ADVISORS SERIES TRUST
N-30D, 1999-12-09
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                               CHASE GROWTH FUND


November 17, 1999


Dear Fellow Shareholders:

     Let me start our annual  review for the period ended  September 30, 1999 by
welcoming our new shareholders.  As I write, 203 shareholders have $10.7 million
invested in our Chase Growth Fund (NASDAQ:  CHASX). We appreciate the trust each
of you has placed in our  management  and we are working  very hard to earn your
continued confidence.

     For the year ended  September 30, 1999 our fund enjoyed a (before and after
tax) total return of 27.9% compared with 27.8% for the fully invested Standard &
Poor's  "500"  Composite  Stock  Price  Index  (the "S&P 500") and 30.2% for the
Lipper 30 Growth Fund Index.  Our returns were muted by the fact that on average
we were only 89%  invested  during the year due to our  concerns  over the short
term market outlook.  By September 30, 19% was in cash  equivalent  reserves and
81% of our fund was invested in 35 stocks. Our heaviest industry  concentrations
were in Computer Hardware,  Computer Software and Services,  Telecommunications,
Biotechnology,  and Drugs. During the last twelve months our ten best performing
stocks were EMC Corp. +148.8%,  Lexmark  International + 132.3%, Cisco Systems +
121.8%,  Wal-Mart  Stores  +74.1%,  Home Depot + 73.7%,  Microsoft  +64.6%,  TJX
Companies  +57.5%,  MCI  Worldcom  +47.1%,   Ross  Stores  +40.6%  and  American
International  Group +38.7%. A couple of new purchases made during the year also
helped performance with Biogen +64.4% and Sun Microsystems +51.2%.

     We are a "bottom-up"  stock picking firm. Our investment  process  combines
fundamental,   quantitative,  and  technical  research.  We  seek  good  quality
companies  that are  leaders  in  their  industries  and  enjoy  above  average,
sustainable  earnings growth,  strong balance sheets,  and reasonable prices. We
believe  that the CGF  companies  represent  relatively  outstanding  investment
opportunities.  In the table below, we compare the characteristics of our fund's
stocks to the Standard & Poor's "500" Stock Composite  Index. On average the CGF
stocks have enjoyed more  consistent and  substantially  higher five year annual
earnings  growth rates of 27% vs. 15% for the S&P. They are  significantly  more
profitable  with a Return on Equity of 33% vs. 22%,  and have  stronger  balance
sheets  with  Debt to Total  Capital  of 18% vs.  33%,  yet they  sell at only a
moderate 22% premium to the S&P "500"'s  price/earnings  multiple  based on year
2000 estimated reported earnings.  Though pricey, our stocks are selling at only
1.20x  their five year  historical  growth  rates  compared to 1.81x for the S&P
"500", and even less than the 1.72x for the Russell "1000" Value Index. As shown
on the attached table,  our stocks are even more attractive when their multiples
are compared to projected reinvestment rates.

                                                                               1
<PAGE>
                               CHASE GROWTH FUND
                      CHASE GROWTH FUND STOCKS VS. S&P 500

SEPTEMBER 30, 1999

                                            Chase Growth
                                            Fund Stocks              S&P 500
                                            -----------              -------
Last 5 Year Earnings Growth                      27%                   15%
Return on Equity                                 33%                   22%
Debt/Total Capital                               18%                   33%
Reinvestment Rate                                29%                   14%
Weighted Average Capitalization (Billions)     90.1                 106.2
Price/Earnings Estimated '00                   31.8                  26.1
Weighted Average Beta (Volatility)             1.09                  1.00

Source:  Chase  Investment  Counsel.   This  information  is  based  on  certain
assumptions  and  historical  data and is not a prediction of future results for
the Fund or companies held in the Fund's  portfolio.  S&P 500 earnings are based
on reported figures after write-offs.


     Most investors really believe in this market, but our long term optimism is
tempered  by the  recognition  that  prices  are high and it  continues  to be a
Supply/Demand  driven  affair with  liquidity  often being more  important  than
valuation  fundamentals.  As of November 10th,  year-to-date  U.S. equity mutual
fund net inflows were $145 billion,  about the same as 1998.  Moreover,  retired
stock through corporate repurchases and acquisitions ($192 billion YTD 11/10/99)
exceeds the supply of new equity  offerings  ($132  billion YTD 11/10/99) and is
reducing the net supply of equities ($60 billion YTD  11/10/99)  compared with a
small  increase  last  year.  In  summary,  the net YTD  Supply/Demand  Dynamics
(Source:  Leuthold/Weeden  Research) is a positive $205 billion  versus $140 and
$145 billion,  respectively,  in 1998 and 1997. Most of these net cash flows are
going into domestic equity funds that stay quite fully invested.

