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N-30D, 2000-12-07
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                                     CHASE
                                     GROWTH
                                      FUND















                                 ANNUAL REPORT
                            DATED SEPTEMBER 30, 2000

                                   ----------

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

                             Advisor: 804-293-9104
                      Shareholder Servicing: 888-861-7556
<PAGE>
                                CHASE GROWTH FUND

                                                [Photo of Derwood S. Chase, Jr.]
November 13, 2000

Dear Fellow Shareholders:

     As I write this annual review,  304 shareholders  have $25 million invested
in our Chase Growth Fund (NASDAQ:  CHASX).  We  appreciate  the trust all of you
have placed in our management  and I want to extend a special  welcome to the 56
new shareholders since my May 15th letter.

     For the year ended September 30, 2000, our Fund enjoyed a (before and after
tax, assuming shares are not sold) total return of 29.5% compared with 13.3% for
the fully invested Standard & Poor's "500" Composite Stock Price Index (the "S&P
500"),  23.7% for the Lipper  Large-Cap  Growth  Fund  Index,  and 17.7% for the
Lipper Large-Cap Core Fund Index. We continued to cushion your portfolio against
the risks and  volatility of this stock market by investing  18.6% on average in
interest bearing cash equivalents.  On September 30, our Fund was invested in 41
stocks.  During the last  twelve  months our eight best  performing  stocks were
Oracle Corp. +246%, EMC Corp. +178%, Harley Davidson +91%, Nokia ADR +77%, Amgen
+71%,  American  International  Group +65%,  Cisco Systems  +61%,  and Southwest
Airlines  Co.  +60%.  A few new  purchases  made  during  the year  also  helped
performance  with Waters Corp.  +174%, CDW Computer Ctrs.  +115%,  Adobe Systems
+64%, and Allergan +53%.

     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 with strong balance sheets.
The Chase Growth Fund (CGF) portfolio  includes a diversified group of companies
that we believe represent relatively  outstanding investment  opportunities.  As
shown in the accompanying  charts, we compare the  characteristics of our Fund's
stocks to the S&P "500".  Your CGF  stocks  have  enjoyed  more  consistent  and
substantially higher five year average annual earnings per share growth rates of
24% vs. 12% for the S&P. They are significantly more profitable with a Return on
Equity of 31% vs.  22%,  and have  stronger  balance  sheets  with Debt to Total
Capital of 21% vs. 35%;  yet they sell at only a moderate 32% premium to the S&P
"500"'s price/earnings  multiple based on year 2001 estimated reported earnings.
Though  pricey,  our  stocks  are  selling  at only 1.40  times  their five year
historical growth rates compared to 2.20 times for the S&P "500". Similarly they
sell at 1.31 times their projected reinvestment rates compared to 1.78 times for
the S&P "500".

            CHASE GROWTH FUND STOCKS VS. S&P 500 SEPTEMBER 30, 2000

                                             CHASE GROWTH
                                             FUND STOCKS         S&P 500
                                             -----------         -------
Last 5 Year Earnings Growth                      24%               12%
Return on Equity                                 31%               22%
Reinvestment Rate                                26%               14%
Debt/Total Capital                               21%               35%
Weighted Avg. Cap. (Billion)                    100.1             134.0
Weighted Avg. Beta (Volatility)                   1.11              1.00
Price/Earnings Estimated 2001                    33.8              25.7

Source:   Chase  Investment  Counsel.   This  information  is  base  on  certain
assumptions  and  historical  data and is not a prediction of futurs results for
the Fund or companies held in the Fund's  portfolio.  S&P 500 Earnings are based
on reported figures after write-offs.
<PAGE>
2

                               CHASE GROWTH FUND

     During the six months ended  September  30th and since then we have reduced
the emphasis on the technology sector from 31% to about 16% recently in favor of
more  reasonably  priced  growth  stocks which we believe have better  defensive
characteristics.  Those changes  helped us show a positive 4.49% total return in
the September quarter when the S&P and Lipper Large-Cap Growth indexes were down
-1.24% and -1.67%, respectively.

