ADVISORS SERIES TRUST
N-30D, 2000-09-21
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                                CAPITAL ADVISORS
                                   GROWTH FUND






                               Semi-Annual Report



                                  June 30, 2000

<PAGE>
                          CAPITAL ADVISORS GROWTH FUND

August 15, 2000

Dear Shareholder:

The  initial  six  month  period  for the  Capital  Advisors  Growth  Fund was a
rewarding  challenge.  Net  assets  in  the  Fund  grew  to  a  total  value  of
$15,238,840,  and the Fund  received  its  NASDAQ  ticker  symbol  "CIAOX"  upon
reaching  an asset base of $10  million in March.  The  Fund's  performance,  as
measured by net asset  value,  rose from an initial  share  price of $20.00,  to
$21.85 on June 30, 2000. This represents a total return of 9.25% for the period,
which  compares   favorably  to  returns  for  the  S&P  500  index,  Dow  Jones
Industrials,   and  NASDAQ   Composite  Index  of  -0.43%,   -8.44%  and  -2.46%
respectively  for  the  same 6 month  period.  Your  Fund  also  compared  quite
favorably  to the average  Large Cap Growth  Stock  Fund,  as measured by Lipper
Analytical  Services,  Inc., which returned 2.86% for the six months ending June
30, 2000.

Industry groups providing the greatest benefit to the Fund's  performance in its
first   six   months   included    Pharmaceuticals,    Genomics,    Media,   and
Telecommunications  Equipment.  These four industry sectors  comprised 34.74% of
the Fund's assets as of June 30, 2000.

Of the events that impacted the  performance of the Fund most  significantly  in
its first six  months,  perhaps  none  received  more media  attention  than the
announcement that the complete human genome had been successfully  mapped.  This
announcement served to bring to the attention of the general public a revolution
in the future of medicine that has been building momentum since the early 1990s.
The Fund  holds  positions  in a number of  emerging  leaders  in this  exciting
medical revolution, including Human Genome Sciences, Millennium Pharmaceuticals,
and Incyte Genomics,  each of which experienced  strong stock market performance
in the weeks  surrounding the announcement of the completed mapping of the human
genome.

Gemstar  International  was a strong performer for the Fund in the first half as
the company made  significant  progress toward the completion of its merger with
T.V. Guide International. Subsequent to this reporting date, the merger of these
two  companies  was in fact  completed,  providing a further  boost to the stock
price of Gemstar.

The Fund also  benefited  from its  ownership in several  companies  that supply
components for the worldwide build out of the Internet. Fund investments in this
category  include  Corning,  Inc.,  Cisco  Systems,  Sun  Microsystems  and  JDS
Uniphase.

                                       2
<PAGE>
                          CAPITAL ADVISORS GROWTH FUND

The common  stocks held by the Fund are industry  leaders  which we believe will
sustain above average  earnings growth rates going forward,  and which we expect
to be reflected in favorable performance for these companies' common stocks.


The ten largest holdings of the Fund as of June 30, 2000 were as follows:

Security                 No. Shares    Cost/Share    Market/Share   Portfolio %
--------                 ----------    ----------    ------------   -----------
Human Genome Sciences       6,475         86.84          133.37         5.7%

Corning Inc.                3,200        181.79          269.87         5.7%

EMC Corp.                   7,500         61.03           76.12         3.8%

Sun Microsystems            6,400         87.08           90.94         3.8%

Gemstar TV Guide            9,000         50.68           61.45         3.6%

SmithKline Beecham          8,000         58.83           65.19         3.4%

America Online              9,875         61.35           52.62         3.4%

J.P. Morgan                 3,700        121.46          110.12         2.7%

Intel                       3,080        106.47          133.69         2.7%

American Express            7,800         48.42           52.12         2.7%

Of the forty  seven  common  stocks  held by the Fund on June 30,  2000,  the 10
largest  holdings  represented  37.5% of the Fund's  assets  with all but two of
those  companies   appreciating  to  levels  above  cost.  The  following  chart
illustrates the industry diversification of the Fund.

