ADVISORS SERIES TRUST
N-30D, 2000-02-03
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                                     HOWARD
                                   EQUITY FUND










                                  ANNUAL REPORT
                                NOVEMBER 30, 1999
<PAGE>

                               HOWARD EQUITY FUND
                                 ANNUAL REPORT
                               NOVEMBER 30, 1999

Dear Fellow Shareholder:

We are pleased to report that the Howard  Equity Fund (the "Fund")  outperformed
the S&P 500 Index for the period  ending  November  30th.  For the fiscal period
December 29, 1998  (commencement  of operations)  through November 30, 1999, the
Fund appreciated 20.40% as compared to a 14.31% increase in the S&P 500 Index --
an advantage of nearly 6 percentage points. The Fund also performed favorably as
compared to the Lipper Multi-Cap Core Fund Index which appreciated 12.43% during
the same period.

During the past year,  the  recovering  economies  of the Pacific Rim and Europe
combined with an increasingly  vigorous domestic economy to accelerate  economic
growth.  To best  capitalize  on this  increase in economic  activity,  the Fund
emphasized  investments in selected cyclically sensitive  businesses.  While our
investments in financial  services,  healthcare and consumer  non-durables  have
been  rewarding,  we  continue  to  under-weight  these  areas  in order to take
advantage of what we believe to be more  attractive  valuations  in  technology,
telecommunications,    energy    services,    industrial    manufacturing    and
consumer/industrial cyclicals.

The Fund did lag the indices in the early part of the year when extremely narrow
market  breadth  continued the focus on companies that would benefit from slower
economic growth.  However, the investment landscape began to change as the first
quarter drew to a close. As strategists and portfolio  managers began to embrace
the concept of  accelerating  economic  growth,  the  previously  "unattractive"
sectors of the marketplace began to appreciate significantly.

The  strength  in the  beneficiaries  of  economic  growth  concurrent  with the
rotational  correction  of the prior  equity  leadership  will  cause the equity
market to remain  volatile  for the next  several  months.  The more  cyclically
sensitive Dow Jones Industrials  should remain in a trading range between 12,000
and 10,000, while the S&P Index (which includes a greater weighting of the prior
leadership) might have a trading range with a modest downward bias between 1,450
and 1,200.

In order to take advantage of investment  opportunities in this environment,  we
increased cash holdings as a percentage of the Fund's assets to more than 20% at
December 31, 1999.  The sharp market decline during the first three trading days
of the year provided an excellent  opportunity  to increase our equity  exposure
once again.  Assets have  increased  significantly  over the past year which now
allows the Fund to be followed  on  financial  web sites or quote  machines on a
daily basis under its new ticker symbol (HEFGX).


/s/ Anthony Orphanos

Anthony Orphanos
Chief Investment Officer & Portfolio Manager
<PAGE>
                               HOWARD EQUITY FUND

Footnotes:

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 not incur
expenses and are not available for investment.

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

The Lipper  Multi-Cap  Core Fund Index is  comprised  of funds that  invest in a
variety of market  capitalization  ranges,  without  concentrating  75% of their
equity assets in any one market  capitalization range over an extended period of
time.  Multi-Cap  Core funds  will  normally  have an average  price-to-earnings
ratio,  price-to-book ratio, and three-year earnings growth figure,  compared to
the U.S. diversified multi-cap equity funds universe average.

The Fund's annual total return for the period  December 29, 1998  (inception) to
November 30, 1999 was 20.40%.

The Fund is distributed by First Fund Distributors,  Inc.,  Phoenix,  AZ. Member
NASD.

2
<PAGE>
                               HOWARD EQUITY FUND

        Comparison of the change in value of a $10,000 investment in the
       Howard Equity Fund versus the S & P 500 Composite Stock Price Index
                   and the Lipper Multi-Cap Core Fund Index.

                                  Total Return

                Since inception (12/29/98).............. 20.40%

                                    S & P 500 Composite         Lipper Multi-Cap
            Howard Equity Fund       Stock Price Index          Core Fund Index
            ------------------       -----------------          ---------------
29-Dec-98        $10,000                  $10,000                   $10,000
31-Dec-98        $ 9,940                  $10,002                   $10,000
31-Jan-99        $10,120                  $10,423                   $10,332
28-Feb-99        $10,230                  $10,093                   $ 9,934
31-Mar-99        $10,100                  $10,497                   $10,247
30-Apr-99        $10,600                  $10,906                   $10,665
31-May-99        $10,770                  $10,643                   $10,546
30-Jun-99        $11,370                  $11,234                   $11,063
31-Jul-99        $11,230                  $10,885                   $10,820
31-Aug-99        $11,450                  $10,830                   $10,631
30-Sep-99        $11,260                  $10,532                   $10,366
31-Oct-99        $11,100                  $11,206                   $10,892
30-Nov-99        $12,040                  $11,431                   $11,243

Past performance is not predictive of future performance.

