ADVISORS FUND L P
N-30B-2, 1994-03-02
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<PAGE>
 
       [GRAPHIC]
       Box above fund name showing
       newspapers such as The Wall
       Street Journal, Investor's Daily,
       Barron's   and  Crain's  New  York  Business.
       Also shown are share certificates
       and a pocket watch.
 1993  Smith Barney Shearson
ANNUAL The
REPORT Advisors
       Fund L.P.
       ........................................
       DECEMBER 31, 1993
       NOTE: THE ADVISORS FUND L.P. HAS CLAIMED THE
       EXEMPTION PROVIDED BY COMMODITY EXCHANGE
       ACT REGULATION SECTION4.12(B)(2)(I).
 
                                                    [LOGO]
<PAGE>
                             The Advisors Fund L.P.
         DEAR FELLOW SHAREHOLDER:
 
                The  Advisors Fund, L.P.  (the "Fund") finished  the fiscal year
                ended December 31, 1993  up 4.81% versus  the Standard &  Poor's
                500  Composite Stock Price  Index ("S&P 500")  return of 10.12%.
          During the past year, the portfolio managers overall took too cautious
          an approach to the market, and the resulting short positions  effected
          positive returns gained from invested (long) positions.
 
<TABLE>
<CAPTION>
                                                 4TH QTR      1 YEAR      2 YEARS      3 YEARS     
INCEPTION
                                                 9/30/93     12/31/92    12/31/91     12/31/90      6/28/90
                                                    TO          TO          TO           TO           TO
                                                 12/31/93    12/31/93    12/31/93*    12/31/93*    
12/31/93*
                                                ----------  ----------  -----------  -----------  -----------
 <S>                                            <C>         <C>         <C>          <C>          
<C>
 -------------------------------------------------------------------------------------
 The Advisors Fund L.P.+                          (2.07)%       4.81%       7.75%       16.81%       
11.76%
 S&P 500**                                         2.38%       10.12%       8.86%       15.61%       
11.25%
 Ardsley Advisory Partners                        (3.28)        9.97        7.84        22.95        18.65
 Hellman, Jordan Management, Co., Inc.            (1.99)      (11.02)      (2.86)       15.16         
9.29
 Mark Asset Management Corporation                 4.06        22.67       16.68        26.71        
15.97
 Woodward & Associates Inc.                      (10.12)       (5.39)       9.24         N/A          
N/A
 --------------------------------------------------------------------
<FN>
 *Returns for the periods greater than one year are annualized.
 +Class A Shares. See page 3 for additional information.
**Results include reinvestment of all distributions.
</TABLE>
 
In the beginning months of 1993, the portfolio managers of the Fund believed
that the new U.S. administration's plans for economic stimulation and universal
health care reform would force interest rates higher and positioned the assets
of the Fund accordingly. In fact, interest rates moved lower and the Fund's
performance was effected accordingly. Although there were wide swings in
individual stocks and sectors of the market, both domestically and
internationally, the declines were not in a straight trading pattern. The
momentum of the market pushed all indices higher. During the first six months of
1993, the Fund had a short position in bonds, which negated most of the long
equity profits. Then, in the remaining half of the
 
                                                                               1
 
<PAGE>
year, the Fund in total had sizable bets in individual stocks, both long and
short, that failed to materialize. Throughout the year, the Fund was adversely
affected by the lack of volatility in the broad market as many of the trading
hedges failed to capture any real gains.
 
In the fourth quarter the Fund posted a loss of 2.07%1 versus a gain of 2.38%
for the S&P 500. Mark Asset Management Corporation ("MAMC") was the only manager
to post a positive return for the fourth quarter. MAMC was the leading manager
for the quarter and the year returning 4.06% and 22.67% for the respective time
periods. MAMC's diversified portfolio benefited from the strong international
move in 1993 with global franchise growth stocks performing well.
 
Ardsley Advisory Partners, on the other hand, found it difficult to maintain
momentum as selective growth stock investments, especially in the emerging
markets, did not materialize. Both the eclectic mix of stocks chosen by Woodward
& Associates Inc. and the market timing of Hellman, Jordan Management Co., Inc.
resulted in significant losses for the Fund.
 
The  Fund historically has had strong fourth  quarter results, but this year the
overly conservative posture of  the Fund coupled  with defensive hedges  negated
any  positive gains. We are  not pleased with these  performance results nor are
the portfolio managers of the Fund. As you know, the portfolio managers  receive
reduced  fees if the Fund underperforms the S&P 500 by a meaningful amount. This
was the case  in 1993 and  strong outperformance  in 1994 is  necessary for  the
portfolio managers to receive an increase in fees. We view 1994 as a potentially
positive  investment environment with continued  strong cash flows into equities
and fixed income,  a pick  up in  the economy  with solid  growth prospects  and
modest inflationary pressures. The Advisors Fund has outperformed the S&P 500 in
the past and our goal is to get back to these favorable comparisons in 1994.
 
2
 
<PAGE>
We  thank you for your support throughout  1993 as we look forward to continuing
to assist you in meeting your investment goals in 1994.
 
Sincerely,
 
Heath B. McLendon
Individual General Partner
 
February 4, 1994
 
1As of June  1, 1993, existing  shares of the  Fund were designated  as Class  A
 shares  subject to a maximum 5% front-end  sales charge. Prior to June 1, 1993,
 shares of  the  Fund now  designated  as Class  A  were subject  to  a  maximum
 front-end  sales  charge  of 5.5%.  The  Fund's average  annual  total returns,
 without the  deduction  of  the  applicable front-end  sales  charge,  for  the
 one-year  period  ended December  31,  1993, as  well  as from  commencement of
 operations (June  28,  1990) to  December  31,  1993, were  4.81%  and  11.76%,
 respectively.   All  average   annual  total   return  figures   shown  reflect
 reinvestment of dividends and capital gains.
 
 The Fund  began  offering Class  B  shares,  subject to  a  maximum  contingent
 deferred  sales charge (CDSC) of  5% on June 1,  1993. The Fund ceased offering
 Class B shares to the public on September 16, 1993. The Fund's cumulative total
 return for Class B shares of the Fund without the deduction of the maximum CDSC
 of 5% for  the period  from June  1, 1993 ended  December 31,  1993 was  2.92%.
 Assuming  the deduction  of the  maximum 5% CDSC,  this figure  would have been
 (2.08)%.  Please  consult  the  Notes  to  Financial  Statements  for  complete
 information on fees and expenses.
 
 NOTE:  All  figures  cited  here  and on  the  following  pages  represent past
 performance and are  not necessarily indicative  of future results.  Investment
 return  and  principal  value  of  an  investment  will  fluctuate  so  that an
 investor's shares upon redemption may be worth more or less than original cost.
 
                                                                               3
<PAGE>
The Advisors Fund L.P.
 