     Supply and demand for equities  remains  favorable  even though  during the
last  year  there  have  been  numerous  characteristics  of a  rotating  market
correction. As of November 1st, year-to-date U.S. equity mutual fund net inflows
were $227 billion  compared to 1999 YTD net inflows of $143  billion.  Moreover,
the $236 billion YTD of stock retired  through  corporate  repurchases  and cash
acquisitions  more than offset the record $176  billion YTD supply of new equity
offerings.  That results in a net demand of $287 billion or  substantially  more
net  demand  than the prior  three  years,  which  were YTD $214,  $133 and $147
billion, respectively (Source: Leuthold/Weeden & Co. Research).

     Valuation  remains  excessive by historical  norms.  On September 30th, the
market value of the combined  NYSE and NASDAQ  stocks as a percentage of nominal
GDP stood at 158.8%. For comparison,  that ratio was only 79.2% at the 1973 peak
(86.5% at the 8/31/29 peak).  Part of that higher  valuation is justified by the
New Paradigm of a more technology  oriented  economy which is reducing costs and
driving a more rapidly growing,  more efficient,  less inflationary economy. For
instance,  New Paradigm perspective is provided in the 1999 Annual Report of the
Dallas Federal  Reserve Bank.  Automobiles  now contain upward of 120 microchips
that yield more  computing  power than was contained in the 1968-70 Apollo lunar
space modules. Aircraft manufacturers now design airplanes digitally, decreasing
rework time  60-90% and repair time 80%.  Today's  average  refrigerator,  using
chips,  etc.,  requires  less  than a  third  of  what it cost to run in 1972 or
approximately  the energy  equivalent of a 75-watt  bulb!  The costs to both the
providing  company and to  consumers  has declined  dramatically  as a result of
technology.  In 1985  long-distance  calls  averaged  about $9 when less than 20
million  calls were being made.  Today,  that average is between $1 and $2 as we
approach  100  million  calls.  Just over a decade ago  wireless  calls cost the
average  user almost $140 per month.  Today that cost has declined to around $40
while  subscribers  have risen from about 1 million to almost 80 million.  It is
extraordinary  that in the 10th year of an expansion  the recent  12-month  5.1%
productivity  gain is the best  year-over-year  gain in 17 years.  The resulting
0.4%  decline in unit labor costs is the first  annualized  decline  since 1984!
U.S.  companies  invested $2.5  trillion in  technology  during the 1990's ($540
billion in 1999 alone) and that huge investment is really paying off.

     U.S.  economic  growth  slowed  sharply in the third quarter to a 2.4% real
(inflation  adjusted)  annual rate, down from 4.8% and 5.6% during the two prior
quarters.  Moreover  inventories rose again in the third quarter which increases
the  likelihood of production  cutbacks in the current  quarter.  We believe the
Federal Reserve is finished  raising interest rates.  However,  the big worry is
whether the Fed will slow money  supply  growth too much or continue to increase
the money supply faster than economic growth  providing  excess liquidity to buy
stocks. Money supply growth and stock price gains correlate pretty well.

     In selecting growth stocks we adhere to significant valuation parameters as
we seek growth at a reasonable  price. We believe investing in reasonably priced
growing companies and taking advantage of weakness in good quality growth stocks
is sounder  long term  strategy  than  buying  "value"  stocks with little or no
growth,  many of which are cyclical and face rough  competition  from  worldwide
excess capacity.  As this report goes to print,  perhaps the most  controversial
U.S. presidential election in history remains undecided. The recent stock market
volatility that has resulted from this uncertainty  demonstrates  once again why
it is so important to follow a well defined investment process.
<PAGE>
                                                                               3

                               CHASE GROWTH FUND

                            FUNDAMENTALS AND RATIOS                AS OF 9/30/00

                         P/E TO FIVE-YEAR              P/E TO PROJECTED
                         HISTORICAL GROWTH             REINVESTMENT RATE
                         -----------------             -----------------
CHASE GROWTH FUND              1.40                         1.31
RUSSELL 1000 GROWTH            2.01                         2.02
S&P 500                        2.20                         1.78

     We suspect  that over the longer  term the new economy  paradigm,  with the
global spread of  information  technology  and the  importance  of  intellectual
property,  will prevail and higher than historical  multiples will be justified,
but we don't think that paradigm has repealed the excesses of human  nature.  We
still  believe  this is a period for  caution,  substantial  emphasis on capital
preservation, and very careful stock selection.