     Valuation measurements continue to suggest caution, but at last month's low
the median stock of over 6,200  (followed by Ned Davis Research) had declined by
28% from their  April 1998  highs.  We are  watching  our  technical  indicators
closely for evidence of a change in leadership  toward depressed  mid-cap growth
stocks which have mostly underperformed since 1983.  Considerable  publicity has
been given to the Federal Reserve's  interest rate increases and it usually does
not pay to fight the Fed for  long.  However,  it  should be noted  that the Fed
continues rapid expansion of monetary reserves.  The Money Supply (MZM) has been
growing at a 6 1/2%  annualized  rate since August,  much faster in the last two
months. Presumably, much of that increase is the response to Y2K fears, but some
of it will  find its way into the  stock  market.  We  expect  the  market to be
volatile and it would be normal for a full fledged  decline to depress prices by
10% to 20%. Long term  investors  should  realize that timing the market is very
difficult.  One 35 year study  showed that if you were out of the market just 5%
of the time and  missed  the best 22  months,  your 35 year gain would have been
only  about  14% as much as the S&P  "500" on a buy and hold  basis or less than
just holding T-Bills.

      Many quality  growth  stocks have  experienced  sizeable  corrections.  We
believe  taking  advantage  of  weakness  in good  growth  stocks  is a  sounder
investment  strategy than buying cyclical,  commodity oriented and lower quality
stocks (value  Stocks) which are more  business  cycle  sensitive and face rough
competition  from world wide  excess  capacity.  We continue to seek growth at a
(relatively)  reasonable price. As depicted in the chart below, our mostly large
capitalization  growth stocks sell at significantly lower P/E multiples compared
with their 5-year  historical  earnings  growth  rates and their 2000  estimated
reinvestment rates than the S&P "500" or even some value indexes.  While the CGF
is an equity fund, we are holding 19% in cash equivalent reserves and continuing

2
<PAGE>
                               CHASE GROWTH FUND


to emphasize "A" rated stocks with  relatively low volatility  (the average beta
is now 1.09) that should  provide some  defensive  qualities.  We are  generally
invested in companies  that enjoy above  average  earnings  growth rates without
paying a big premium for them.

                            FUNDAMENTALS AND RATIOS

                                           P/E to Five-Year    P/E to Projected
                                           Historical Growth   Reinvestment Rate
                                           -----------------   -----------------
Chase Growth Fund                                 1.20                1.10
Russell 1000 Growth                               1.59                1.57
Russell 1000 Value                                1.72                1.44
S&P 500                                           1.81                2.01

      In our 42nd year, we are the oldest  independent  investment  counsel firm
domiciled in Virginia. For our customized separate accounts, we manage over $800
million  for 77  clients  in twenty  states.  We intend  to  continue  serving a
relatively small number of separate  accounts.  The Chase Growth Fund is managed
by the same senior portfolio  managers,  David Scott and myself, that manage our
large  separate  accounts.  As a smaller fund we have much more  flexibility  in
buying and selling large and mid-cap stocks without a significant market impact.
New  shareholders  are not buying into a portfolio which already has substantial
imbedded  capital gain tax  liabilities on gains they did not even enjoy. We are
tax  sensitive  and plan to manage our fund to reduce  taxes and we expect  most
future capital gains will be net long term.  There were no taxable capital gains
or taxable income distributions for 1999.

     As the  largest  CGF  shareholder  I can assure you that we will be working
very hard to find,  analyze  and invest in  relatively  attractive  stocks.  The
officers  and  employees of Chase  Investment  Counsel  Corp.,  most of whom are
fellow  shareholders,  appreciate  your confidence and we look forward to a long
investment relationship together.

                                 TOP 10 HOLDINGS
      1. EMC Corp.                           6.  Biogen
      2. Lexmark International               7.  Home Depot
      3. Bristol Myers Squibb                8.  Sun Microsystems
      4. Nokia, ADR                          9.  Wal-Mart Stores, Inc.
      5. Microsoft                          10.  Cisco Systems


/s/ Derwood S. Chase Jr.

Derwood S. Chase, Jr., President
Chase Investment Counsel Corporation

Performance   Figures  of  the  fund  and  indexes  referenced   represent  past
performance  and are not  indicative  of future  performance  of the fund or the
indexes. Share value will fluctuate so that an investor's shares, when redeemed,
may be worth  more or less than the  original  investment.  Indexes  do no incur
expenses  and  are  not  available  for  investment.

3
<PAGE>
                                CHASE GROWTH FUND

                                CHASE GROWTH FUND
        Comparison of the change in value of a $10,000 investment in the
              Chase Growth Fund versus the S&P 500 Composite Stock
                  Price Index and the Lipper Growth Fund Index.


     Average Annual Total Return(1)
One Year ........................  27.90
Since Inception (12/2/97 ........  18.68

                                                         Lipper Growth
                              Chase Growth     S&P 500    Fund Index
                              ------------     -------    ----------
            2-Dec-97             $10,000       $10,000      $10,000
            31-Dec-97            $10,201       $10,000      $10,009
            31-Jan-98            $10,251       $10,115      $10,076
            28-Feb-98            $10,911       $10,838      $10,786
            31-Mar-98            $11,432       $11,393      $11,248
            30-Apr-98            $11,272       $11,509      $11,368
            29-May-98            $11,032       $11,308      $11,089
            30-Jun-98            $11,602       $11,769      $11,569
            31-Jul-98            $11,492       $11,647      $11,446
            31-Aug-98            $10,070        $9,962       $9,608
            30-Sep-98            $10,691       $10,598      $10,249
            31-Oct-98            $11,202       $11,465      $10,958
            30-Nov-98            $11,922       $12,158      $11,611
            31-Dec-98            $13,224       $12,859      $12,581
            31-Jan-99            $13,704       $13,400      $13,118
            28-Feb-99            $13,284       $12,976      $12,670
            31-Mar-99            $13,884       $13,495      $13,220
            30-Apr-99            $13,554       $14,020      $13,556
            31-May-99            $13,184       $13,683      $13,292
            30-Jun-99            $14,155       $14,443      $14,078
            31-Jul-99            $13,925       $13,993      $13,729
            31-Aug-99            $13,634       $13,923      $13,575
            30-Sep-99            $13,674       $13,540      $13,349

Past performance is not predictive of future performance.

*    The S&P 500  Index  is an  unmanaged  capitalization-weighted  index of 500
     stocks designed to represent the broad domestic economy.

*    The Lipper  Growth Fund Index  comprises  of the 30 largest  growth  funds.
     Growth funds invest in companies with long-term  earnings  expected to grow
     significantly  faster than the  earnings of the stocks  represented  in the
     major unmanaged stock indices.

(1)  Average Annual Total Return  represents the average change in account value
     over the periods indicated.

4
<PAGE>
                               CHASE GROWTH FUND

SCHEDULE OF INVESTMENTS AT SEPTEMBER 30, 1999
- --------------------------------------------------------------------------------
 Shares    COMMON STOCKS: 80.63%                                   Market Value
- --------------------------------------------------------------------------------

           Advertising: 1.39%
  3,100    The Interpublic Group of Companies, Inc. ..............  $   127,487
                                                                    -----------

           Airlines: 1.74%
 10,500    Southwest Airlines Co. ................................      159,469
                                                                    -----------

           Apparel: 1.85%
  6,000    Tommy Hilfiger Corporation* ...........................      169,125
                                                                    -----------

           Appliances: 1.64%
  4,500    Maytag Corporation ....................................      149,906
                                                                    -----------

           Auto / Auto Parts: 2.26%
 10,000    Gentex Corporation* ...................................      206,563
                                                                    -----------

           Biotechnology: 5.41%
  2,100    Amgen Inc.* ...........................................      171,150
  4,100    Biogen Inc.* ..........................................      323,131
                                                                    -----------
                                                                        494,281
                                                                    -----------

           Building: 3.23%
  4,304    The Home Depot, Inc. ..................................      295,362
                                                                    -----------

           Chemicals - Specialty: 2.08%
  3,600    Avery Dennison Corporation ............................      189,900
                                                                    -----------

           Computer - Semiconductors: 1.95%
  2,400    Intel Corporation .....................................      178,350
                                                                    -----------

           Computer Hardware: 5.63%
  7,200    EMC Corporation* ......................................      514,350
                                                                    -----------

           Computer Networking: 2.78%
  3,700    Cisco Systems, Inc.* ..................................      253,681
                                                                    -----------

           Computer Peripheral: 5.46%
  6,200    Lexmark International Group, Inc.* ....................      499,100
                                                                    -----------

                                                                               5
<PAGE>
SCHEDULE OF INVESTMENTS AT SEPTEMBER 30, 1999, CONTINUED
- --------------------------------------------------------------------------------
 Shares                                                            Market Value
- --------------------------------------------------------------------------------

           Computer Software and Services: 9.21%
  3,850    Microsoft Corporation* ................................ $    348,666
  4,500    Oracle Corporation* ...................................      204,750
  3,100    Sun Microsystems, Inc.* ...............................      288,300
                                                                    -----------
                                                                        841,716
                                                                    -----------

           Conglomerates: 2.60%
  2,300    Tyco International Ltd. ...............................      237,475
                                                                    -----------

           Drugs: 4.58%
  6,200    Bristol-Myers Squibb Company ..........................      418,500
                                                                    -----------

           Financial Services: 1.77%
  1,200    American Express Company...............................      161,550
                                                                    -----------

           Insurance - Life / Health: 0.87%
  2,730    Protective Life Corporation............................       79,170
                                                                    -----------

           Insurance - Property /Casualty: 2.47%
  2,600    American International Group, Inc. ....................      226,038
                                                                    -----------

           Leisure Time: 3.82%
  5,500    Carnival Corporation Class A...........................      239,250
  2,200    Harley-Davidson, Inc...................................      110,137
                                                                    -----------
                                                                        349,387
                                                                    -----------

           Medical Supplies: 0.20%
  1,300    STERIS Corporation*....................................       17,875
                                                                    -----------

           Retail: 2.81%
  5,400    Wal-Mart Stores, Inc...................................      256,837
                                                                    -----------

           Retail - Apparel: 3.15%
  4,000    Ross Stores, Inc.......................................       80,500
  7,400    The TJX Companies, Inc.................................      207,663
                                                                    -----------
                                                                        288,163
                                                                    -----------

           Retail - Grocers: 0.87%
  3,600    The Kroger Co.*........................................       79,425
                                                                    -----------

           Retail Drug Stores: 1.06%
  3,800    Walgreen Co............................................       96,425
                                                                    -----------

6
<PAGE>
SCHEDULE OF INVESTMENTS AT SEPTEMBER 30, 1999, CONTINUED
- --------------------------------------------------------------------------------
 Shares                                                            Market Value
- --------------------------------------------------------------------------------

           Service Companies: 1.11%
  2,400    Dycom Industries, Inc.*................................  $   101,250
                                                                    -----------

           Telecom Equipment: 3.83%
  3,900    Nokia Corporation ADR Class A..........................      350,269
                                                                    -----------

           Telecom Services: 6.86%
  2,600    Ameritech Corporation..................................      174,688
  2,900    Bell Atlantic Corporation..............................      195,206
  3,800    BellSouth   Corporation................................      171,000
  1,200    MCI WorldCom Incorporated*.............................       86,250
                                                                    -----------
                                                                        627,144

           Total Equity Securities (Cost $5,839,338): 80.63%......    7,368,798

Principal
 Amount     SHORT-TERM INVESTMENTS: 19.44%
- --------------------------------------------------------------------------------
$1,777,533  Firstar Stellar Treasury Fund
              (Cost $1,777,533): 19.44% ..........................    1,777,533
                                                                    -----------

            Total Investments in Securities
              (Cost $7,616,871): 100.07%..........................    9,146,331
            Liabilities in excess of Other Assets: (0.07%)........       (6,737)
                                                                    -----------
              TOTAL NET ASSETS: 100.0% ...........................  $ 9,139,594
                                                                    ===========

*    Non-income producing security.

+    At September 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 were as follows:

     Gross unrealized appreciation................................  $ 1,890,362
     Gross unrealized depreciation................................    ( 360,902)
                                                                    -----------
       Net unrealized appreciation................................  $ 1,529,460
                                                                    ===========

See Notes to Financial Statements.