- ---------------------------------------------------------------------------
  HISTORICAL PERFORMANCE -- CLASS A SHARES
 
<TABLE>
<CAPTION>
 Year Ended               Net Asset Value      Total
 December 31,           Beginning    Ending    Return+
 <S>                    <C>          <C>       <C>
 ------------------------------------------------------
 6/28/90 - 12/31/90        $18.90    $17.51     (7.35)%
 ------------------------------------------------------
 1991                       17.51     24.04     37.29
 ------------------------------------------------------
 1992                       24.04     26.63     10.77
 ------------------------------------------------------
 1993                       26.63     27.91      4.81
 ------------------------------------------------------
 Cumulative Total Return from 6/28/90
 through 12/31/93                               47.67%
 ------------------------------------------------------
<FN>
+As of June 1, 1993, existing shares of the Fund were designated as Class A
 shares subject to a maximum 5.0% front-end sales charge. Prior to June 1, 1993,
 shares of the Fund now designated as Class A were subject to a maximum
 front-end sales charge of 5.5%. All average annual total return figures shown
 reflect reinvestment of dividends and capital gains. All figures cited here and
 on the following pages represent past performance and are not necessarily
 indicative of future results. Investment return and principal value of an
 investment will fluctuate so that an investor's shares upon redemption may be
 worth more or less than original cost.
</TABLE>
 
- --------------------------------------------------------------------
  AVERAGE ANNUAL TOTAL RETURN -- CLASS A SHARES**
 
<TABLE>
<CAPTION>
                                                  Without Sales Charge     With Sales Charge
<S>                                               <C>                      <C>
- ---------------------------------------------------------------------------
Year Ended 12/31/93                                        4.81%                 (0.43 )%
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Inception 6/28/90 through 12/31/93                        11.76%                 10.14 %
- ---------------------------------------------------------------------------
<FN>
**All average annual total return figures shown assume the deduction of the
  maximum 5.0% sales charge at the time of purchase. The Fund commenced
  operations on June 28, 1990.
  NOTE: As of June 1, 1993, existing shares of the Fund were designated as Class
  A -- subject to a maximum 5.0% front-end sales charge and an annual service
  fee of 0.25% of average daily net assets attributable to that class. The
  Fund's average annual rates of return would have been lower had the service
  fee been in effect prior to June 1, 1993.
</TABLE>
 
4
 
<PAGE>
A line graph depicting the total growth (including reinvestment of dividends and
capital  gains) of  a hypothetical investment  of $25,000 in  The Advisor's Fund
Class B shares on June  1, 1993 through December 31,  1993 as compared with  the
growth of a $25,000 investment in the Standard Poor's 500 Composite Stock Index.
The plot points used to draw the line graph were as follows:
 
<TABLE>
<CAPTION>
                      GROWTH OF $25,000                 GROWTH OF $25,000
                 INVESTED IN CLASS B SHARES    INVESTMENT IN THE STANDARD & 
POOR'S
  MONTH ENDED            OF THE FUND                500 COMPOSITE STOCK INDEX
 <S>            <C>                            <C>
   06/28/90                     $23,750                     --
     06/90                       23,813                             $25,000
     07/90                       23,247                              24,920
     09/90                       19,942                              21,569
     12/90                       22,003                              23,499
     03/91                       26,904                              26,907
     06/91                       25,748                              26,843
     09/91                       28,211                              28,275
     12/91                       30,209                              30,643
     03/92                       29,380                              29,870
     06/92                       27,872                              39,437
     09/92                       28,877                              31,397
     12/92                       33,464                              32,974
     03/93                       33,187                              34,412
     06/93                       33,665                              34,577
     09/93                       35,813                              35,467
     12/93                       35,072                              36,311
</TABLE>
 
+ Hypothetical illustration of $25,000 invested in Class A shares on June 28,
  1990 assuming deduction of the maximum 5.0% sales charge at the time of
  investment and reinvestment of dividends and capital gains at net asset value
  through December 31, 1993.
 
  The Standard & Poor's 500 Composite Stock Price Index ("S&P 500") is an index
  composed of 500 widely held common stocks listed on the New York Stock
  Exchange, American Stock Exchange and over-the-counter market. It is useful in
  depicting the general movement of the stock market, but because it is
  unmanaged, the S&P 500 is not subject to the same management and trading
  expenses of a mutual fund. Index information is available at month-end only;
  therefore, the closest month-end to inception date of the Fund has been used.
 
  NOTE: All figures cited here and on the following pages represent past
  performance of the Fund and are not indicative of future results of Class A
  shares.
 
                                                                               5
 
<PAGE>
The Advisors Fund L.P.
 
- ---------------------------------------------------------------------------
  HISTORICAL PERFORMANCE -- CLASS B SHARES
 
<TABLE>
<CAPTION>
 Year Ended               Net Asset Value      Total
 December 31,           Beginning    Ending    Return*
 <S>                    <C>          <C>       <C>
 -----------------------------------------------------
 6/1/93 - 12/31/93         $27.01    $27.80      2.92%
 -----------------------------------------------------
 Cumulative Total Return from 6/1/93
 through 12/31/93                                2.92%
 -----------------------------------------------------
<FN>
*Figures do not assume deduction of the contingent deferred sales charge
 ("CDSC").
</TABLE>
 
- --------------------------------------------------------------------
  CUMULATIVE TOTAL RETURN -- CLASS B SHARES**
 
<TABLE>
<CAPTION>
                                                  Without CDSC     With CDSC
<S>                                               <C>              <C>
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Inception 6/1/93 through 12/31/93                      2.92%         (2.08)%
- ---------------------------------------------------------------------------
<FN>
**All  cumulative total return figures shown assume the deduction of the maximum
  5.0% CDSC.
  NOTE: The Fund began offering Class B shares on June 1, 1993 subject to a
  maximum 5.0% CDSC and annual service and distribution fees of 0.25% and 0.75%,
  respectively, of the value of average daily net assets attributable to that
  class. As of September 16, 1993 the Fund ceased all sales of Class B shares.
</TABLE>
 
6
 
<PAGE>
A line graph depicting the total growth (including reinvestment of dividends and
capital gains)  of a  hypothetical  investment of  $10,000 in  Investment  Funds
Government  Securities Fund's Class B shares on March 20, 1984 and the growth of
the original shares,  through June 30,  1993. The line  graph demonstrates  that
since  inception, the  hypothetical investment  of $10,000  would have  grown to
$13,262 including  the  value  of  reinvested dividends  and  capital  gains  of
approximately  $23,372. The  plot points  used to  draw the  line graph  were as
follows:
 
<TABLE>
<CAPTION>
                      GROWTH OF $25,000                 GROWTH OF $25,000
                 INVESTED IN CLASS B SHARES    INVESTMENT IN THE STANDARD & 
POOR'S
  MONTH ENDED            OF THE FUND                500 COMPOSITE STOCK INDEX
 <S>            <C>                            <C>
   05/31/93               --                                        $25,000
   06/01/93                     $25,000                     --
     06/93                       24,787                              25,073
     09/93                       26,324                              25,719
     12/93                       24,481                              26,331
</TABLE>
 
+ Hypothetical illustration of $25,000 invested in Class B shares on June 1,
  1993 assuming deduction of the maximum 5.0% CDSC at the time of redemption and
  reinvestment of dividends and capital gains at net asset value through
  December 31, 1993.
 
  The Standard & Poor's 500 Composite Stock Price Index ("S&P 500") Stock Index
  is an index composed of 500 widely held common stocks listed on the New York
  Stock Exchange, American Stock Exchange and over-the-counter market. It is
  useful in depicting the general movement of the stock market, but because it
  is unmanaged, the S&P 500 is not subject to the same management and trading
  expenses of a mutual fund.
 
  NOTE: All figures cited here and on the following pages represent past
  performance of the Fund and are not indicative of future results of Class B
  shares.
 
 * Value does not assume deduction of applicable CDSC.
 
** Value assumes deduction of applicable CDSC (assuming redemption on December
   31, 1993).
 
                                                                               7
<PAGE>
The Advisors Fund L.P.
 
- ---------------------------------------------------------------------------
  PORTFOLIO HIGHLIGHTS                                         DECEMBER 31, 1993
 
SUMMARY OF PORTFOLIO OF INVESTMENTS
 
<TABLE>
<S>                                 <C>     <C>            <C>      <C>
COMMON STOCKS
  Domestic                           67.4%  $ 88,042,758
  Foreign                            13.4     17,458,324
- --------------------------------------------------------------------------------
</TABLE>
 
<TABLE>
<S>                                              <C>      <C>
     Total Common Stocks                           80.8%  $105,501,082
Warrants                                            0.0         26,209
Options Purchased                                   2.2      2,927,102
U.S. Treasury Obligations                          18.4     24,046,021
Units                                               0.0         14,463
Certificates of Deposit                             2.7      3,474,300
- ----------------------------------------------------------------------
Total Investments                                 104.1    135,989,177
- ----------------------------------------------------------------------
Other Assets and Liabilities (Net)                  8.2     10,684,633
Futures Contracts                                  (9.5)   (12,374,175)
Put Options Written                                (0.0)        (2,500)
Investments Sold Short                             (2.8)    (3,722,312)
- ----------------------------------------------------------------------
Net Assets                                        100.0%  $130,574,823
- ----------------------------------------------------------------------
</TABLE>
 
TOP TEN HOLDINGS
 
<TABLE>
<CAPTION>
                                                                   Percentage of
Issuer                                                              Net Assets
<S>                                                                <C>
- --------------------------------------------------------------------
U.S. TREASURY BILLS, 3.20% DUE 04/07/94                                  12.9%
U.S. TREASURY BILLS, 3.25% DUE 01/27/94                                   4.9
MICROSOFT CORPORATION                                                     3.1
GRUPO TELEVISA ADR                                                        2.4
ORACLE SYSTEMS CORPORATION                                                2.0
FLEET FINANCIAL CORPORATION, INC. NEW                                     1.8
COCA-COLA COMPANY                                                         1.6
LENNAR CORPORATION                                                        1.6
VODAPHONE GROUP PLC, ADR                                                  1.5
MCDONALD'S CORPORATION                                                    1.5
</TABLE>
 
8
<PAGE>
The Advisors Fund L.P.
 
- ------------------------------------------
  PORTFOLIO OF INVESTMENTS                                     DECEMBER 31, 1993
 
<TABLE>
<CAPTION>
                                                                    MARKET VALUE
    SHARES                                                            (NOTE 1)
 <C>                    <S>                                         <C>
 --------------------------------------------------------------------------------
 COMMON STOCKS -- DOMESTIC -- 67.4%
                        COMPUTER SOFTWARE -- 9.0%
        15,000          BMC Software Inc.+                          $     720,000
        12,600          Broadway & Seymour Inc.+                          126,000
        15,971          Electronic Arts+                                  479,130
        25,000          Gupta Corporation+                                490,625
         2,875          Informix Corporation+                              61,094
         3,826          Lotus Development Corporation+                    210,430
        50,000          Microprose+                                       450,000
        50,657          Microsoft Corporation+                          4,084,221
        90,116          Oracle Systems Corporation+                     2,590,835
        40,000          Ross Systems, Inc.+                               260,000
        35,818          Santa Cruz Operation Inc.+                        241,771
        20,000          Sierra On-Line Inc.+                              367,500
        19,691          Sybase Inc.+                                      827,022
        50,000          Symantec Corporation+                             912,500
 --------------------------------------------------------------------------------
                                                                       11,821,128
 --------------------------------------------------------------------------------
                        COMMUNICATIONS -- 8.8%
        62,133          Associated Communications Corporation,
                        Class B+                                        1,770,791
         1,464          Cellular Communications, Inc.+                     32,940
        12,001          Cellular Communications, International+           258,021
        30,000          Cellular, Inc.+                                   525,000
        47,706          Comcast Corporation, Class A, Special           1,717,416
         6,491          Comcast Corporation, Class A                      236,110
        30,000          Compression Labs, Inc.+                           367,500
        15,000          DSC Communications Corporation+                   922,500
        15,891          General Instrument Corporation+                   891,882
        55,000          Intelcom Group Inc.+                              962,500
        20,000          MFS Communication Company, Inc.+                  650,000
       135,000          Mitel Corporation+                                793,125
        21,883          Pactel Corporation+                               544,340
         7,101          Starsight Telecast Inc.+                          131,369
        58,419          Tele-Communications Inc., Class A+              1,767,175
 --------------------------------------------------------------------------------
                                                                       11,570,669
 --------------------------------------------------------------------------------
                        FINANCIAL SERVICES -- 8.0%
        35,000          Albank Financial Corporation+                     686,875
        18,216          Citicorp+                                         669,438
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
                                                                               9
 
<PAGE>
The Advisors Fund L.P.
 
- -------------------------------------------------------------
  PORTFOLIO OF INVESTMENTS (CONTINUED)                         DECEMBER 31, 1993
 
<TABLE>
<CAPTION>
                                                                    MARKET VALUE
    SHARES                                                            (NOTE 1)
 --------------------------------------------------------------------------------
 <C>                    <S>                                         <C>
 COMMON STOCKS -- DOMESTIC -- (CONTINUED)
                        FINANCIAL SERVICES -- (CONTINUED)
        25,000          First Interstate Bancorp                    $   1,603,125
        70,000          Fleet Financial Group, Inc. New                 2,336,250
        55,600          Life Partners Group, Inc.                       1,118,950
        45,032          Merrill Lynch & Company, Inc.                   1,891,344
        35,000          ONBANCorp, Inc.                                 1,229,375
         6,950          Wells Fargo & Company                             899,156
 --------------------------------------------------------------------------------
                                                                       10,434,513
 --------------------------------------------------------------------------------
                        HEALTH CARE -- 6.8%
        30,000          Alpha Beta Technology Inc.+                       967,500
        15,000          ALZA, Corporation+                                420,000
         5,300          Amrion, Inc.+                                      40,413
        40,000          CellPro Inc.+                                   1,390,000
        65,000          Centocor Inc.+                                    771,875
        15,000          Collagen Corporation+                             416,250
        40,000          Cortech, Inc.+                                    550,000
         5,333          Cytel Corporation+                                 25,332
        30,000          Cytotherapeutics, Inc.+                           367,500
        80,000          Liposome Company+                                 530,000
        28,500          Medical Care America, Inc.+                       651,938
        30,000          Merck and Company, Inc.                         1,031,250
        40,000          Perseptive Biosystems Inc.+                     1,150,000
        40,000          Recognition International Inc.+                   600,000
 --------------------------------------------------------------------------------
                                                                        8,912,058
 --------------------------------------------------------------------------------
                        COMPUTERS -- 4.5%
        30,000          Auspex Systems, Inc.+                             285,000
        25,000          Chipcom Corporation+                            1,262,500
        20,000          Cisco Systems, Inc.+                            1,292,500
         8,544          Intel Corporation                                 529,728
         8,950          International Business Machines                   505,675
         4,136          Motorola Inc.                                     382,063
        40,000          Seagate Technology+                               950,000
        20,174          Sequent Computer Systems Inc.+                    307,653
        10,336          Wang Labs, Inc., New+**                           175,712
        15,213          Western Digital Corporation+                      138,819
 --------------------------------------------------------------------------------
                                                                        5,829,650
 --------------------------------------------------------------------------------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
10
 
<PAGE>
The Advisors Fund L.P.
 
- -------------------------------------------------------------
  PORTFOLIO OF INVESTMENTS (CONTINUED)                         DECEMBER 31, 1993
 
<TABLE>
<CAPTION>
                                                                    MARKET VALUE
    SHARES                                                            (NOTE 1)
 --------------------------------------------------------------------------------
 <C>                    <S>                                         <C>
 COMMON STOCKS -- DOMESTIC -- (CONTINUED)
                        RESTAURANTS AND HOTELS -- 3.9%
         1,460          Hilton Hotels Corporation                   $      88,695
        10,582          Hospitality Franchise Systems+                    562,169
        87,964          Host Marriott Corporation                         802,671
         5,864          La Quinta Inns Inc.                               206,706
        44,408          Marriott Corporation                            1,287,832
        34,300          McDonald's Corporation                          1,955,100
         7,007          Mirage Resorts, Inc.+                             167,292
 --------------------------------------------------------------------------------
                                                                        5,070,465
 --------------------------------------------------------------------------------
                        LEISURE AND ENTERTAINMENT -- 3.4%
         1,500          Boyd Gaming Corporation+                           20,062
        35,000          Delta Queen Steamboat Company                     608,125
        30,889          Disney (Walt) Company                           1,316,644
        40,000          Funco Inc.+                                       600,000
        15,923          Paramount Communications Inc.                   1,232,042
        14,982          Time Warner, Inc.                                 662,954
 --------------------------------------------------------------------------------
                                                                        4,439,827
 --------------------------------------------------------------------------------
                        CONSUMER PRODUCTS -- 3.3%
        55,000          Carter-Wallace Inc.                             1,175,625
        15,000          Eastman Kodak Company                             840,000
        19,609          Gillette Company, Inc.                          1,169,187
        25,041          Nike, Inc., Class B                             1,161,276
 --------------------------------------------------------------------------------
                                                                        4,346,088
 --------------------------------------------------------------------------------
                        BROADCASTING AND CABLE TELEVISION -- 3.3%
        53,257          Liberty Media Corporation, Class A+             1,551,110
        10,000          Preferred Entertainment, Inc.+                    205,000
        44,066          QVC Network Inc.+                               1,729,590
         2,250          Viacom, Inc., Class A+                            109,969
        14,735          Viacom, Inc., Class B, Non-Voting+                661,233
 --------------------------------------------------------------------------------
                                                                        4,256,902
 --------------------------------------------------------------------------------
                        HOME AND BUILDING SUPPLIES -- 2.8%
        20,000          Home Depot Inc.                                   790,000
        17,831          Kaufman & Broad Home Corporation                  423,486
        59,370          Lennar Corporation                              2,026,001
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
                                                                              11
 
<PAGE>
The Advisors Fund L.P.
 
- -------------------------------------------------------------
  PORTFOLIO OF INVESTMENTS (CONTINUED)                         DECEMBER 31, 1993
 
<TABLE>
<CAPTION>
                                                                    MARKET VALUE
    SHARES                                                            (NOTE 1)
 --------------------------------------------------------------------------------
 <C>                    <S>                                         <C>
 COMMON STOCKS -- DOMESTIC -- (CONTINUED)
                        HOME AND BUILDING SUPPLIES -- (CONTINUED)
         8,553          Pulte Corporation                           $     310,046
         5,600          Southern Energy Homes Inc.+                       105,700
 --------------------------------------------------------------------------------
                                                                        3,655,233
 --------------------------------------------------------------------------------
                        OIL AND GAS -- 2.3%
        80,000          American Oil & Gas Corporation+                   810,000
        20,000          Associated Natural Gas Corporation                632,500
       120,000          Forest Oil Corporation+                           525,000
        25,000          Hornbeck Offshore Services, Inc.+                 362,500
         4,000          Mercer International Inc.+                         56,500
        75,000          Noble Drilling Corporation+                       656,250
 --------------------------------------------------------------------------------
                                                                        3,042,750
 --------------------------------------------------------------------------------
                        AUTOMOTIVE -- 2.3%
        25,700          Chrysler Corporation                            1,368,525
        25,000          Ford Motor Company                              1,612,500
 --------------------------------------------------------------------------------
                                                                        2,981,025
 --------------------------------------------------------------------------------
                        FOOD AND BEVERAGE -- 2.0%
        65,000          Chock Full O Nuts, Corporation+                   520,000
        46,566          Coca-Cola Company                               2,078,007
           250          Snapple Beverage Corporation+                       6,563
 --------------------------------------------------------------------------------
                                                                        2,604,570
 --------------------------------------------------------------------------------
                        ELECTRONICS -- 1.6%
        15,000          Arrow Electronics+                                626,250
        24,946          Best Buy Company+                               1,159,989
        30,000          Brooktree Corporation+                            315,000
         3,300          TSS Ltd.+                                           1,547
 --------------------------------------------------------------------------------
                                                                        2,102,786
 --------------------------------------------------------------------------------
                        TECHNOLOGY -- 1.3%
        15,000          Newbridge Networks Corporation+                   821,250
        13,300          Valence Technology+                               202,825
       100,000          Vtel Corporation+                                 650,000
 --------------------------------------------------------------------------------
                                                                        1,674,075
 --------------------------------------------------------------------------------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
12
 
<PAGE>
The Advisors Fund L.P.
 
- -------------------------------------------------------------
  PORTFOLIO OF INVESTMENTS (CONTINUED)                         DECEMBER 31, 1993
 
<TABLE>
<CAPTION>
                                                                    MARKET VALUE
    SHARES                                                            (NOTE 1)
 --------------------------------------------------------------------------------
 <C>                    <S>                                         <C>
 COMMON STOCKS -- DOMESTIC -- (CONTINUED)
                        MANUFACTURING -- 1.3%
         7,764          Caterpillar Inc.                            $     690,996
        25,000          Ventritex Inc.+                                   981,250
 --------------------------------------------------------------------------------
                                                                        1,672,246
 --------------------------------------------------------------------------------
                        RETAIL -- 1.1%
         1,093          Barnes and Noble+                                  27,188
        22,500          CompUSA Inc.+                                     450,000
         1,125          Sportmart Inc.+                                    19,969
        21,957          Toys "R" Us Inc.+                                 897,492
 --------------------------------------------------------------------------------
                                                                        1,394,649
 --------------------------------------------------------------------------------
                        CONSUMER DURABLES -- 0.9%
        11,600          Code Alarm Inc.+                                  139,200
         9,865          Duracell International, Inc.                      353,907
        20,965          United International Holdings Inc., Class
                        A+                                                718,051
 --------------------------------------------------------------------------------
                                                                        1,211,158
 --------------------------------------------------------------------------------
                        PHARMACEUTICALS -- 0.4%
        28,500          Chronimed Inc.+                                   477,375
 --------------------------------------------------------------------------------
                        REAL ESTATE -- 0.2%
        13,359          Spieker Properties, Inc.                          250,481
 --------------------------------------------------------------------------------
                        TRANSPORTATION -- 0.1%
         1,268          UAL Corporation+                                  185,128
 --------------------------------------------------------------------------------
                        ENERGY -- 0.1%
         4,126          Consolidated Electric Power Asia@                  70,658
 --------------------------------------------------------------------------------
                        MINING -- 0.0%
         3,550          TVX Gold Inc.+                                     23,519
 --------------------------------------------------------------------------------
                        CONSTRUCTION -- 0.0%
         1,090          Engle Homes Inc.                                   15,805
 --------------------------------------------------------------------------------
                        TOTAL COMMON STOCKS -- DOMESTIC
                        (Cost $70,221,091)                             88,042,758
 --------------------------------------------------------------------------------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
                                                                              13
 
<PAGE>
The Advisors Fund L.P.
 