     We manage $1 billion for 86 clients in twenty states. 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 managed by a moderate size
management  firm, we have much more  flexibility in buying and selling large and
mid-cap stocks without a significant market impact.  Moreover,  as a newer Fund,
the portfolio does not have as large accumulated capital gain tax liabilities on
gains that new shareholders have not enjoyed. We are tax sensitive and we expect
most established  capital gains will be net long term. There were no net taxable
capital  gains or  taxable  income for 1999 and we expect  only a modest  (about
25(cent)  per share) long term  capital  gain  distribution  for  calendar  2000
reflecting changes through October 31st.

     As the largest  individual  CGF  shareholder,  I 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.  CDW Computer Ctrs Inc.
              2. Citigroup Inc.              7.  General Electric
              3. Sysco                       8.  Harley Davidson
              4. Tyco Int'l Ltd.             9.  Coastal Corp.
              5. UnitedHealth Group          10.  Cardinal Health Inc.


/s/ 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 not incur
expenses and are not available for investment.
<PAGE>
4

                               CHASE GROWTH FUND

Average Annual Total Return(1)
One Year .................................... 29.50%
Since inception (12/2/97) ................... 22.37%

                                    S & P 500 COMPOSITE        LIPPER LARGE CAP
             CHASE GROWTH FUND       STOCK PRICE INDEX        GROWTH FUND INDEX
             -----------------       -----------------        -----------------
2-Dec-97         $10,000                  $10,000                  $10,000
31-Dec-97        $10,201                  $10,000                  $10,136
31-Mar-98        $11,432                  $11,393                  $11,620
30-Jun-98        $11,602                  $11,769                  $12,212
30-Sep-98        $10,691                  $10,598                  $10,956
31-Dec-98        $13,224                  $12,859                  $13,833
31-Mar-99        $13,884                  $13,495                  $14,930
30-Jun-99        $14,155                  $14,443                  $15,491
30-Sep-99        $13,674                  $13,540                  $14,856
31-Dec-99        $16,747                  $15,562                  $18,650
31-Mar-00        $17,478                  $15,035                  $20,165
30-Jun-00        $16,948                  $14,636                  $18,693
30-Sep-00        $17,708                  $14,494                  $17,409

Past performance is not predictive of future performance.

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

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

*    The Lipper Large-Cap Growth Fund Index is comprised of funds that invest at
     least 75% of their equity assets in companies  with market  capitalizations
     (on  a   three-year   weighted   basis)  of   greater   than  300%  of  the
     dollar-weighted  median market capitalization of the S&P Mid-Cap 400 Index.
     Large-Cap Growth funds normally invest in companies with long-term earnings
     expected  to grow  signicantly  faster  than  the  earnings  of the  stocks
     represented in a moajor  unmanaged  stock index.  These funds will normally
     have an above-average  price-to-earnings  ratio,  price-to-book  ratio, and
     three-year  earnings  growth  figure,   compared  to  the  U.S.  diversifed
     large-cap  funds universe  average.  The funds in this index have a similar
     investment objective as the Chase Growth Fund.
<PAGE>
                                                                               5

                               CHASE GROWTH FUND

SCHEDULE OF INVESTMENTS AT SEPTEMBER 30, 2000
--------------------------------------------------------------------------------
 Shares         COMMON STOCKS: 81.38%                               Market Value
--------------------------------------------------------------------------------