                                                                               3
<PAGE>
                               HOWARD EQUITY FUND

SCHEDULE OF INVESTMENTS AT NOVEMBER 30, 1999
- --------------------------------------------------------------------------------
   Shares   COMMON STOCKS: 66.51%                                   Market Value
- --------------------------------------------------------------------------------
            AEROSPACE/DEFENSE - EQUIPMENT: 1.13%
     2,000  United Technologies Corporation.......................  $   113,000
                                                                    -----------
            AUCTION HOUSE/ART DEALER: 2.03%
     6,500  Sotheby's Holdings, Inc., Class A.....................      202,719
                                                                    -----------
            CELLULAR TELECOM: 1.98%
     2,000  Nextel Communications, Inc.*..........................      198,250
                                                                    -----------
            COMPUTER SOFTWARE: 3.74%
     5,500  Cambridge Technology Partners (Massachusetts), Inc.*..       79,063
    13,000  Parametric Technology Corporation*....................      294,937
                                                                    -----------
                                                                        374,000
                                                                    -----------
            COMPUTERS - HARDWARE: 1.90%
     2,000  Hewlett-Packard Company...............................      189,750
                                                                    -----------
            CONSULTING SERVICES: 1.69%
     7,000  Comdisco, Inc.........................................      168,875
                                                                    -----------
            DIVERSIFIED MANUFACTURING OPERATIONS: 0.96%
     1,000  Minnesota Mining and Manufacturing Company............       95,563
                                                                    -----------
            ELECTRONIC COMPONENTS - SEMICONDUCTOR: 5.79%
     3,800  Texas Instruments, Incorporated.......................      365,037
     5,500  Watkins-Johnson Company...............................      213,469
                                                                    -----------
                                                                        578,506
                                                                    -----------
            INSTRUMENTS - SCIENTIFIC: 1.23%
     3,000  PerkinElmer, Inc......................................      123,375
                                                                    -----------
            INTERNET CONTENT: 1.21%
     2,500  Security First Technologies Corporation*..............      120,625
                                                                    -----------

4
<PAGE>
                               HOWARD EQUITY FUND

SCHEDULE OF INVESTMENTS AT NOVEMBER 30, 1999, CONTINUED
- --------------------------------------------------------------------------------
   Shares                                                           Market Value
- --------------------------------------------------------------------------------
            INTERNET SOFTWARE: 5.56%
     4,000  At Home Corporation*..................................  $   194,000
                                                                    -----------
     1,300  Covad Communications Group, Inc.......................       67,519
     8,000  Open Market, Inc.*....................................      294,500
                                                                    -----------
                                                                        556,019
                                                                    -----------
            MACHINERY - CONSTRUCTION & MINING: 1.16%
     2,500  Caterpillar Inc.......................................      115,937
                                                                    -----------
            MEDICAL - BIOMEDICAL/GENOMICS: 4.11%
     8,000  Lynx  Therapeutics,  Inc.*............................       93,000
     2,000  Millennium Pharmaceuticals, Inc.*.....................      194,687
     2,000  PE Corporation - Celera Genomics Group Stock*.........      122,500
                                                                    -----------
                                                                        410,187
                                                                    -----------
            MEDICAL DRUGS: 0.34%
     2,000  Pharmacopeia, Inc.*...................................       34,500
                                                                    -----------
            MONEY CENTER BANKS: 1.32%
     1,000  J.P. Morgan & Co., Incorporated.......................      131,500
                                                                    -----------
            MULTI-LINE INSURANCE: 0.78%
     2,000  CNA Financial Corporation*............................       78,000
                                                                    -----------
            NETWORK SOFTWARE: 11.10%
    55,000  NetSpeak Corporation*.................................      893,750
    11,000  Novell, Inc.*.........................................      215,188
                                                                    -----------
                                                                      1,108,938
                                                                    -----------
            OIL - FIELD MACHINERY & EQUIPMENT: 9.09%
    10,000  Cooper Cameron Corporation*...........................      428,750
     3,000  Halliburton Company...................................      116,062
    34,000  Varco International, Inc..............................      363,375
                                                                    -----------
                                                                        908,187
                                                                    -----------
            OIL - FIELD SERVICES: 2.79%
     8,000  BJ Services Company*..................................      279,000
                                                                    -----------