                                                                               7
<PAGE>
                                CHASE GROWTH FUND

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

ASSETS

      Investments in securities, at value
        (identified cost $7,616,871) ............................   $ 9,146,331
      Receivables:
            Dividends and interest ..............................         8,966
      Prepaid expenses ..........................................         3,949
                                                                    -----------
                  Total assets ..................................     9,159,246

LIABILITIES
      Payables:
            Due to advisor ......................................         3,128
            Administration fees .................................         2,516
      Accrued expenses ..........................................        14,008
                                                                    -----------
                  Total liabilities .............................        19,652
                                                                    -----------

NET ASSETS ......................................................   $ 9,139,594
                                                                    ===========

      NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
            ($ 9,139,594 / 669,002 shares outstanding;
            unlimited number of shares authorized,
            par value $0.01) ....................................   $     13.66
                                                                    ===========

COMPONENTS OF NET ASSETS
      Paid-in capital ...........................................   $ 7,894,931
      Accumulated net realized loss on investments ..............      (284,797)
      Net unrealized appreciation on investments ................     1,529,460
                                                                    -----------
            Net assets ..........................................   $ 9,139,594
                                                                    ===========

See Notes to Financial Statements.

8
<PAGE>
                                CHASE GROWTH FUND

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

INVESTMENT INCOME
  Income
    Dividends ..................................................    $    26,635
    Interest ...................................................         32,377
                                                                    -----------
      Total income .............................................         59,012
                                                                    -----------
  Expenses
    Advisory fees (Note 3) .....................................         66,558
    Administration fees (Note 3) ...............................         29,999
    Professional fees ..........................................         22,439
    Fund accounting fees .......................................         12,001
    Transfer agent fees ........................................          9,761
    Other ......................................................          5,084
    Custody fees ...............................................          4,301
    Reports to shareholders ....................................          3,001
    Registration fees ..........................................          2,777
    Trustee fees ...............................................          2,139
                                                                    -----------
      Total expenses ...........................................        158,060
      Less: advisory fee waiver and absorption (Note 3) ........        (59,556)
                                                                    -----------
      Net expenses .............................................         98,504
                                                                    -----------
        NET INVESTMENT LOSS ....................................        (39,492)

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
    Net realized loss from security transactions ...............        (93,150)
    Net change in unrealized appreciation on investments .......      1,276,797
                                                                    -----------
      Net realized and unrealized gain on investments ..........      1,183,647
                                                                    -----------
        NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ...    $ 1,144,155
                                                                    ===========

See Notes to Financial Statements.

                                                                               9
<PAGE>
                               CHASE GROWTH FUND

<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
- -------------------------------------------------------------------------------------------------
                                                                  Year          December 2, 1997*
                                                                  Ended              through
                                                           September 30, 1999  September 30, 1998
                                                           ------------------  ------------------
<S>                                                           <C>                 <C>
INCREASE IN NET ASSETS FROM OPERATIONS
  Net investment loss ..................................      $   (39,492)        $    (4,214)
  Net realized loss on security transactions ...........          (93,150)           (191,647)
  Net change in unrealized appreciation on investments .        1,276,797             222,098
                                                              -----------         -----------
    NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS        1,144,155              26,237
                                                              -----------         -----------

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
    From net investment income .........................               --              (1,355)
                                                              -----------         -----------
       Total dividends and distribution to shareholders                --              (1,355)

CAPITAL SHARE TRANSACTIONS
  Net increase in net assets derived from net change in
    outstanding shares(a) ..............................        3,985,457           3,954,535
                                                              -----------         -----------
       TOTAL INCREASE IN NET ASSETS ....................        5,129,612           3,979,417

NET ASSETS
Beginning of period ....................................        4,009,982              30,565(b)
                                                              -----------         -----------
END OF PERIOD ..........................................      $ 9,139,594         $ 4,009,982
                                                              ===========         ===========
</TABLE>

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

<TABLE>
<CAPTION>
                                                                December 2, 1997*
                                          Year Ended                 through
                                     September 30, 1999         September 30, 1998
                                   -----------------------   --------------------------
                                   Shares  Paid in Capital    Shares  Paid in Capital
                                   ------  ---------------    ------  ---------------
<S>                               <C>        <C>             <C>        <C>
Shares sold ..................    347,038    $ 4,725,105     378,450    $ 3,987,216 (b)
Shares issued on reinvestments
  of distributions ...........         --             --         134          1,355
Shares redeemed ..............    (53,379)      (739,648)     (3,241)       (34,036)
                                  -------    -----------     -------    -----------
Net increase .................    293,659    $ 3,985,457     375,343    $ 3,954,535
                                  =======    ===========     =======    ===========
</TABLE>

*Commencement of operations.

