  and the Distributor;  however,  they receive no compensation from
the Fund.

NOTE 4 - DISTRIBUTION COSTS

     The Trust has adopted a Distribution  Plan (the "Plan") in accordance  with
Rule 12b-1 under the 1940 Act. The Plan  provides that the Fund may pay a fee to
the Advisor, acting as Distribution Coordinator, at an annual rate of up to .25%
of the average daily net assets of each class of shares of the Fund.  The fee is
paid to the Distribution  Coordinator as  reimbursement  for, or in anticipation
of, expenses incurred for  distribution-related  activity.  For the period ended
June 30,  1999,  the Fund paid the  Distribution  Coordinator  in the  amount of
$3,473.

NOTE 5 - PURCHASES AND SALES OF SECURITIES

     For the period ended June 30, 1999,  the cost of purchases and the proceeds
from sales of securities,  excluding  short-term  securities,  were $841,846 and
$378,041, respectively.

12
<PAGE>
[PRICEWATERHOUSECOOPERS LLP LOGO]
- --------------------------------------------------------------------------------
                                                PRICEWATERHOUSECOOPERS LLP
                                                650 Third Avenue South
                                                Park Building
                                                Suite 1300
                                                Minneapolis, MN 55402-4333
                                                Telephone (612) 596 6000
                                                Facimile   (612) 373 7160


                        REPORT OF INDEPENDENT ACCOUNTANTS

September 14, 1999

In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of the Kaminski Poland Fund (the
"Fund") at June 30, 1999, the results of its operations for the year then ended,
and the changes in its net assets and the financial highlights for the periods
indicated, in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at June
30, 1999 by correspondence with the custodian and brokers, provides a reasonable
basis for the opinion expressed above.

As described in Note 1, at a meeting on September 10, 1999, the Board of
Trustees, in consultation with the Advisor, determined that the Fund should be
reorganized into a trust or other business entity separate from Advisors Series
Trust and seek other administrative and distribution service providers. The
Board intends to make a final determination with respect to a plan of
reorganization or, in the alternative, liquidation of the Fund, at its meeting
on September 22, 1999.

/s/ PriceWaterhouseCoopers LLP
<PAGE>
                                     ADVISOR
                         Kaminski Asset Management, Inc.
                         319 1st Avenue North, Suite 300
                              Minneapolis, MN 55401
                            Web Page: www.polfund.com
                                 (888) POL-FUND


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


                                    CUSTODIAN
                               Firstar Bank, N.A.
                          425 Walnut Street, M.L. 6118
                              Cincinnati, OH 45202


                                 TRANSFER AGENT
                          American Data Services, Inc.
                          150 Motor Parkway, Suite 109
                               Hauppauge, NY 11788
                                 (888) 229-2105


                                     AUDITOR
                           PricewaterhouseCoopers LLP
                        650 Third Avenue South, Ste. 1300
                              Minneapolis, MN 55402
                                 (612) 596-6000


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

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

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


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission