ADVISORS SERIES TRUST
N-30D, 2001-01-05
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                                      ELC

                             EDGAR LOMAX VALUE FUND













                                  ANNUAL REPORT

                                OCTOBER 31, 2000

<PAGE>
                             EDGAR LOMAX VALUE FUND

                                  Annual Report
                                December 18, 2000

Dear Fellow Shareholder:

     It is with great  pleasure  that I report to you the successes of the Edgar
Lomax Value Fund at a time that may  otherwise  appear to be a difficult one for
stock investing.  Specifically, your Fund rose 19.88% from June 30 to October 31
of this  year  (bringing  its  assets to $4.8  million)  while the S&P 500 index
actually  declined 1.36%.  Furthermore,  from its inception on December 12, 1997
through  October 31, 2000 (nearly three years),  the Fund's average annual total
return was 7.79%.

     In the first ten months of the year 2000, we saw two very  different  stock
market  environments.  Through mid-March,  technology and related stocks rose in
almost  boundless  fashion  as  investors  eagerly  bid their  prices up. It was
believed  that these  companies'  recently  high  earnings  growth  rates  would
continue  indefinitely and, thus, justify the rich prices paid for their shares.
As it turns out,  the S&P 500's record high reached on March 24, 2000 would mark
at least a temporary end to this speculation.  From that day through October 31,
the S&P 500 fell 5.79%. The resulting flow of money toward less "glamorous" but,
we believe,  more  dependable  "Old Economy" stocks lifted your Fund to a 15.55%
gain over the same period.

     We  have  consistently  focused  on  the  actual  business  results  of the
companies in which we invest, rather than the movement of their stock prices. As
a result,  during the period that "growth"  (specifically,  high-tech) investing
seemed  the only show in town,  we  steadily  accumulated  the  "bargain-priced"
shares of quality  companies  such as Honeywell.  Very  recently,  not only have
investors in general  begun to reward these  undervalued  companies  but, in the
case of  Honeywell,  its  shares  rose just over 50% in the month of  October as
General Electric decided to buy the company.

     The sharp price  swings in the stock  market  again remind all of us of the
risks of equity  investing.  Our  philosophy  is that we should  minimize  these
fluctuations to the extent possible,  while still  delivering the  above-average
returns  you  expect  from  stock  investing.  In  simple  terms,  we do this by
investing in large, asset-rich (and increasingly  profitable) companies at times
when most investors seem to be ignoring these financial facts. Consequently,  we
are given a bargain  opportunity in exchange for simply having the confidence to
wait for stock  prices to reflect  corporate  values  as, in the long run,  they
inevitably will.

     As always,  we greatly  appreciate your investment in the Edgar Lomax Value
Fund.  You can be sure that we are  committed  to serving you in the best way we
know how.

Cordially,

/s/ Randall R. Eley

Randall R. Eley
<PAGE>
                             EDGAR LOMAX VALUE FUND

--------------------------------------------------------------------------------
                             EDGAR LOMAX VALUE FUND

        Comparison of the change in value of a $10,000 investment in the
         Edgar Lomax Value Fund versus the S&P 500 Composite Stock Price
                    Index, the S&P/Barra Value Index and the
                       Lipper Large Cap Value Fund Index.

                         Average Annual Total Return(1)

                      One year......................3.65%
                      Since inception (12/12/97)....7.79%

<TABLE>
<CAPTION>
                      Edgar Lomax      S & P 500 Composite       S & P 500          Lipper Large Cap
                       Value Fund       Stock Price Index    Barra Value Index      Value Fund Index
                       ----------       -----------------    -----------------      ----------------
<S>                  <C>                  <C>                 <C>                    <C>
12-Dec-97               $10,000              $10,000             $10,000                $10,000
31-Jan-98               $ 9,949              $10,303             $10,062                $10,129
30-Apr-98               $11,150              $11,724             $11,499                $11,390
31-Jul-98               $10,619              $11,864             $11,175                $11,208
31-Oct-98               $10,789              $11,679             $10,727                $10,955
31-Jan-99               $11,031              $13,650             $11,918                $12,158
30-Apr-99               $12,770              $14,282             $13,051                $12,962
31-Jul-99               $12,517              $14,254             $12,858                $12,924
31-Oct-99               $11,981              $14,675             $12,722                $12,808
31-Jan-00               $11,038              $15,055             $13,862                $12,688
30-Apr-00               $11,276              $15,723             $14,254                $13,120
31-Jul-00               $10,758              $14,676             $14,009                $12,926
31-Oct-00               $12,418              $14,702             $15,224                $13,566
</TABLE>

--------------------------------------------------------------------------------

Past performance is no guarantee of future results.  Share value will fluctuate,
so that an investor's shares, when redeemed,  may be worth more or less than the
original  investment.  An Index does not incur expenses and is not available for
investment.