                AIRLINES:  1.34%
 12,800         Southwest Airlines Co...........................      $ 310,400
                                                                    -----------
                BIOTECHNOLOGY:  2.17%
  7,200         Amgen Inc.*.....................................        502,762
                                                                    -----------
                BUILDING:  2.08%
  9,056         The Home Depot, Inc.............................        480,534
                                                                    -----------
                BUSINESS SERVICES:  1.73%
  8,900         Expeditors International of Washington, Inc.....        401,056
                                                                    -----------
                COMPUTER - NETWORKING:  2.62%
  8,100         Cable Design Technologies Corp.*................        196,931
  7,400         Cisco Systems, Inc.*............................        408,850
                                                                    -----------
                                                                        605,781
                                                                    -----------
                COMPUTER - SEMICONDUCTORS:  2.97%
  6,000         Altera Corp.*...................................        286,500
  9,600         Intel Corp......................................        399,600
                                                                    -----------
                                                                        686,100
                                                                    -----------
                COMPUTER HARDWARE:  4.46%
 10,400         EMC Corp.*......................................      1,030,900
                                                                    -----------
                COMPUTER SOFTWARE AND SERVICES:  4.73%
  3,600         Adobe Systems, Inc..............................        558,900
  6,800         Oracle Corp.*...................................        535,500
                                                                    -----------
                                                                      1,094,400
                                                                    -----------
                CONGLOMERATES:  8.00%
  9,700         Dover Corp......................................        455,294
 11,400         General Electric Co.............................        657,637
 14,200         Tyco International Ltd..........................        736,625
                                                                    -----------
                                                                      1,849,556
                                                                    -----------
<PAGE>
6

                               CHASE GROWTH FUND

SCHEDULE OF INVESTMENTS AT SEPTEMBER 30, 2000, Continued
--------------------------------------------------------------------------------
 Shares                                                             Market Value
--------------------------------------------------------------------------------

                DEFENSE:  1.79%
  6,600         General Dynamics Corp...........................      $ 414,563
                                                                    -----------
                DRUGS:  3.83%
  3,800         Allergan, Inc...................................        320,862
 12,550         Pfizer, Inc.....................................        563,966
                                                                    -----------
                                                                        884,828
                                                                    -----------
                ELECTRICAL INSTRUMENTS:  1.85%
  4,800         Waters Corp.*...................................        427,200
                                                                    -----------
                ENERGY/OIL/GAS/COAL:  4.83%
  8,000         Phillips Petroleum Co...........................        502,000
  8,300         The Coastal Corp................................        615,238
                                                                    -----------
                                                                      1,117,238
                                                                    -----------
                FINANCIAL SERVICES:  5.88%
  4,100         A.G. Edwards, Inc...............................        214,481
 17,466         Citigroup, Inc..................................        944,256
  3,300         MGIC Investment Corp............................        201,712
                                                                    -----------
                                                                      1,360,449
                                                                    -----------
                FOOD:  3.20%
 16,000         Sysco Corp......................................        741,000
                                                                    -----------
                HEALTH CARE BENEFITS:  4.19%
  9,200         First Health Group Corp.*.......................        296,700
  6,800         United HealthCare Corp..........................        671,500
                                                                    -----------
                                                                        968,200
                                                                    -----------
                HOUSEHOLD PRODUCTS:  2.32%
  8,000         The Procter & Gamble Co.........................        536,000
                                                                    -----------
                INSURANCE - LIFE / HEALTH:  0.35%
  2,730         Protective Life Corp............................         81,559
                                                                    -----------
                INSURANCE - PROPERTY / CASUALTY:  1.92%
  4,650         American International Group, Inc...............        444,947
                                                                    -----------
<PAGE>
                                                                               7

                               CHASE GROWTH FUND

SCHEDULE OF INVESTMENTS AT SEPTEMBER 30, 2000, Continued
--------------------------------------------------------------------------------
 Shares                                                             Market Value
--------------------------------------------------------------------------------