                                       3
<PAGE>
                          CAPITAL ADVISORS GROWTH FUND

                                  [PIE CHART]

                 DIVERSIFIED INDUSTRIAL 1.0%
                 BUILDING MATERIALS & SUPPLIES 1.4%
                 CONSUMER NON-DURABLES 1.6%
                 CONSUMER DURABLES 1.3%
                 CONSUMER MERCHANDISE/DISTRIBUTION 1.6%
                 RETAIL STORES 7.5%
                 ENERGY 1.2%
                 MEDICAL DEVICE & TECHNOLOGY 6.0%
                 PHARMACEUTICALS 7.0%
                 BIOTECHNOLOGY 1.3%
                 GENOMICS 9.3%
                 FINANCIAL SERVICES 9.7%
                 COMPUTER HARDWARE 16.6%
                 COMPUTER SOFTWARE 3.7%
                 INTERNET/E-COMMERCE 8.5%
                 MEDIA 5.1%
                 TELECOMMUNICATIONS EQUIPMENT & SUPPLIES 13.2%
                 WIRELESS COMMUNICATIONS 4.2%

                                       4
<PAGE>
                          CAPITAL ADVISORS GROWTH FUND

Thank you for the support and confidence  you've  displayed by investing in this
new mutual fund. We look forward to a long term and prosperous relationship.


                                        /s/ Richard E. Minshall

                                        Richard E. Minshall
                                        Chief Investment Officer,
                                        Capital Advisors Growth Fund
                                        Chairman, Capital Advisors, Inc.

Performance   figures  of  the  Fund  and  Indexes  referenced   represent  past
performance  and are not  indicative  of  future  performance.  Indexes  are not
available  for direct  investment  and do not incur  expenses.  Share value will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than the original investment.

The Dow Jones  Industrial  Average is a  price-weighted  average of 30 blue-chip
stocks that are  generally  the leaders in their  industries.  The S&P 500 is an
unmanaged  capitalization-weighted index of 500 stocks designed to represent the
broad domestic  economy.  The NASDAQ  Composite Index is the index of the NASDAQ
Stock Market, the largest electronic, screen-based market in the world with over
5,100 companies listed.

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

                                       5
<PAGE>
                          CAPITAL ADVISORS GROWTH FUND

SCHEDULE OF INVESTMENTS AT JUNE 30, 2000 (UNAUDITED)
--------------------------------------------------------------------------------
      Shares      COMMON STOCKS: 100.23%                          Market Value
--------------------------------------------------------------------------------

                  BIOTECHNOLOGY: 1.33%
      1,200       Amgen Inc.....................................  $    84,300
      2,400       Immunex Corporation...........................      118,650
                                                                  -----------
                                                                      202,950
                                                                  -----------
                  BUILDING MATERIALS & SUPPLIES: 1.41%
      4,300       Home Depot Inc................................      214,731
                                                                  -----------
                  COMPUTER HARDWARE: 16.61%
      3,400       Applied Micro Circuits Corporation............      335,750
      7,500       EMC Corporation...............................      577,031
      3,080       Intel Corporation.............................      411,758
      2,000       Oracle Corporation............................      168,125
      1,100       PMC-Sierra, Inc...............................      195,456
      6,400       Sun Microsystems, Inc.........................      582,000
      3,800       Texas Instruments, Incorporated...............      261,013
                                                                  -----------
                                                                    2,531,133
                                                                  -----------
                  COMPUTER SOFTWARE: 3.73%
      4,700       Microsoft Corporation.........................      376,000
      1,700       VERITAS Software Corporation..................      192,127
                                                                  -----------
                                                                      568,127
                                                                  -----------
                  CONSUMER DURABLE: 1.26%
      5,000       Harley-Davidson, Inc..........................      192,500
                                                                  -----------
                  CONSUMER MERCHANDISE / DISTRIBUTION: 1.62%
      7,400       Lands' End, Inc...............................      246,975
                                                                  -----------
                  CONSUMER NON-DURABLES: 1.62%
      4,900       Canandaigua Brands, Inc.......................      247,144
                                                                  -----------
                  DIVERSIFIED INDUSTRIAL: 1.04%
      3,000       General Electric Company......................      159,000
                                                                  -----------
                  ENERGY: 1.18%
      8,000       Vintage Petroleum, Inc........................      180,500
                                                                  -----------

See Notes to Financial Statements.