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

*The S&P/Barra  Value Index is an unmanaged  capitalization-weighted  index that
contains approximately 50% of the stocks in the S&P 500 with lower price-to-book
ratios.

*The Lipper  Large Cap Value Fund Index  consists of the largest  value funds as
tracked by Lipper Inc. Large Cap Value funds seek long-term growth of capital of
investing in companies that are considered to be undervalued relative to a major
unmanaged  stock index based on  price-to-current  earnings,  book value,  asset
value, or other factors.

(1)  Average Annual Total Return represents the average change in account value
     over the periods indicated. This page left intentionally blank. This page
     left intentionally blank.

2
<PAGE>
                             EDGAR LOMAX VALUE FUND

SCHEDULE OF INVESTMENTS AT OCTOBER 31, 2000
--------------------------------------------------------------------------------
 Shares         COMMON STOCKS: 98.65%                               Market Value
--------------------------------------------------------------------------------

                AEROSPACE/DEFENSE:  4.06%
  2,700         General Dynamics Corporation......................  $   193,219
                                                                    -----------
                AUTOMOBILES:  3.82%
  2,925         General Motors Corporation........................      181,716
                                                                    -----------
                BANKS - MONEY CENTER:  5.04%
  1,450         J.P. Morgan & Co., Incorporated...................      239,975
                                                                    -----------
                CHEMICALS:  5.32%
  3,438         E. I. du Pont de Nemours and Company..............      155,999
  3,175         The Dow Chemical Company..........................       97,234
                                                                    -----------
                                                                        253,233
                                                                    -----------
                CHEMICALS - SPECIALTY:  1.34%
  3,800         International Flavors & Fragrances, Inc...........       63,650
                                                                    -----------
                ELECTRIC COMPANIES:  7.68%
  4,475         American Electric Power Company, Inc..............      185,712
  6,125         The Southern Company..............................      179,922
                                                                    -----------
                                                                        365,634
                                                                    -----------
                ELECTRICAL EQUIPMENT:  5.27%
  2,465         Honeywell, Inc....................................      132,648
  3,000         Rockwell International Corporation................      117,938
                                                                    -----------
                                                                        250,586
                                                                    -----------
                ELECTRONICS - DEFENSE:  3.90%
  5,800         Raytheon Company, Class A.........................      185,600
                                                                    -----------
                INSURANCE - LIFE/HEALTH:  3.21%
  1,900         American General Corporation......................      152,950
                                                                    -----------
                INSURANCE - MULTI-LINE:  9.37%
  1,825         CIGNA Corporation.................................      222,559
  3,000         The Hartford Financial Services Group, Inc........      223,312
                                                                    -----------
                                                                        445,871
                                                                    -----------

                                                                               3
<PAGE>
                             EDGAR LOMAX VALUE FUND

SCHEDULE OF INVESTMENTS AT OCTOBER 31, 2000, CONTINUED
--------------------------------------------------------------------------------
 Shares                                                             Market Value
--------------------------------------------------------------------------------