                LEISURE TIME:  4.23%
 13,700         Carnival Corporation, Class A...................      $ 337,363
 13,400         Harley-Davidson, Inc............................        641,525
                                                                    -----------
                                                                        978,888
                                                                    -----------
                MEDICAL SUPPLIES:  4.13%
 10,150         Biomet, Inc.....................................        355,250
  6,800         Cardinal Health, Inc............................        599,675
                                                                    -----------
                                                                        954,925
                                                                    -----------
                PRINTING/PUBLISHING:  1.79%
  6,500         The McGraw-Hill Companies, Inc..................        413,156
                                                                    -----------
                REAL ESTATE:  2.85%
  4,600         Cousins  Properties, Inc........................        198,088
  8,000         Spieker Properties, Inc.........................        460,500
                                                                    -----------
                                                                        658,588
                                                                    -----------
                RETAIL - DISCOUNT:  1.14%
  6,500         Dollar Tree Stores, Inc.*.......................        263,656
                                                                    -----------
                RETAIL - SPECIALTY:  2.86%
  9,600         CDW Computer Centers, Inc.*.....................        662,400
                                                                    -----------
                SERVICE COMPANIES:  2.40%
  8,200         Dycom Industries, Inc.*.........................        341,325
  6,200         Robert Half International, Inc.*................        215,063
                                                                    -----------
                                                                        556,388
                                                                    -----------
                TELECOMMUNICATIONS EQUIPMENT:  1.72%
 10,000         Nokia Corporation, ADR, Class A.................        398,125
                                                                    -----------

                Total Common Stocks (Cost $14,152,693)..........     18,823,599
                                                                    -----------
<PAGE>
8

                               CHASE GROWTH FUND

SCHEDULE OF INVESTMENTS AT SEPTEMBER 30, 2000, Continued
--------------------------------------------------------------------------------
Principal Amount    SHORT-TERM INVESTMENTS: 17.26%
--------------------------------------------------------------------------------
$3,993,522    Firstar Stellar Treasury Fund
               (Cost $3,993,522)................................    $ 3,993,522
                                                                    -----------

                Total Investments in Securities
                 (Cost $18,146,215+): 98.64%....................     22,817,121
                Other Assets in Excess of Liabilities: 1.36%....        314,238
                                                                    -----------
                Net Assets: 100%................................    $23,131,359
                                                                    ===========

*    Non-income producing security.

+    At  September  30,  2000,  the cost of  securities  for Federal  income tax
     purposes is the same as the basis for financial reporting. Gross unrealized
     appreciation and depreciation of securities is as follows:

              Gross unrealized appreciation.....................    $ 4,799,368
              Gross unrealized depreciation.....................       (128,462)
                                                                    -----------
                 Net unrealized appreciation....................    $ 4,670,906
                                                                    ===========

See accompanying Notes to Financial Statements.
<PAGE>
                                                                               9

                               CHASE GROWTH FUND

STATEMENT OF ASSETS AND LIABILITIES AT SEPTEMBER 30, 2000
--------------------------------------------------------------------------------

ASSETS
  Investments in securities, at value
    (identified cost $18,146,215)...............................    $22,817,121
  Receivables
    Fund shares sold............................................         16,081
    Dividends and interest......................................         27,483
    Securities sold.............................................        292,171
  Prepaid expenses .............................................          4,557
                                                                    -----------
       Total assets.............................................     23,157,413
                                                                    -----------
LIABILITIES
  Payables
    Due to advisor..............................................         16,656
    Administration fees.........................................          3,709
  Accrued expenses..............................................          5,689
                                                                    -----------
       Total liabilities........................................         26,054
                                                                    -----------

NET ASSETS  ....................................................    $23,131,359
                                                                    ===========

NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
  [$23,131,359 / 1,307,310 shares outstanding;
  unlimited number of shares (par value $0.01) authorized]......         $17.69
                                                                    ===========