                                       6
<PAGE>
                          CAPITAL ADVISORS GROWTH FUND

SCHEDULE OF INVESTMENTS AT JUNE 30, 2000 (UNAUDITED), CONTINUED
--------------------------------------------------------------------------------
      Shares                                                      Market Value
--------------------------------------------------------------------------------

                  FINANCIAL SERVICES: 9.68%
      7,800       American Express Company......................  $   406,575
      6,650       Citigroup Inc.................................      400,663
      3,700       J.P. Morgan & Co., Incorporated...............      407,463
      2,500       Marsh & McLennan Companies, Inc...............      261,094
                                                                  -----------
                                                                    1,475,794
                                                                  -----------
                  GENOMICS: 9.34%
      6,475       Human Genome Science..........................      863,603
      2,800       Millennium Pharmaceuticals, Inc...............      313,250
      3,000       Incyte Pharmaceuticals, Inc...................      246,563
                                                                  -----------
                                                                    1,423,416
                                                                  -----------
                  INTERNET / E-COMMERCE: 8.45%
      9,875       America Online, Inc...........................      520,906
      1,400       Broadcom Corporation - Class A................      306,513
      4,900       Cisco Systems, Inc............................      311,456
      1,200       Yahoo! Inc....................................      148,650
                                                                  -----------
                                                                    1,287,525
                                                                  -----------
                  MEDIA: 5.08%
      9,000       Gemstar International Group Limited...........      553,078
      5,000       Sirius Satellite..............................      221,563
                                                                  -----------
                                                                      774,640
                                                                  -----------
                  MEDICAL DEVICES & TECHNOLOGY: 6.02%
      2,300       Affymetrix, Inc...............................      379,788
      3,200       Johnson & Johnson.............................      326,000
      1,700       Waters Corporation............................      212,181
                                                                  -----------
                                                                      917,969
                                                                  -----------
                  PHARMACEUTICALS: 7.00%
      2,000       Eli Lilly and Company.........................      199,750
      7,200       Pfizer, Inc...................................      345,600
      8,000       Smithkline Beecham............................      521,500
                                                                  -----------
                                                                    1,066,850
                                                                  -----------
                  RETAIL STORES: 7.49%
      4,500       Tiffany & Co..................................      303,750
      6,400       Walgreen Co...................................      206,000
      5,000       Wal-Mart Stores, Inc..........................      288,125
     10,600       Williams-Sonoma, Inc..........................      343,838
                                                                  -----------
                                                                    1,141,713
                                                                  -----------

See Notes to Financial Statements.

                                       7
<PAGE>
                          CAPITAL ADVISORS GROWTH FUND

SCHEDULE OF INVESTMENTS AT JUNE 30, 2000 (UNAUDITED), CONTINUED
--------------------------------------------------------------------------------
      Shares                                                      Market Value
--------------------------------------------------------------------------------

                  TELECOMMUNICATIONS EQUIPMENT & SUPPLIES: 13.19%
      4,500       Conexant Systems, Inc.........................    $ 218,813
      3,200       Corning Incorporated..........................      863,600
      2,800       JDS Uniphase Corporation......................      335,650
      7,300       Nokia Corporation ADR Class A.................      364,544
      2,600       RF Micro Devices, Inc.........................      227,825
                                                                  -----------
                                                                    2,010,431
                                                                  -----------
                  WIRELESS COMMUNICATIONS: 4.15%
      4,730       QUALCOMM Incorporated.........................      283,800
      8,400       Vodafone Airtouch Plc ADR.....................      348,075
                                                                  -----------
                                                                      631,875
                                                                  -----------
                  Total Common Stocks (Cost $14,720,422)........   15,273,273
                                                                  -----------
Principal Amount  SHORT-TERM INVESTMENTS: 0.94%
--------------------------------------------------------------------------------
   $143,242       Firstar Stellar Treasury Fund
                   (Cost $143,242)..............................      143,242
                                                                  -----------
                  Total Investments in Securities
                   (Cost $14,863,664): 101.17%..................   15,416,513
                  Liabilties in Excess of Other
                   Assets: (1.17%)..............................     (177,673)
                                                                  -----------
                  TOTAL NET ASSETS: 100.00% ....................  $15,238,840
                                                                  ===========

See Notes to Financial Statements.