                LEISURE TIME - PRODUCTS:  2.61%
  6,400         Brunswick Corporation.............................    $ 124,400
                                                                    -----------
                MACHINERY - DIVERSIFIED:  3.61%
  4,900         Caterpillar Inc...................................      171,806
                                                                    -----------
                MANUFACTURING - DIVERSIFIED:  4.67%
  2,300         Minnesota Mining and Manufacturing Company........      222,237
                                                                    -----------
                NATURAL GAS:  5.55%
  3,500         The Coastal Corporation...........................      264,031
                                                                    -----------
                OIL - INTERNATIONAL INTEGRATED:  3.09%
  1,650         Exxon Mobil Corporation...........................      147,159
                                                                    -----------
                PAPER & FOREST PRODUCTS:  2.39%
  3,100         International Paper Company.......................      113,538
                                                                    -----------
                PHOTOGRAPHY/IMAGING:  2.62%
  2,775         Eastman Kodak Company.............................      124,528
                                                                    -----------
                RAILROADS:  5.37%
  5,900         Burlington Northern Inc...........................      156,719
  7,000         Norfolk Southern Corporation......................       98,875
                                                                    -----------
                                                                        255,594
                                                                    -----------
                RETAIL - GENERAL MERCHANDISE:  2.43%
  4,400         The May Department Stores Company.................      115,500
                                                                    -----------
                RETAIL - SPECIALTY/RETAIL:  3.50%
  6,600         The Limited, Inc..................................      166,650
                                                                    -----------
                TELECOMMUNICATIONS - LONG DISTANCE:  0.54%
  1,100         AT&T Corp.........................................       25,506
                                                                    -----------
4
<PAGE>
                             EDGAR LOMAX VALUE FUND

SCHEDULE OF INVESTMENTS AT OCTOBER 31, 2000, CONTINUED
--------------------------------------------------------------------------------
 Shares                                                             Market Value
--------------------------------------------------------------------------------

                TELEPHONE:  7.76%
  4,100         SBC Communications Inc............................    $ 236,519
  2,300         Verizon Corporation...............................      132,969
                                                                    -----------
                                                                        369,488
                                                                    -----------
                TOBACCO:  5.50%
  7,150         Philip Morris Companies Inc.......................      261,869
                                                                    -----------
                Total Common Stocks (Cost $4,420,559+)............    4,694,740
                                                                    -----------

Principal Amount     SHORT-TERM INVESTMENTS:  1.63%
--------------------------------------------------------------------------------
$77,675         Firstar Stellar Treasury Fund (Cost $77,675)......       77,675
                                                                    -----------

                Total Investments in Securities
                  (Cost $4,498,234): 100.28%......................    4,772,415
                Liabilities in Excess of Other Assets: (0.28%)....      (13,243)
                                                                    -----------
                Total Net Assets: 100.00%.........................  $ 4,759,172
                                                                    ===========

+    At October 31, 2000, the cost of securities for Federal tax purposes was
     $4,508,382. Gross unrealized appreciation and depreciation of securities is
     as follows:

       Gross unrealized appreciation..............................  $   726,340
       Gross unrealized depreciation..............................     (462,307)
                                                                    -----------
       Net unrealized appreciation................................  $   264,033
                                                                    ===========

See accompanying Notes to Financial Statements.

                                                                               5
<PAGE>
                             EDGAR LOMAX VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES AT OCTOBER 31, 2000
--------------------------------------------------------------------------------

ASSETS
  Investments in securities, at value
   (identified cost of $4,498,234) ...............................   $4,772,415
  Receivables
    Due from Advisor .............................................        1,741
    Dividends and interest .......................................        6,053
    Fund shares sold .............................................          200
  Prepaid expenses ...............................................        1,446
                                                                     ----------
      Total assets ...............................................    4,781,855
                                                                     ----------

LIABILITIES
  Accrued expenses ...............................................       22,683
                                                                     ----------
      Total liabilities ..........................................       22,683
                                                                     ----------

NET ASSETS  ......................................................   $4,759,172
                                                                     ==========
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
  ($4,759,172 / 413,065 shares outstanding;
  unlimited number of shares [par value $0.01] authorized) .......   $    11.52
                                                                     ==========
COMPONENTS OF NET ASSETS
  Paid-in capital ................................................   $4,333,633
  Undistributed net investment income ............................       46,220
  Accumulated net realized gain on investments ...................      105,138
  Net unrealized appreciation on investments .....................      274,181
                                                                     ----------
      Net assets .................................................   $4,759,172
                                                                     ==========

See accompanying Notes to Financial Statements.