(b) Shares sold in 1998 excludes the unrealized gain on the tax-free issuance of
Fund shares for portfolio securities. The unrealized gain of $30,565 transferred
into the Fund was credited to unrealized gain.

See Notes to Financial Statements.

                                                                              10
<PAGE>
                               CHASE GROWTH FUND

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
For a Share Outstanding Throughout the Period
- -----------------------------------------------------------------------------------------------
                                                               Year           December 2, 1997*
                                                               Ended               through
                                                        September 30, 1999   September 30, 1998
- -----------------------------------------------------------------------------------------------
<S>                                                           <C>                  <C>
Net asset value, beginning of period....................      $10.68               $10.00
                                                              ------               ------

Income from investment operations:
      Net investment loss...............................       (0.05)               (0.01)
      Net realized and unrealized gain on investments...        3.03                 0.70
                                                              ------               ------
Total from investment operations........................        2.98                 0.69
                                                              ------               ------

Less distributions:
      From net investment income........................        -                   (0.01)
                                                              ------               ------
Total from distributions................................        -                   (0.01)
                                                              ------               ------

Net asset value, end of period..........................      $13.66               $10.68
                                                              ======               ======

TOTAL RETURN ...........................................       27.90%                6.91%++

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands)...................      $9,140               $4,010

Ratio of expenses to average net assets
      Before expense reimbursement......................        2.37%                3.98%+
      After expense reimbursement.......................        1.48%                1.47%+

Ratio of net investment loss to average net assets
      After expense reimbursement.......................       (0.59%)              (0.17%)+

Portfolio turnover rate.................................       62.49%               54.49%
</TABLE>

*    Commencement of operations.

++   Not Annualized.

+    Annualized.

See Notes to Financial Statements.

                                                                              11
<PAGE>
                               CHASE GROWTH FUND

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION

     The Chase  Growth  Fund (the  "Fund")  is a series of shares of  beneficial
interest of Advisors Series Trust (the "Trust"),  which is registered  under the
Investment Company Act of 1940 as a diversified,  open-end management investment
company.  The Fund's investment  objective is growth of capital,  and intends to
achieve its  objective  by  investing in equity  securities  with above  average
growth rates as defined in the prospectus. The Fund began operations on December
2, 1997.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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

     A.   SECURITY VALUATION:  The Fund's investments are carried at fair value.
          Securities that are primarily traded on a national securities exchange
          shall be valued at the last sale price on the  exchange  on which they
          are primarily  traded on the day of valuation or, if there has been no
          sale on such  day,  at the  mean  between  the bid and  asked  prices.
          Securities  primarily  traded in the NASDAQ National Market System for
          which market  quotations are readily  available  shall be value at the
          last sale price on the day of valuation,  or if there has been no sale
          on  such  day,  at  the  mean  between  the  bid  and  asked   prices.
          Over-the-counter ("OTC") securities which are not traded in the NASDAQ
          National Market System shall be valued at the most recent trade price.
          Securities for which market quotations are not readily  available,  if
          any,  are  valued  following  procedures  approved  by  the  Board  of
          Trustees.  Short-term  investments are valued at amortized cost, which
          approximates market value.

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

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

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

NOTE 3 - INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     For the year ended September 30, 1999, Chase Investment  Counsel Corp. (the
"Advisor")  provided  the Fund  with  investment  management  services  under an
Investment  Advisory  Agreement.  The Advisor  furnished all investment  advice,
office space, facilities, and provides most of the personnel needed by the Fund.
As  compensation  for its services,  the Advisor is entitled to a monthly fee at
the annual rate of 1.00%  based upon the  average  daily net assets of the Fund.

12
<PAGE>
                               CHASE GROWTH FUND

NOTES TO FINANCIAL STATEMENTS, Continued
- --------------------------------------------------------------------------------

For the year ended  September 30, 1999,  the Fund  incurred  $66,558 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 the Fund's  operating
expenses to the extent  necessary to limit the Fund's aggregate annual operating
expenses to 1.48% 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 the Fund's  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. For the year ended
September 30, 1999,  the Advisor  reduced its fees and absorbed Fund expenses in
the amount of $59,556;  no amounts were  reimbursed  to the Advisor.  Cumulative
expenses subject to recapture pursuant to the aforementioned conditions amounted
to $120,289 at September 30, 1999.