                                       8
<PAGE>
                          CAPITAL ADVISORS GROWTH FUND

STATEMENT OF ASSETS AND LIABILITIES AT JUNE 30, 2000 (UNAUDITED)
--------------------------------------------------------------------------------

ASSETS
   Investments in securities, at value
      (identified cost $14,863,664)...........................    $15,416,513
   Receivables
      Dividends and interest..................................          7,415
      Fund shares purchased...................................        374,933
   Prepaid expenses ..........................................          3,411
                                                                  -----------
         Total assets.........................................     15,802,272
                                                                  -----------
LIABILITIES
   Payables
      Administration fees.....................................          2,426
      Due to advisor..........................................          6,331
      Investment securities purchased.........................        539,813
   Accrued expenses...........................................         14,862
                                                                  -----------
         Total liabilities....................................        563,432
                                                                  -----------

NET ASSETS  ..................................................    $15,238,840
                                                                  ===========
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
   [$15,238,840 / 697,525 shares outstanding; unlimited
   number of shares (par value $0.01) authorized].............    $     21.85
                                                                  ===========
COMPONENTS OF NET ASSETS
   Paid-in capital............................................    $15,046,310
   Accumlated net investment income...........................        (49,090)
   Accumulated net realized loss on investments...............       (311,229)
   Net unrealized appreciation on investments ................        552,849
                                                                  -----------
      Net assets..............................................    $15,238,840
                                                                  ===========

See Notes to Financial Statements.

                                       9
<PAGE>
                          CAPITAL ADVISORS GROWTH FUND

STATEMENT OF OPERATIONS
FOR THE PERIOD DECEMBER 31, 1999* THROUGH JUNE 30, 2000 (UNAUDITED)
--------------------------------------------------------------------------------

INVESTMENT INCOME
 Income
  Dividends (Net of foreign tax on dividends).................       $ 20,653
  Interest....................................................          5,152
                                                                    ---------
        Total income..........................................         25,805
                                                                    ---------
 Expenses
  Advisory fees (Note 3)......................................         37,122
  Administration fees (Note 3)................................         14,919
  Distribution (Note 4).......................................         12,374
  Professional fees...........................................         11,936
  Fund accounting fees........................................          6,962
  Transfer agent fees.........................................          6,465
  Custody fees................................................          3,580
  Other ......................................................          1,806
  Trustee fees................................................          1,951
  Shareholder reporting.......................................          1,989
  Registration fees...........................................            429
                                                                    ---------
        Total expenses........................................         99,532
        Less: advisory fee waiver and absorption (Note 3).....        (24,636)
                                                                    ---------
        Net expenses..........................................         74,895
                                                                    ---------
            NET INVESTMENT LOSS ..............................        (49,090)
                                                                    ---------
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
 Net realized loss from security transactions.................       (311,229)
 Net change in unrealized appreciation on investments.........        552,849
                                                                    ---------
        Net realized and unrealized gain on investments.......        241,620
                                                                    ---------
            NET INCREASE IN NET ASSETS RESULTING FROM
             OPERATIONS.......................................      $ 192,530
                                                                    =========

* Commencement of Operations

See Notes to Financial Statements.

                                       10
<PAGE>
                          CAPITAL ADVISORS GROWTH FUND

STATEMENT OF CHANGES IN NET ASSETS (UNAUDITED)
--------------------------------------------------------------------------------
                                                            December 31, 1999*
                                                                  through
                                                              June 30, 2000#
--------------------------------------------------------------------------------

NET INCREASE IN ASSETS FROM OPERATIONS
 Net investment loss.......................................    $   (49,090)
 Net realized loss on security transactions ...............       (311,229)
 Net change in unrealized appreciation on
  investments..............................................        552,849
                                                               -----------
      NET INCREASE IN NET ASSETS RESULTING FROM
         OPERATIONS .......................................        192,530
                                                               -----------
CAPITAL SHARE TRANSACTIONS
 Net increase in net assets derived from net change
  in outstanding shares (a)................................     15,046,310
                                                               -----------
      TOTAL INCREASE IN NET ASSETS ........................     15,238,840
                                                               -----------
NET ASSETS
Beginning of period........................................              0
                                                               -----------
END OF PERIOD .............................................    $15,238,840
                                                               ===========