COMPONENTS OF NET ASSETS
  Paid-in capital...............................................    $18,452,446
  Accumulated net realized gain on investments..................          8,007
  Net unrealized appreciation on investments ...................      4,670,906
                                                                    -----------
       Net assets...............................................    $23,131,359
                                                                    ===========

See accompanying Notes to Financial Statements.
<PAGE>
10

                               CHASE GROWTH FUND

STATEMENT OF OPERATIONS - FOR THE YEAR ENDED SEPTEMBER 30, 2000
--------------------------------------------------------------------------------

INVESTMENT INCOME
  Income
    Dividends...................................................    $    68,010
    Interest....................................................        151,781
                                                                    -----------
          Total income..........................................        219,791
                                                                    -----------
  Expenses
    Advisory fees (Note 3)......................................        154,393
    Administration fees (Note 3)................................         32,733
    Professional fees...........................................         26,127
    Fund accounting fees........................................         14,900
    Transfer agent fees.........................................          9,871
    Other ......................................................          6,416
    Custody fees................................................          5,516
    Registration fees...........................................          5,014
    Trustee fees................................................          3,518
    Reports to shareholders.....................................          3,009
                                                                    -----------
          Total expenses........................................        261,497
          Less: advisory fee waiver and absorption (Note 3).....        (32,567)
                                                                    -----------
          Net expenses..........................................        228,930
                                                                    -----------
          NET INVESTMENT LOSS ..................................         (9,139)
                                                                    -----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
  Net realized gain from security transactions..................        292,804
  Net change in unrealized appreciation on investments..........      3,141,446
                                                                    -----------
    Net realized and unrealized gain on investments.............      3,434,250
                                                                    -----------
          NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS..    $ 3,425,111
                                                                    ===========

See accompanying Notes to Financial Statements.
<PAGE>
                                                                              11

                               CHASE GROWTH FUND

STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                     YEAR ENDED      YEAR ENDED
                                                                   SEPT. 30, 2000  SEPT. 30, 1999
                                                                   --------------  --------------
<S>                                                                 <C>             <C>
NET INCREASE/(DECREASE) IN NET ASSETS FROM
OPERATIONS
  Net investment loss ........................................      $     (9,139)   $    (39,492)
  Net realized gain / (loss) on security transactions ........           292,804         (93,150)
  Net change in unrealized appreciation on investments .......         3,141,446       1,276,797
                                                                    ------------    ------------
      NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ...         3,425,111       1,144,155
                                                                    ------------    ------------
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
  Net increase in net assets derived
   from net change in outstanding shares (a) .................        10,566,654       3,985,457
                                                                    ------------    ------------
      TOTAL INCREASE IN NET ASSETS ...........................        13,991,765       5,129,612
                                                                    ------------    ------------
NET ASSETS
Beginning of year ............................................         9,139,594       4,009,982
                                                                    ------------    ------------
END OF YEAR ..................................................      $ 23,131,359    $  9,139,594
                                                                    ============    ============
</TABLE>

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

                                YEAR ENDED                  YEAR ENDED
                            SEPTEMBER 30, 2000           SEPTEMBER 30, 1999
                         ------------------------     ------------------------
                         SHARES   PAID IN CAPITAL     SHARES   PAID IN CAPITAL
                         ------   ---------------     ------   ---------------
Shares sold .........    678,243    $11,265,849       347,038     $4,725,105
Shares redeemed......    (39,935)      (699,195)      (53,379)      (739,648)
                         -------    -----------       -------     ----------
Net increase.........    638,308    $10,566,654       293,659     $3,985,457
                         =======    ===========       =======     ==========

See accompanying Notes to Financial Statements.
<PAGE>
12

                               CHASE GROWTH FUND

FINANCIAL HIGHLIGHTS

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                            DECEMBER 2, 1997*
                                                      YEAR ENDED           YEAR ENDED            THROUGH
                                                  SEPTEMBER 30, 2000   SEPTEMBER 30, 1999   SEPTEMBER 30, 1998
                                                  ------------------   ------------------   ------------------
<S>                                                   <C>                <C>                    <C>
Net asset value, beginning of period ..............   $    13.66         $    10.68             $    10.00