     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 following annual rate:

Fund asset level                            Fee rate
- ----------------                            --------
Less than $15 million                       $30,000
$15 million to less than $50 million        0.20% of average daily net assets
$50 million to less than $100 million       0.15% of average daily net assets
$100 million to less than $150 million      0.10% of average daily net assets
More than $150 million                      0.05% of average daily net assets

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

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

NOTE 4 - SECURITIES TRANSACTIONS

     For the year  ended  September  30,  1999,  the cost of  purchases  and the
proceeds  from  sales  of  securities,  excluding  short-term  securities,  were
$6,627,828 and $3,656,286, respectively.

     At September  30,  1999,  the Fund had deferred  capital  losses  occurring
subsequent to October 31, 1998 of approximately $58,000. For tax purposes,  such
losses will be reflected in the year ending September 30, 2000.

     At  September  30,  1999,   the  Fund  had  tax  basis  capital  losses  of
approximately $225,000 which may be carried over to offset future capital gains.
Such losses expire September 30, 2007.

                                                                              13
<PAGE>
                               CHASE GROWTH FUND

                          INDEPENDENT AUDITOR'S REPORT

To the Board of Trustees and Shareholders

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 Chase Growth Fund, series of
Advisors Series Trust (the "Fund") at September 30, 1999, and the results of its
operations,  the changes in its net assets and the financial  highlights for the
year then ended, 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 audit.  We conducted our audit of these  financial  statements in accordance
with  generally  accepted  auditing  standards  which  require  that we plan and
perform the audit 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  audit,  which  included  confirmation  of  securities  at
September 30, 1999 by correspondence  with the custodian,  provides a reasonable
basis for the opinion  expressed above. The financial  statements for the period
from  December 2, 1997  (commencement  of  operations)  to  September  30, 1998,
including financial  highlights for the period then ended, were audited by other
independent  accountants  whose  report  dated  October  23, 1998  expressed  an
unqualified opinion on those financial statements.



/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP


New York, New York
November 5, 1999

14
<PAGE>
                               CHASE GROWTH FUND


CHANGE IN INDEPENDENT ACCOUNTANT

     On August 27,  1999,  McGladrey  & Pullen,  LLP  ("McGladrey")  resigned as
independent    auditors   of   the   Fund    pursuant   to   an   agreement   by
PricewaterhouseCoopers  LLP ("PwC") to acquire  McGladrey's  investment  company
practice.  The McGladrey partners and professionals serving the Fund at the time
of the acquisition joined PwC.

     The reports of McGladrey on the financial statements of the Fund during the
prior fiscal year  contained no adverse  opinion or disclaimer  of opinion,  and
were not  qualified  or modified as to  uncertainty,  audit scope or  accounting
principles.

     In  connection  with  its  audit  for the  period  from  December  2,  1997
(commencement  of  operations)   through  September  30,  1998,  there  were  no
disagreements with McGladrey on any matter of accounting principle or practices,
financial  statement   disclosure,   or  auditing  scope  or  procedure,   which
disagreements,  if not  resolved to the  satisfaction  of  McGladrey  would have
caused it to make reference to the subject matter of  disagreement in connection
with its report.

     On September 10, 1999, the Fund, with the approval of its Board of Trustees
and its Audit Committee, engaged PwC as its independent auditors.

                                                                              15
<PAGE>
                                     ADVISOR

                         Chase Investment Counsel Corp.
                          300 Preston Avenue, Suite 403
                      Charlottesville, Virginia 22902-5091

                                   ----------

                                   DISTRIBUTOR

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

                                   ----------

                                    CUSTODIAN

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

                                   ----------

                                 TRANSFER AGENT

                          American Data Services, Inc.
                                  P.O. Box 5536
                         Hauppauge, New York 11788-0132

                                   ----------

                                  LEGAL COUNSEL

                      Paul, Hastings, Janofsky & Walker LLP
                              345 California Street
                         San Francisco, California 94104

                                   ----------

                                    AUDITORS

                           PricewaterhouseCoopers LLP
                           1177 Avenue of the Americas
                            New York, New York 10036


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