                                                                               5
<PAGE>
                               HOWARD EQUITY FUND

SCHEDULE OF INVESTMENTS AT NOVEMBER 30, 1999, CONTINUED
- --------------------------------------------------------------------------------
   Shares                                                           Market Value
- --------------------------------------------------------------------------------
            OIL & GAS DRILLING: 2.26%
     8,000  Transocean Offshore Inc...............................  $   225,500
                                                                    -----------
            PIPELINES: 0.68%
     2,000  The Williams Companies, Inc...........................       67,500
                                                                    -----------
            STEEL PRODUCERS: 1.31%
    21,000  Bethlehem Steel Corporation*..........................      131,250
                                                                    -----------
            TELECOM SERVICES: 1.55%
       819  Global Crossing Ltd.*.................................       35,729
     3,500  Qwest Communications International Inc.*..............      119,656
                                                                    -----------
                                                                        155,385
                                                                    -----------
            TELEPHONE - LONG DISTANCE: 2.80%
     5,000  AT&T Corp.............................................      279,375
                                                                    -----------
            Total Common Stocks (Cost $5,614,910): 66.51%.........    6,645,941
                                                                    -----------

 Principal
  Amount    SHORT-TERM INVESTMENTS:  36.89%
- --------------------------------------------------------------------------------
$3,685,836  Firstar Stellar Treasury Fund, 4.18%
              (Cost $3,685,836) ..................................    3,685,836
                                                                    -----------
            Total Investments in Securities
              (Cost $9,300,746+): 103.40%.........................   10,331,777
            Liabilities in excess of Other Assets: (3.40)%........     (339,714)
                                                                    -----------
            TOTAL NET ASSETS: 100.00% ............................  $ 9,992,063
                                                                    ===========

*    Non-income producing security.

+    At November 30, 1999,  the cost of securities  for Federal tax purposes was
     the  same  as  the  basis  for  financial   reporting.   Gross   unrealized
     appreciation and depreciation of securities on a tax basis were as follows:

            Gross unrealized appreciation.........................  $ 1,210,497
            Gross unrealized depreciation.........................     (179,466)
                                                                    -----------
                Net unrealized appreciation.......................  $ 1,031,031
                                                                    ===========

See Notes to Financial Statements.

6
<PAGE>
                               HOWARD EQUITY FUND

STATEMENT OF ASSETS AND LIABILITIES AT NOVEMBER 30, 1999
- --------------------------------------------------------------------------------
ASSETS
  Investments in securities, at value
    (identified cost $9,300,746)..................................  $10,331,777
  Receivables
    Fund shares sold..............................................       35,000
    Dividends and interest .......................................       15,968
  Prepaid expenses ...............................................          301
                                                                    -----------
      Total assets................................................   10,383,046
                                                                    -----------
LIABILITIES
  Payables
    Due to Investment Advisor.....................................        2,781
    Payable for securities purchased..............................      353,479
    Administration fees...........................................        2,466
  Accrued expenses................................................       32,257
                                                                    -----------
      Total liabilities...........................................      390,983
                                                                    -----------

NET ASSETS  ......................................................  $ 9,992,063
                                                                    ===========

Net asset value, offering and redemption price per share
  [$9,992,063/829,729 shares outstanding; unlimited number
  of shares (par value $0.01) authorized].........................       $12.04
                                                                    ===========

COMPONENTS OF NET ASSETS
  Paid-in capital.................................................  $ 9,135,698
  Undistributed net investment income.............................        3,092
  Accumulated net realized loss on investments....................     (177,758)
  Net unrealized appreciation on investments .....................    1,031,031
                                                                    -----------
      Net assets..................................................  $ 9,992,063
                                                                    ===========

See Notes to Financial Statements.

                                                                               7
<PAGE>
                               HOWARD EQUITY FUND

STATEMENT OF OPERATIONS
FOR THE PERIOD FROM DECEMBER 29, 1998* THROUGH NOVEMBER 30, 1999
- --------------------------------------------------------------------------------
INVESTMENT INCOME
  Income
    Dividends....................................................... $   19,223
    Interest........................................................     65,929
                                                                     ----------
      Total income..................................................     85,152
                                                                     ----------
  Expenses
    Advisory fees (Note 3)..........................................     41,862
    Administration fee (Note 3) ....................................     27,616
    Organization expense............................................     25,000
    Custodian and accounting fees...................................     20,704
    Distribution Expense (Note 3) ..................................     20,931
    Professional fees...............................................     17,654
    Transfer agent fees.............................................     12,851
    Reports to shareholders.........................................      7,699
    Registration fees...............................................      4,476
    Other ..........................................................      2,684
    Trustees' fees..................................................      2,635
    Insurance expense...............................................        736
                                                                     ----------
      Total expenses................................................    184,848
      Less: fee waivers and absorption (Note 3).....................   (102,788)
                                                                     ----------
      Net expenses..................................................     82,060
                                                                     ----------
      Net investment income.........................................      3,092
                                                                     ----------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
      Net realized loss from security transactions..................   (177,758)
      Net change in unrealized appreciation on investments..........  1,031,031
                                                                     ----------
        Net realized and unrealized gain on investments.............    853,273
                                                                     ----------
          NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS...... $  856,365
                                                                     ==========

* Commencement of operations.