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

                                                        December 31, 1999*
                                                             through
                                                          June 30, 2000#
                                                    --------------------------
                                                    Shares     Paid in Capital
                                                    ------     ---------------
Shares sold ................................        708,356      $15,260,536
Shares redeemed.............................        (10,831)        (214,226)
                                                    -------      -----------
Net increase................................        697,525      $15,046,310
                                                    =======      ===========

* Commencement of operations.
# Unaudited.

See Notes to Financial Statements.

                                       11
<PAGE>
                          CAPITAL ADVISORS GROWTH FUND

FINANCIAL HIGHLIGHTS - FOR A CAPITAL SHARE OUTSTANDING
THROUGHOUT THE PERIOD (UNAUDITED)
--------------------------------------------------------------------------------
                                                              December 31, 1999*
                                                                    through
                                                                June 30, 2000#
--------------------------------------------------------------------------------

Net asset value, beginning of period......................         $ 20.00
                                                                   -------
Income from investment operations:
   Net investment loss....................................           (0.07)
   Net realized and unrealized gain on investments........            1.92
                                                                   -------
Total from investment operations..........................            1.85
                                                                   -------

Net asset value, end of period............................         $ 21.85
                                                                   =======

Total return .............................................            9.25%+

RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period (thousands).....................         $15,239

Ratio of expenses to average net assets:
   Before expense reimbursement...........................            1.96%**
   After expense reimbursement............................            1.47%**

Ratio of net investment loss to average net assets:
   After expense reimbursement............................           (0.96%)**

Portfolio turnover rate...................................           11.66%

*  Commencement of operations.
#  Unaudited.
+  Not Annualized.
** Annualized.

See Notes to Financial Statements.

                                       12
<PAGE>
                          CAPITAL ADVISORS GROWTH FUND

NOTES TO FINANCIAL STATEMENTS AT JUNE 30, 2000 (UNAUDITED)
--------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION

     The  Capital  Advisors  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  non-diversified,  open-end
management  investment company.  The Fund began operations on December 31, 1999.
The investment objective of the Fund is to seek long-term growth of capital.

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.  Discounts  and  premiums  on  securities
          purchased are amortized over the life of the respective securities.

                                       13
<PAGE>
                          CAPITAL ADVISORS GROWTH FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
--------------------------------------------------------------------------------

     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 six  months  ended  June 30,  2000,  Capital  Advisors,  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 0.75%  based upon the  average  daily net assets of the Fund.
For the six months ended June 30, 2000,  the Fund  incurred  $37,122 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 1.50% of average net assets (the "expense cap"). Any such reductions
made by the  Advisor  in its fees or payment  of  expenses  which are the Fund's
obligation  are  subject  to  reimbursement  by the Fund to the  Advisor,  if so
requested by the Advisor,  in 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 six months
ended June 30, 2000, the Advisor  reduced its fees and absorbed Fund expenses in
the amount of $24,636; no amounts were reimbursed to the Advisor.

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

                                       14
<PAGE>
                          CAPITAL ADVISORS GROWTH FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
--------------------------------------------------------------------------------
monitors the activities of the Fund's custodian, transfer agent and accountants;
coordinates  the  preparation and payment of the Fund's expenses and reviews the
Fund's expense accruals.  For its services, the Administrator receives a monthly
fee at the following annual rate:

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

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

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

NOTE 4 - DISTRIBUTION COSTS

     The Fund has  adopted a  Distribution  Plan  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  0.25%  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
coordination agreement adopted under the Plan, distribution fees are paid to the
Advisor as  "Distribution  Coordinator".  During  the six months  ended June 30,
2000, the Fund paid the Distribution Coordinator in the amount of $12,374.

NOTE 5 - PURCHASES AND SALES OF SECURITIES

     For the six  months  ended June 30,  2000,  the cost of  purchases  and the
proceeds  from  sales  of  securities,  excluding  short-term  securities,  were
$15,881,010 and $1,110,880, respectively.

                                       15


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