Income from investment operations:
  Net investment loss .............................        (0.01)             (0.05)                 (0.01)
  Net realized and unrealized gain on
   investments ....................................         4.04               3.03                   0.70
                                                      ----------         ----------             ----------
Total from investment operations ..................         4.03               2.98                   0.69
                                                      ----------         ----------             ----------
Less distributions:
  From net investment income ......................           --                 --                  (0.01)
                                                      ----------         ----------             ----------
Total distributions ...............................           --                 --                  (0.01)
                                                      ----------         ----------             ----------

Net asset value, end of period ....................   $    17.69         $    13.66             $    10.68
                                                      ==========         ==========             ==========

TOTAL RETURN ......................................        29.50%             27.90%                  6.91%++

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) .............   $   23,131         $    9,140             $    4,010

Ratio of expenses to average net assets:
  Before expense reimbursement ....................         1.70%              2.37%                  3.98%+
  After expense reimbursement .....................         1.48%              1.48%                  1.47%+

Ratio of net investment loss to average net assets:
  After expense reimbursement .....................        (0.06%)            (0.59%)                (0.17%)+

Portfolio turnover rate ...........................        73.94%             62.49%                 54.49%
</TABLE>

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

See accompanying Notes to Financial Statements.
<PAGE>
                                                                              13

                               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 it intends to
achieve  its  objective  by  investing  primarily  in common  stocks of domestic
companies with large market  capitalizations  of $10 billion and above. 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
          are  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 are 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 year ended September 30, 2000, 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
compensation 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
<PAGE>
14

                               CHASE GROWTH FUND

NOTES TO FINANCIAL STATEMENTS, Continued
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assets of the Fund.  For the year ended  September  30, 2000,  the Fund incurred
$154,393 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 1.48% of average net assets (the "expense cap").  Any such reduction
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  Funds  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 year ended
September 30, 2000,  the Advisor  reduced its fees and absorbed Fund expenses in
the amount of $32,567;  no amounts were  reimbursed  to the Advisor.  Cumulative
expenses subject to recapture pursuant to the aforementioned conditions amounted
to $152,856 at September 30, 2000.

     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,  2000,  the cost of  purchases  and the
proceeds  from  sales  of  securities,  excluding  short-term  securities,  were
$17,307,983 and $9,287,433, respectively.
<PAGE>
                                                                              15

REPORT OF INDEPENDENT ACCOUNTANTS
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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  statement of  operations  and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material  respects,  the  financial  position of Chase  Growth  Fund,  series of
Advisors  Series Trust (the "Fund") at  September  30, 2000,  the results of its
operations  for the year then  ended and the  changes  in its net assets and the
financial  highlights  for each of the two years in the period  then  ended,  in
conformity with accounting principles generally accepted in the United States of
America. These financial statements and financial highlights (hereafter referred
to as "financial  statements") are the  responsibility of the Fund's management;
our responsibility is to express an opinion on these financial  statements based
on our  audits.  We  conducted  our  audit  of  these  financial  statements  in
accordance with auditing  standards  generally  accepted in the United States of
America,  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
audits,  which  included  confirmation  of  securities  at September 30, 2000 by
correspondence  with the custodian,  provide a reasonable basis for our opinion.
The  financial  highlights  for the periods  prior to September  30, 1999,  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 10, 2000
<PAGE>
                                     ADVISOR

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

                                   ----------

                                    AUDITORS

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

                                   ----------

                                   DISTRIBUTOR

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

                                   ----------

                                    CUSTODIAN

                     Firstar Institutional Custody Services
                           425 Walnut Street, M/L 6118
                             Cincinnati, Ohio 45202

                                   ----------

                                 TRANSFER AGENT

                          American Data Services, Inc.
                          150 Motor Parkway, Suite 109
                            Hauppauge, New York 11788

                                   ----------

                                  LEGAL COUNSEL

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

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

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



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