See Notes to Financial Statements.

8
<PAGE>
                               HOWARD EQUITY FUND

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
                                                              December 29, 1998*
                                                                    through
                                                              November 30, 1999
                                                              -----------------
Increase (DECREASE) in net assets from OPERATIONS
  Net investment income......................................... $    3,092
  Net realized loss from security transactions..................   (177,758)
  Net change in unrealized appreciation on investments..........  1,031,031
                                                                 ----------
    NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS .......    856,365
                                                                 ----------
CAPITAL SHARE TRANSACTIONS
  Net increase in net assets derived from net
    change in outstanding shares (a)............................  9,135,698
                                                                 ----------
    TOTAL INCREASE IN NET ASSETS ...............................  9,992,063

NET ASSETS
Beginning of period.............................................         --
                                                                 ----------
END OF PERIOD .................................................. $9,992,063
                                                                 ==========
(a) A summary of capital shares transactions is as follows:

                                                     December 29, 1998*
                                                          through
                                                     November 30, 1999
                                                -------------------------------
                                                Shares         Paid In Capital
                                                ------         ---------------
Shares sold ...............................     842,974           $9,277,834
Shares redeemed............................     (13,245)            (142,136)
                                                -------           ----------
Net increase...............................     829,729           $9,135,698
                                                =======           ==========

*Commencement of operations.

See Notes to Financial Statements.

                                                                               9
<PAGE>
                               HOWARD EQUITY FUND

FINANCIAL HIGHLIGHTS
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------
                                                              December 29, 1998*
                                                                   through
                                                               November 30, 1999
                                                               -----------------
Net asset value, beginning of period.........................      $10.00
                                                                   ------
Income from investment operations:
      Net realized and unrealized gain on investments........        2.04
                                                                   ------
Total from investment operations.............................        2.04
                                                                   ------
Net asset value, end of period...............................      $12.04
                                                                   ======
Total return.................................................       20.40%++

Ratios/supplemental data:
Net assets, end of period (000)..............................      $9,992

Ratio of expenses to average net assets:
  Before expense reimbursement...............................        4.39%+
  After expense reimbursement................................        1.95%+

Ratio of net investment income to average net assets:
  After expense reimbursement................................        0.07%+

Portfolio turnover rate......................................      211.31%

*    Commencement of operations.

+    Annualized.

++   Not Annualized.

See Notes to Financial Statements.

10
<PAGE>
                               HOWARD EQUITY FUND

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

     The Howard  Equity  Fund (the  "Fund") is a series of shares of  beneficial
interest of Advisors Series Trust (the "Trust"),  which is registered  under the
Investment Company Act of 1940 as a diversified,  open-end management investment
company.  The Fund  began  operations  on  December  29,  1998.  The  investment
objective of the Fund is to seek growth of capital. The Fund attempts to achieve
its  objective  by  investing  primarily  in equity  securities  of large to mid
capitalization companies.

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 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 for which market quotations are not readily  available,  if
          any,  are  valued  following  procedures  approved  by  the  Board  of
          Trustees.  Short-term  investments are valued at amortized cost, which
          approximates market value.

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

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

     D.   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  November 30, 1999,  Howard  Capital  Management  (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.

                                                                              11
<PAGE>
                               HOWARD EQUITY FUND

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

As  compensation  for its services,  the Advisor is entitled to a monthly fee at
the annual rate of 1.00%  based upon the  average  daily net assets of the Fund.
For the period ended  November 30, 1999,  the Fund incurred  $41,862 in Advisory
Fees.