- -------------------------------------------------------------
  PORTFOLIO OF INVESTMENTS (CONTINUED)                         DECEMBER 31, 1993
 
<TABLE>
 <C>                    <S>                                         <C>
 COMMON STOCKS -- FOREIGN -- 13.4%
                        MEXICO -- 6.7%
         7,854          Coca-Cola Femsa ADR+                        $     257,218
        30,000          Empresas ICA Sociedad Controlee SA ADR            847,500
        50,000          Grupo Carso SA de CV ADR+                       1,070,313
        55,700          Grupo Fin Serfin SA de CV SP ADR+               1,643,150
        44,603          Grupo Televisa ADR+                             3,122,210
        18,133          Panamerican Beverage Inc. ADR+                    693,587
        15,000          Telefonos de Mexico SA, ADR+                    1,012,500
 --------------------------------------------------------------------------------
                                                                        8,646,478
 --------------------------------------------------------------------------------
                        HONG KONG -- 3.2%
       200,000          Cheung Kong Holdings+                           1,222,906
       200,000          Dah SIng Financial Holdings+                      957,618
     1,000,000          Fairwood Holdings+                                417,340
       800,000          Giordano Holdings+                                414,104
       410,000          Hanny Magnetics Holdings, Ltd.+                   183,049
       200,000          Hutchison Whampoa                                 996,442
 --------------------------------------------------------------------------------
                                                                        4,191,459
 --------------------------------------------------------------------------------
                        GREAT BRITAIN -- 1.5%
        22,333          Vodafone Group Plc ADR                          1,993,220
 --------------------------------------------------------------------------------
                        ARGENTINA -- 0.7%
        20,000          Buenos Aires Embotella SA, Class B ADR            900,000
 --------------------------------------------------------------------------------
                        OTHER -- 1.3%
       273,894          Cifra ADR                                         876,460
       100,000          Flextech Ord., 10P+                               556,734
        40,731          Hopewell Holdings Ltd. ADR                        264,751
         1,500          Videotron Com NPV                                  29,222
 --------------------------------------------------------------------------------
                                                                        1,727,167
 --------------------------------------------------------------------------------
                        TOTAL COMMON STOCKS -- FOREIGN
                        (Cost $12,501,849)                             17,458,324
 --------------------------------------------------------------------------------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
14
 
<PAGE>
The Advisors Fund L.P.
 
- -------------------------------------------------------------
  PORTFOLIO OF INVESTMENTS (CONTINUED)                         DECEMBER 31, 1993
<TABLE>
<CAPTION>
                                                                    MARKET VALUE
    SHARES                                                            (NOTE 1)
 --------------------------------------------------------------------------------
 <C>                    <S>                                         <C>
 WARRANTS -- 0.0%
         4,558          International Finance Corporation expires
                        09/25/95+                                   $      26,209
         7,962          Xoma Corporation, expire 6/12/95+                       0
 --------------------------------------------------------------------------------
                        TOTAL WARRANTS
                        (Cost $19,554)                                     26,209
 --------------------------------------------------------------------------------
 UNITS -- 0.0% (COST $26,413)
         8,900          TSS Ltd., 0% 1998 unit 3&2+                        14,463
 --------------------------------------------------------------------------------
 
<CAPTION>
   CONTRACTS
 <C>                    <S>                                         <C>
 --------------------------------------------------------------------------------
 CALL OPTIONS PURCHASED -- 2.0%
            24          Advanced Micro Devices, Inc., January,
                        $15.00                                              7,200
           150          Alza Corporation, January, $25.00                  52,500
            92          Apple Computer, Inc., January, $25.00              42,550
            13          Compaq Computer Corporation, January,
                        $65.00                                             11,700
            26          Compaq Computer Corporation, January,
                        $70.00                                             11,375
            42          Disney Walt Company, January, $35.00               34,125
            72          Echo Bay Mines, Ltd., January, $10.00              20,700
            13          Hilton Hotels Corporation, January,
                        $40.00                                             27,788
            26          Hilton Hotels Corporation, January,
                        $45.00                                             39,000
            13          Hilton Hotels Corporation, April, $40.00           26,650
            62          Intel Corporation, January, $45.00                106,950
            32          Intel Corporation, January, $50.00                 42,800
            33          International Business Machines
                        Corporation, January, $45.00                      383,050
            34          Lotus Development Corporation, January,
                        $35.00                                             68,000
            21          Lotus Development Corporation, January,
                        $50.00                                             11,025
           400          Merck & Company Inc., January, $30.00             175,000
            30          Microsoft Corporation, January, $70.00             31,875
            19          Mirage Resorts, Inc., January, $20.00               7,600
            47          Motorola Inc., January, $75.00                     81,663
            50          Motorola Inc., January, $80.00                     67,500
           350          National Medical Enterprises Inc.,
                        January $10.00                                    131,250
           250          Oryx Energy Company, July, $15.00                  81,250
           231          Paramount Communications Inc., January,
                        $70.00                                            190,575
            53          Paramount Communications Inc., January,
                        $75.00                                             22,525
            86          Standard & Poor's 100, January, $425.00++          83,850
            26          Snapple Beverage Corporation, January,
                        $20.00                                             15,925
            78          Snapple Beverage Corporation, January,
                        $17.50                                             67,275
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
                                                                              15
 
<PAGE>
The Advisors Fund L.P.
 
- -------------------------------------------------------------
  PORTFOLIO OF INVESTMENTS (CONTINUED)                         DECEMBER 31, 1993
 
<TABLE>
<CAPTION>
                                                                    MARKET VALUE
   CONTRACTS                                                          (NOTE 1)
 --------------------------------------------------------------------------------
 <C>                    <S>                                         <C>
 CALL OPTIONS PURCHASED -- (CONTINUED)
           300          Telefonos de Mexico SA, January, $50.00     $     525,000
            25          Times Mirror Co., Series A, March, $25.00          20,938
            32          UAL Corporation, January, $130.00                  51,600
            16          UAL Corporation, January, $135.00                  18,600
             8          UAL Corporation, January, $140.00                   5,900
             8          UAL Corporation, February, $130.00                 13,900
            56          Wells Fargo & Company, January, $85.00            248,500
 --------------------------------------------------------------------------------
                        TOTAL CALL OPTIONS PURCHASED
                        (Cost $2,310,371)                               2,726,139
 --------------------------------------------------------------------------------
 PUT OPTIONS PURCHASED -- 0.2%
           111          Glaxo, January, $25.00                             43,013
            56          International Game Technology, January,
                        $40.00                                             60,200
            26          Limited, Inc., January, $20.00                      8,125
           344          Standard & Poor's 100 Index, January,
                        $425.00++                                          79,550
            26          Storage Technology Corporation, January,
                        $35.00                                             10,075
 --------------------------------------------------------------------------------
                        TOTAL PUT OPTIONS PURCHASED
                        (Cost $219,804)                                   200,963
 --------------------------------------------------------------------------------
 