6
<PAGE>
                             EDGAR LOMAX VALUE FUND

STATEMENT OF OPERATIONS - FOR THE YEAR ENDED OCTOBER 31, 2000
--------------------------------------------------------------------------------

INVESTMENT INCOME
  Income
    Dividends ....................................................    $ 112,130
    Interest .....................................................        2,992
                                                                      ---------
      Total income ...............................................      115,122
                                                                      ---------
  Expenses
    Advisory fees (Note 3) .......................................       38,679
    Administration fees (Note 3) .................................       30,082
    Professional fees ............................................       21,363
    Fund accounting fees .........................................       20,751
    Transfer agent fees ..........................................       13,538
    Custody fees .................................................        5,614
    Trustee fees .................................................        3,671
    Other ........................................................        1,465
    Registration fees ............................................        2,643
    Insurance expense ............................................        1,136
                                                                      ---------
      Total expenses .............................................      138,942
      Less, advisory fee waiver and absorption (Note 3) ..........      (71,048)
                                                                      ---------
      Net expenses ...............................................       67,894
                                                                      ---------
         NET INVESTMENT INCOME ...................................    $  47,228
                                                                      ---------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS

  Net realized gain from security transactions ...................      116,193
  Net change in unrealized appreciation on investments ...........       15,417
                                                                      ---------
      Net realized and unrealized gain on investments ............      131,610
                                                                      ---------
         NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ....    $ 178,838
                                                                      =========

See accompanying Notes to Financial Statements.

                                                                               7
<PAGE>
                             EDGAR LOMAX VALUE FUND

STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                               Year           Year
                                                              Ended          Ended
                                                            October 31,     October 31,
                                                               2000           1999
                                                           -----------    -----------
INCREASE IN NET ASSETS FROM
OPERATIONS
<S>                                                        <C>            <C>
  Net investment income ................................   $    47,228    $    30,291
  Net realized gain on security transactions ...........       116,193        217,244
  Net change in unrealized appreciation on investments .        15,417         91,218
                                                           -----------    -----------
    NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS       178,838        338,753
                                                           -----------    -----------

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
  From net investment income ...........................       (36,575)       (21,112)
  From net realized gains ..............................      (218,064)       (12,685)
                                                           -----------    -----------
    Total dividends and distibution to shareholders ....      (254,639)       (33,797)
                                                           -----------    -----------

TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
  Net increase in net assets derived
  from net change in outstanding shares (a) ............       568,395        667,788
                                                           -----------    -----------
    TOTAL INCREASE IN NET ASSETS .......................       492,594        972,744

NET ASSETS
Beginning of year ......................................     4,266,578      3,293,834
                                                           -----------    -----------
END OF YEAR ............................................   $ 4,759,172    $ 4,266,578
                                                           ===========    ===========
</TABLE>

(a) A summary of share transactions is as follows:
<TABLE>
<CAPTION>
                                                              Year                      Year
                                                             Ended                     Ended
                                                        October 31, 2000          October 31, 1999
                                                     -----------------------   -----------------------
                                                     Shares  Paid in Capital   Shares  Paid in Capital
                                                     ------  ---------------   ------  ---------------
<S>                                                  <C>       <C>             <C>       <C>
Shares sold ...................................      78,917    $ 840,075       69,273    $ 835,121
Shares issued on reinvestments of distributions       4,763       51,488          782        8,441
Shares redeemed ...............................     (30,703)    (323,168)     (15,423)    (175,774)
                                                     ------    ---------       ------    ---------
Net increase ..................................      52,977    $ 568,395       54,632    $ 667,788
                                                     ======    =========       ======    =========
</TABLE>

See accompanying Notes to Financial Statements.

8
<PAGE>
                             EDGAR LOMAX VALUE FUND

FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                  December 12,
                                                          Year         Year          1997*
                                                         Ended         Ended        through
                                                      October 31,   October 31,   October 31,
                                                          2000          1999          1998
                                                       ---------     ---------     ---------
<S>                                                    <C>           <C>           <C>
Net asset value, beginning of period ...............   $   11.85     $   10.78     $   10.00
                                                       ---------     ---------     ---------
Income from investment operations:
  Net investment income ............................        0.12          0.08          0.07
  Net realized and unrealized gain on investments ..        0.26          1.10          0.72
                                                       ---------     ---------     ---------
Total from investment operations ...................        0.38          1.18          0.79
                                                       ---------     ---------     ---------
Less distributions:
  From net investment income .......................       (0.10)        (0.07)        (0.01)
  From net realized gains ..........................       (0.61)        (0.04)         0.00
                                                       ---------     ---------     ---------
Total distributions ................................       (0.71)        (0.11)        (0.01)
                                                       ---------     ---------     ---------
Net asset value, end of period .....................   $   11.52     $   11.85     $   10.78
                                                       =========     =========     =========