     The Fund is  responsible  for its own operating  expenses.  The Advisor has
agreed  to  reduce  fees  payable  to it by the Fund  and to pay Fund  operating
expenses to the extent  necessary to limit the Fund's aggregate annual operating
expenses to 1.95% of average net assets (the "expense cap"). Any such reductions
made by the  Advisor  in its fees or payment  of  expenses  which are the Fund's
obligation  are  subject  to  reimbursement  by the Fund to the  Advisor,  if so
requested by the Advisor,  in subsequent  fiscal years if the  aggregate  amount
actually  paid by the Fund toward the  operating  expenses  for such fiscal year
(taking  into  account  the  reimbursement)   does  not  exceed  the  applicable
limitation on Fund expenses.  The Advisor is permitted to be reimbursed only for
fee reductions and expense payments made in the previous three fiscal years, but
is  permitted to look back five years and four years,  respectively,  during the
initial  six  years  and  seventh  year  of  the  Fund's  operations.  Any  such
reimbursement  is also  contingent upon Board of Trustees review and approval at
the time the reimbursement is made. Such  reimbursement may not be paid prior to
the Fund's payment of current ordinary operating expenses.  For the period ended
November 30, 1999,  the Advisor  reduced its fees and absorbed  Fund expenses in
the amount of $74,624; no amounts were reimbursed to the Advisor.

     Investment Company Administration Corporation (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

     From February 7, 1999 through May 2, 1999,  the  Administrator  voluntarily
waived its fee in the amount of $7,233.

     The Fund has  adopted a  Distribution  Plan  pursuant  to Rule  12b-1  (the
"Plan").  The Plan permits the Fund to pay for distribution and related expenses
at an  annual  rate of up to  0.50%  of the  Fund's  average  daily  net  assets
annually. The expenses covered by the Plan may include the cost of preparing and
distributing  prospectuses  and other  sales  material,  advertising  and public
relations  expenses,  payments to financial  intermediaries  and compensation of
personnel involved in selling shares of the Fund.  Payments made pursuant to the
Plan will represent  compensation for distribution and service  activities,  not
reimbursements  for  specific  expenses  incurred.  Pursuant  to a  distribution

12
<PAGE>
                               HOWARD EQUITY FUND

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

coordination agreement adopted under the Plan, distribution fees are paid to the
Advisor as "Distribution  Coordinator." Fees totaling $20,931 were waived by the
Advisor, as Distribution  Coordinator,  for the period from December 29, 1998 to
November 30, 1999.  The Plan allows excess  distribution  expenses to be carried
forward for the following three fiscal years.

     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 - PURCHASES AND SALES OF SECURITIES

     For the period  ended  November 30,  1999,  the cost of  purchases  and the
proceeds  from  sales  of  securities,  excluding  short-term  securities,  were
$11,406,465 and $5,613,797, respectively.

     At  November  30,  1999,   the  Fund  had  tax  basis  capital   losses  of
approximately $177,000 which may be carried over to offset future capital gains.
Such losses expire November 30, 2007.

                                                                              13
<PAGE>
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 Howard Equity Fund, series of
Advisors  Series Trust (the "Fund") at November 30, 1999, and the results of its
operations,  the changes in its net assets and the financial  highlights for the
period from December 29, 1998 (commencement of operations)  through November 30,
1999,  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 November
30, 1999 by correspondence with the custodian and brokers, provides a reasonable
basis for the opinion expressed above.

PricewaterhouseCoopers LLP



New York, New York
December 30, 1999

14
<PAGE>
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.

Since  this  change  occurred  during  the  Fund's  initial  year of  operation,
McGladrey did not report on the Fund's financial statements.

There were no disagreements with McGladrey on any matter of accounting principle
or practices, financial statement disclosure, or auditing scope or procedure.

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>
                                     HOWARD
                               CAPITAL MANAGEMENT

                                     ADVISOR
                            HOWARD CAPITAL MANAGEMENT
                              45 ROCKEFELLER PLAZA
                                   SUITE 1440
                               NEW YORK, NY 10111
                                 (212) 586-4800

                                   DISTRIBUTOR
                          FIRST FUND DISTRIBUTORS, INC.
                            4455 EAST CAMELBACK ROAD
                                   SUITE 261E
                                PHOENIX, AZ 85018

                                    CUSTODIAN
                               FIRSTAR BANK, N.A.
                                425 WALNUT STREET
                              CINCINNATI, OH 45202

                           SHAREHOLDER SERVICING AGENT
                          AMERICAN DATA SERVICES, INC.
                                150 MOTOR PARKWAY
                                    SUITE 109
                            HAUPPAUGE, NY 11788-0132
                                 (888) 229-2105

                                    AUDITORS
                           PRICEWATERHOUSECOOPERS LLP
                           1177 AVENUE OF THE AMERICAS
                               NEW YORK, NY 10036

                                  LEGAL COUNSEL
                            PAUL, HASTINGS, JANOFSKY
                                  & WALKER LLP
                              345 CALIFORNIA STREET
                             SAN FRANCISCO, CA 94014


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