<CAPTION>
  FACE VALUE
 <C>                    <S>                                         <C>
 --------------------------------------------------------------------------------
 U.S. TREASURY OBLIGATIONS -- 18.4%
 $   6,500,000          U.S. Treasury Bills, 3.25%# due
                        1/27/94+++                                      6,408,295
       800,000          U.S. Treasury Bills, 3.23%# due 2/3/94+++         796,536
    17,000,000          U.S. Treasury Bills, 3.20%# due 4/7/94+++      16,841,190
 --------------------------------------------------------------------------------
                        TOTAL U.S. TREASURY OBLIGATIONS
                        (Cost $24,045,163)                             24,046,021
 --------------------------------------------------------------------------------
 CERTIFICATES OF DEPOSIT -- FOREIGN -- 2.7%
     1,500,000          Bayerische Landesbank, 4.00% due
                        3/11/94***                                      1,737,150
     1,500,000          Deutsche Bank, 4.00% due 3/11/94***             1,737,150
 --------------------------------------------------------------------------------
                        TOTAL CERTIFICATES OF DEPOSIT
                        (Cost $3,000,000)                               3,474,300
 --------------------------------------------------------------------------------
 TOTAL INVESTMENTS (Cost $112,344,245*)                    104.1%     135,989,177
 --------------------------------------------------------------------------------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
16
 
<PAGE>
The Advisors Fund L.P.
 
- -------------------------------------------------------------
  PORTFOLIO OF INVESTMENTS (CONTINUED)                         DECEMBER 31, 1993
<TABLE>
<CAPTION>
                                                                    MARKET VALUE
   CONTRACTS                                                          (NOTE 1)
 --------------------------------------------------------------------------------
 <C>                    <S>                                         <C>
 FUTURES CONTRACTS -- SHORT POSITIONS -- (9.5)% (COST $12,373,223)
           (53)         Standard & Poor's 500 Index Futures,
                        March 1994++                                $ (12,374,175)
 --------------------------------------------------------------------------------
 PUT OPTIONS WRITTEN -- (0.0)% (PREMIUM RECEIVED $83,173)
           400          Merck & Company Inc., January, $30.00              (2,500)
 --------------------------------------------------------------------------------
 
<CAPTION>
    SHARES
 <C>                    <S>                                         <C>
 --------------------------------------------------------------------------------
 INVESTMENTS SOLD SHORT -- (2.8)%
       (10,000)         Apple Computer                                   (292,500)
       (56,100)         Glaxo Holdings Plc, ARD                        (1,171,088)
       (50,000)         Greenwich Pharmaceuticals                        (137,500)
          (100)         International Game Technology                      (2,950)
       (20,000)         Merrill Corporation                              (540,000)
        (7,800)         Price/Costso Inc.                                (150,150)
       (15,000)         Ultratech Stepper                                (275,625)
       (20,000)         U.S. Healthcare                                (1,152,500)
 --------------------------------------------------------------------------------
                        TOTAL INVESTMENTS SOLD SHORT
                        (Contract amount $3,704,899)                   (3,722,312)
 --------------------------------------------------------------------------------
 OTHER ASSETS & LIABILITIES (NET)                            8.2%      10,684,633
 --------------------------------------------------------------------------------
 NET ASSETS                                               100.0%    $ 130,574,823
 --------------------------------------------------------------------------------
<FN>
  *Aggregate cost for Federal tax purposes.
 **When issued security (see Note 1).
***The principal amount to be received upon maturity is indexed to the average
   of the offer yields quoted on two, five, and seven year French Franc swaps.
   The redemption amount received may be more or less than the security's
   original face amount.
  +Non-income producing securities.
 ++In the case of exercise, settlement is made in cash.
 +++U.S. Treasury Bills aggregating $24,046,021 have been pledged to
    collateralize futures contracts, written options and short investment
    positions in accordance with the Fund's Prospectus.
  #Annualized yield to maturity (unaudited).
  @Security exempt from registration under Rule 144A of the Securities Act of
   1933. These securities may be resold in transactions exempt from
   registration, normally to qualified institutional buyers.
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
                                                                              17
<PAGE>
The Advisors Fund L.P.
 
- ---------------------------------------------------------------------------
  STATEMENT OF ASSETS AND LIABILITIES                          DECEMBER 31, 1993
 
<TABLE>
<S>                                             <C>              <C>
ASSETS:
    Investments, at value (Cost
      $112,344,245) (Note 1)
      See accompanying schedule                                  $  135,989,177
    Cash                                                                332,411
    Aggregate exercise cost of futures --
      short position                                                 12,373,223
    Receivable for short sales                                        3,704,899
    Receivable for investment securities
      sold                                                            1,051,638
    Unamortized organization costs (Note 6)                             232,018
    Interest and dividends receivable                                   206,401
    Receivable for short sales closed                                    35,000
    Other assets                                                         15,687
- -------------------------------------------------------------------------------
   TOTAL ASSETS                                                     153,940,454
- -------------------------------------------------------------------------------
LIABILITIES:
    Financial futures contracts -- short
      position, at value
      (Contract amount $12,373,223 ) (Note
      1)
      See accompanying schedule                 $ 12,374,175
    Notes payable (Note 7)                         4,601,806
    Investments sold short, at value
      (Contract amount $3,704,899) (Note 1)
      See accompanying schedule                    3,722,312
    Payable for investment securities
      purchased                                    2,250,436
    Investment advisory fee payable (Note
      2)                                             107,490
    Custodian fees payable (Note 2)                   65,713
    Payable for shares redeemed                       34,888
    Administration fee payable (Note 2)               27,670
    Service fees payable (Note 3)                     27,670
    Transfer agent fees payable (Note 2)               7,700
    Distribution fee payable (Note 3)                  2,611
    Put Options written, at value (Premium
      received $83,173)
      (Note 1) See accompanying schedule               2,500
    Accrued expenses and other payables              140,660
- -------------------------------------------------------------------------------
   TOTAL LIABILITIES                                                 23,365,631
- -------------------------------------------------------------------------------
NET ASSETS                                                       $  130,574,823
- -------------------------------------------------------------------------------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
18
 
<PAGE>
The Advisors Fund L.P.
 
- ------------------------------------------
  STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)
 
DECEMBER 31, 1993
 
<TABLE>
<S>                                          <C>
SHARES represented by:
    Individual General Partners                        79,370
    Shareholders                                    4,599,131
- -------------------------------------------------------------
    Total Shares                                    4,678,501
- -------------------------------------------------------------
NET ASSETS consist of:
    Accumulated net investment loss            $   (7,483,748)
    Accumulated net realized gain on
      securities transactions, foreign
      currency transactions, futures
      contracts, written options and
      investments sold short                       38,681,696
    Unrealized appreciation of
      securities, futures contracts,
      written options and short
      positions                                    23,707,240
    Paid-in capital                                75,669,635
- -------------------------------------------------------------
TOTAL NET ASSETS                               $  130,574,823
- -------------------------------------------------------------
NET ASSET VALUE
   CLASS A SHARES:
   NET ASSET VALUE and redemption price
   per share
    ($126,428,124  DIVIDED BY 4,529,314
    shares outstanding)                                $27.91
- -------------------------------------------------------------
   MAXIMUM OFFERING PRICE PER SHARE
   ($27.91  DIVIDED BY 0.95)
    (based on sales charge of 5% of the
    offering price at December 31, 1993)               $29.38
- -------------------------------------------------------------
   CLASS B SHARES:
   NET ASSET VALUE and offering price per
   share+
    ($4,146,699  DIVIDED BY 149,187 shares
    outstanding)                                       $27.80
- -------------------------------------------------------------
<FN>
+Redemption price per share is equal to Net Asset Value less any applicable
 contingent deferred sales charge. The Fund ceased selling Class B shares on
 September 16, 1993.
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
                                                                              19
<PAGE>
The Advisors Fund L.P.
 
- ---------------------------------------------------------------------------
  STATEMENT OF OPERATIONS
 
FOR THE YEAR ENDED DECEMBER 31, 1993
 
<TABLE>
<S>                                                                             <C>            <C>
INVESTMENT INCOME:
    Interest                                                                                   $ 2,142,868
    Dividends (net of foreign withholding taxes of $5,595)                                         
720,495
- -------------------------------------------------------------------------------------
    TOTAL INVESTMENT INCOME                                                                      
2,863,363
- -------------------------------------------------------------------------------------
EXPENSES:
    Investment advisory fee (Note 2)                                            $3,258,285
    Administration fee (Note 2)                                                    342,499
    Legal and audit fees                                                           234,211
    Service fees (Note 3)                                                          198,561
    Custodian fees (Note 2)                                                        186,715
    Distribution fee (Note 3)                                                      158,824
    Amortization of organization costs (Note 6)                                    153,728
    Transfer agent fees (Note 2)                                                    82,047
    Individual General Partners' fees and expenses (Note 2)                         77,681
    Other                                                                          166,772
- -------------------------------------------------------------------------------------
    Total Operating Expenses Before Interest Expense                                             
4,859,323
    Interest expense (Note 7)                                                                    1,380,453
- -------------------------------------------------------------------------------------
    TOTAL EXPENSES                                                                               6,239,776
- -------------------------------------------------------------------------------------
NET INVESTMENT LOSS                                                                             
(3,376,413)
- -------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS (NOTES 1 AND 4):
    Net realized gain/(loss) on:
        Securities transactions                                                                 15,610,723
        Written options                                                                           (228,902)
        Futures contracts                                                                          (51,791)
        Investments sold short                                                                  (3,294,420)
        Foreign currency transactions                                                               (5,166)
- -------------------------------------------------------------------------------------
    Net realized gain on investments during the year                                            12,030,444
- -------------------------------------------------------------------------------------
    Net change in unrealized appreciation/(depreciation) of:
        Securities                                                                              (2,690,537)
        Written options                                                                             77,224
        Futures contracts                                                                           92,449
        Investments sold short                                                                     236,303
- -------------------------------------------------------------------------------------
    Net unrealized depreciation of investments during the year                                  
(2,284,561)
- -------------------------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS                                                  
9,745,883
- -------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                           
$ 6,369,470
- -------------------------------------------------------------------------------------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
20
<PAGE>
The Advisors Fund L.P.
 
- ---------------------------------------------------------------------------
  STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                                                    YEAR               YEAR
                                                                                    ENDED              ENDED
                                                                                  12/31/93           12/31/92
<S>                                                                             <C>                <C>
Net investment loss                                                             $ (3,376,413)      $ 
(1,469,246)
Net realized gain on securities, written options, futures contracts,
   investments sold short and foreign currency transactions during the year       12,030,444          
9,795,481
Net unrealized appreciation/(depreciation) of securities, written options,
   futures contracts, and investments sold short during the year                  (2,284,561)         
5,009,126
- -------------------------------------------------------------------------------------
Net increase in net assets resulting from operations                               6,369,470         
13,335,361
Net increase/(decrease) in net assets from:
  Class A share transactions (Note 5)                                            (24,034,146)       
(27,621,974)
  Class B share transactions (Note 5)                                              4,004,568            --
- -------------------------------------------------------------------------------------
Net decrease in net assets                                                       (13,660,108)       
(14,286,613)
NET ASSETS:
Beginning of year                                                                144,234,931        
158,521,544
- -------------------------------------------------------------------------------------
End of year (including accumulated net investment loss of $7,483,748 and
   $4,107,335, respectively)                                                    $130,574,823       
$144,234,931
- -------------------------------------------------------------------------------------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
                                                                              21
 
<PAGE>
The Advisors Fund L.P.
 
- ---------------------------------------------------------------------------
  STATEMENT OF CASH FLOWS
 
FOR THE YEAR ENDED DECEMBER 31, 1993
 
<TABLE>
<S>                                             <C>               <C>
NET INCREASE IN CASH:
Cash flows from operating activities:
  Interest received                             $   2,222,089
  Dividends received                                  710,524
  Operating expenses paid                          (4,858,225)
  Interest expense                                 (1,380,453)
- -------------------------------------------------------------------------------
    Net cash used in operating activities                         $  (3,306,065)
- -------------------------------------------------------------------------------
Cash flows from investing activities:
  Increase in short-term portfolio
    securities, net                                (3,443,337)
  Purchase of investment securities and
    purchased options                            (343,143,466)
  Proceeds from disposition of investment
    securities and purchased options              406,737,743
  Net proceeds used to close short sales
    and written option transactions                (3,502,348)
  Net proceeds from futures transactions              (51,791)
- -------------------------------------------------------------------------------
    Net cash provided by investing
      activities                                                     56,596,801
- -------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING AND
INVESTING ACTIVITIES                                                 53,290,736
- -------------------------------------------------------------------------------
Cash flows from financing activities:
  Proceeds from shares sold
    Class A                                         7,453,087
    Class B                                         4,058,038
  Payments on shares redeemed
    Class A                                       (31,198,817)
    Class B                                           (53,470)
  Decrease in loans outstanding                   (33,304,669)
- -------------------------------------------------------------------------------
NET CASH USED IN FINANCING ACTIVITIES                               (53,045,831)
- -------------------------------------------------------------------------------
NET INCREASE IN CASH                                                    244,905
CASH -- BEGINNING OF PERIOD                                              87,506
- -------------------------------------------------------------------------------
CASH -- END OF PERIOD                                             $     332,411
- -------------------------------------------------------------------------------
RECONCILIATION OF NET INCREASE IN NET ASSETS FROM OPERATIONS
TO CASH PROVIDED BY OPERATING AND INVESTING ACTIVITIES:
Net increase in net assets resulting from
operations                                                        $   6,369,470
  Decrease in investments                       $  41,378,221
  Increase in futures contracts                       (92,449)
  Decrease in payable for securities sold
    short and written options                      (6,724,088)
  Increase in receivable for investment
    securities sold and short sales                14,636,089
  Decrease in payable for investment
    securities purchased                           (2,346,855)
  Decrease in dividends and interest
    receivable                                         69,250
  Decrease in other assets                            188,999
  Decrease in accrued expenses                       (187,901)
- -------------------------------------------------------------------------------
TOTAL ADJUSTMENTS                                                    46,921,266
- -------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING AND
INVESTING ACTIVITIES                                              $  53,290,736
- -------------------------------------------------------------------------------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
22
<PAGE>
The Advisors Fund L.P.
 