TOTAL RETURN .......................................        3.65%        11.05%         7.89%++

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ..............   $   4,759     $   4,267     $   3,294

Ratio of expenses to average net assets:
  Before expense reimbursement .....................        3.59%         3.63%         4.67%+
  After expense reimbursement ......................        1.75%         1.75%         1.75%+

Ratio of net investment income to average net assets
  After expense reimbursement ......................        1.22%         0.81%         0.81%+

Portfolio turnover rate ............................       47.43%        41.85%        32.71%
</TABLE>

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

See accompanying Notes to Financial Statements.

                                                                               9
<PAGE>
                             EDGAR LOMAX VALUE FUND

NOTES TO FINANCIAL STATEMENTS AT OCTOBER 31, 2000
--------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION

     The Edgar Lomax Value 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 to seek growth of capital,  with a
secondary  objective of providing income.  The Fund began operations on December
12, 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 on 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
          are  valued at the most  recent  traded  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  October  31,  2000,  The  Edgar  Lomax  Company  (the
"Advisor")  provided  the Fund  with  investment  management  services  under an
Investment  Advisory  Agreement.  The Advisor  furnished all investment  advice,
office space, facilities, and provides most of the personnel needed by the Fund.
As  compensation  for its services,  the Advisor is entitled to a monthly fee at
the annual rate of 1.00%  based upon the  average  daily net assets of the Fund.
For the year ended October 31, 2000, the Fund incurred $38,679 in Advisory Fees.

10
<PAGE>
                             EDGAR LOMAX VALUE FUND

NOTES TO FINANCIAL STATEMENTS, continued
--------------------------------------------------------------------------------

     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 1.75% 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  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
a Fund's  payment of current  ordinary  operating  expenses.  For the year ended
October 31, 2000, the Advisor reduced its fees and absorbed Fund expenses in the
amount of  $71,048;  no  amounts  were  reimbursed  to the  Advisor.  Cumulative
expenses subject to recapture pursuant to the aforementioned conditions amounted
to $210,097.

     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 Funds;  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 Fund 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 October 31, 2000, the cost of purchases and the proceeds
from sales of securities, excluding short-term securities, were $2,180,608 and
$1,848,072, respectively.

                                                                              11
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
--------------------------------------------------------------------------------

To the Board of Trustees and Shareholders of
Edgar Lomax Value Fund

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 Edgar Lomax Value Fund (the "Fund")
at October 31, 2000, the results of its operations for the year then ended,  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
audits 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 October
31, 2000 by  correspondence  with the custodian,  provide a reasonable basis for
our opinion.  The  financial  highlights  for the period prior from December 12,
1997 through  October 31, 1998,  were audited by other  independent  accountants
whose report dated December 4, 1998  expressed an  unqualified  opinion on those
financial statements.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP


New York, New York
December 5, 2000

12
<PAGE>
                                 TAX DESIGNATION

The Fund hereby  designates  $160,044 as a capital  gain  dividend  for the year
ended October 31, 2000 under Section 852(b)(3)(c) of the Internal Revenue Code.

                                                                              13
<PAGE>
                                     ADVISOR
                             The Edgar Lomax Company
                         6564 Loisdale Court, Suite 310
                              Springfield, VA 22150
                            www.edgarlomax.cihost.com

                                   DISTRIBUTOR
                          First Fund Distributors, Inc.
                        4455 E. Camelback Rd., Ste. 261E
                                Phoenix, AZ 85018

                                    CUSTODIAN
                     Firstar Institutional Custody Services
                                425 Walnut Street
                              Cincinnati, OH 45202

                                 TRANSFER AGENT
                             ICA Fund Services Corp.
                        4455 E. Camelback Rd., Ste. 261E
                                Phoenix, AZ 85018
                                 (800) 385-7003

                             INDEPENDENT ACCOUNTANTS
                           PricewaterhouseCoopers LLP
                           1177 Avenue of the Americas
                               New York, NY 10036

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


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