- ---------------------------------------------------------------------------
  FINANCIAL HIGHLIGHTS
 
FOR A CLASS A SHARE OUTSTANDING THROUGHOUT EACH PERIOD.
 
<TABLE>
<CAPTION>
                                                            YEAR          YEAR           YEAR          
PERIOD
                                                            ENDED         ENDED          ENDED          
ENDED
                                                         12/31/93++    12/31/92++      12/31/91       
12/31/90*
<S>                                                      <C>           <C>           <C>             
<C>
Net Asset Value, beginning of period                     $   26.63     $   24.04     $     17.51     $   
18.90
- -------------------------------------------------------------------------------------
Investment income from operations:
Net investment loss                                      $   (0.66)    $   (0.24)    $     (0.37)    $   
(0.03)
Net realized and unrealized gain/(loss)
    on investments                                            1.94          2.83            6.90         (1.36)
- -------------------------------------------------------------------------------------
Total from investment operations                              1.28          2.59            6.53         
(1.39)
- -------------------------------------------------------------------------------------
Net Asset Value, end of period                           $   27.91     $   26.63     $     24.04     $   
17.51
- -------------------------------------------------------------------------------------
Total return+++                                               4.81%        10.77%          37.29%        
(7.35)%
- -------------------------------------------------------------------------------------
Ratios to average net assets/
  supplemental data
Net assets, end of period (000's)                        $ 126,428     $ 144,235     $   158,522     $ 
140,447
Ratio of expenses to average net assets**                     4.54%         3.12%           3.86%         
3.27%+
Ratio of net investment loss to
  average net assets                                         (2.45)%       (1.00)%         (1.60)%       
(0.31)%+
Portfolio turnover rate                                        247%          312%            304%          
149%
- -------------------------------------------------------------------------------------
<FN>
 *The Fund commenced operations on June 28, 1990.
 **The annualized operating expense ratio includes interest expense. The
   annualized ratio excluding interest expense was 3.54%, 2.28%, 3.60% and 2.99%
   for the years ended December 31, 1993, 1992, and 1991 and for the period
   ended December 31, 1990, respectively.
 +Annualized.
 ++Per share amounts have been calculated using the monthly average share method
   which more appropriately presents the per share data as the undistributed
   income method does not accord with results of operations for these periods.
+++Total return represents aggregate total return for the periods indicated and
   does not reflect any applicable sales charges.
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
                                                                              23
 
<PAGE>
The Advisors Fund L.P.
 
- --------------------------------------------------------------------
  FINANCIAL HIGHLIGHTS
 
FOR A CLASS B SHARE OUTSTANDING THROUGHOUT THE PERIOD.
 
<TABLE>
<CAPTION>
                                                                       PERIOD
                                                                        ENDED
                                                                     12/31/93*++
<S>                                                                  <C>
Net Asset Value, beginning of period                                 $   27.01
- --------------------------------------------------------------------------------
Investment income from operations:
Net investment loss                                                  $    (.53)
Net realized and unrealized gain on investments                           1.32
- --------------------------------------------------------------------------------
Total from investment operations                                          0.79
- --------------------------------------------------------------------------------
Net Asset Value, end of period                                       $   27.80
- --------------------------------------------------------------------------------
Total return+++                                                           2.92%
- --------------------------------------------------------------------------------
Ratios to average net assets/supplemental data
Net assets, end of period (000's)                                    $   4,147
Ratio of expenses to average net assets**                                 5.29%+
Ratio of net investment loss to average net assets                       (3.20)%+
Portfolio turnover rate                                                    247%
- --------------------------------------------------------------------------------
<FN>
 *The Fund commenced selling Class B shares on June 1, 1993. The Fund ceased all
  sales of Class B shares on September 16, 1993.
 **The annualized operating expense ratio includes interest expense. The
   annualized ratio excluding interest expense was 4.29% for the period ended
   December 31, 1993.
 +Annualized.
 ++Per share amounts have been calculated using the monthly average share method
   which more appropriately presents the per share data as the undistributed
   income method does not accord with results of operations for this period.
+++Total return represents aggregate total return for the period indicated and
   does not reflect any applicable CDSC.
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
24
<PAGE>
The Advisors Fund L.P.
 
- ---------------------------------------------------------------------------
  NOTES TO FINANCIAL STATEMENTS
 
1. SIGNIFICANT ACCOUNTING POLICIES
 
The Advisors Fund L.P. (the "Fund") is registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), as an open-end, non-diversified
management investment company established as a limited partnership under
Delaware law. The Fund issues shares of limited partnership interest and is
governed by a board of Individual General Partners in lieu of a corporate board
of directors. The Fund commenced operations on June 28, 1990. As of June 1,
1993, the Fund offered two classes of shares to the general public: Class A
shares and Class B shares. As of September 16, 1993, the Fund ceased all sales
of Class B shares of the Fund. Class A shares are sold with a front-end sales
charge. Class B shares may be subject to a contingent deferred sales charge
("CDSC") at the time of redemption. Class B shares will automatically convert to
Class A shares eight years after the original purchase date. Each class of
shares has identical rights and privileges except with respect to the effect of
the respective sales charges, the distribution and/or service fees borne by each
class, expenses allocable exclusively to each class, voting rights on matters
affecting a single class, the exchange privilege of each class and the
conversion feature of Class B shares. The policies described below are followed
consistently by the Fund in the preparation of its financial statements in
conformity with generally accepted accounting principles.
 
PORTFOLIO VALUATION: The Fund's investments are valued at market value or, in
the absence of a market value with respect to any investment, at fair market
value as determined by or under the direction of the Individual General
Partners. A security that is primarily traded on a United States or foreign
exchange is valued by reference to the last sale price on the exchange or, if no
sales occur during the day, at the current quoted bid price. Over-the-counter
securities are valued on the basis of the bid price at the close of business
each day. Debt securities (other than U.S. government securities and short-term
obligations) are valued by The Boston Company Advisors, Inc. ("Boston
Advisors"), after consultation with independent valuation services approved by
the Individual General Partners. Investments in U.S. government securities
(other than short-term securities) are valued at the average of the quoted bid
and asked prices in the over-the-counter market. Options are generally valued at
the last sale price or, in the absence of a last sale price, the last bid price.
The value of a futures contract equals the unrealized gain or loss on the
contract that is determined by marking it to
 
                                                                              25
 
<PAGE>
The Advisors Fund L.P.
 
- -------------------------------------------------------------
  NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
the current settlement price for a like contract acquired on the day on which
the futures contract is being valued. A settlement price may not be used if the
market makes a limit move with respect to a particular commodity. Forward
contracts and futures contracts, when no market quote is available, are valued
at their fair market value as determined by the Individual General Partners,
upon consultation with their agents. Short-term investments that mature in 60
days or less are valued at amortized cost.
 
OPTIONS: Upon the purchase of a put option or a call option by the Fund, the
premium paid is recorded as an investment, the value of which is
marked-to-market daily. When a purchased option expires, the Fund will realize a
loss in the amount of the cost of the option. When the Fund enters into a
closing sale transaction, the Fund will realize a gain or loss depending on
whether the sales proceeds from the closing sale transaction are greater or less
than the cost of the option. When the Fund exercises a put option, the proceeds
from such sale will be decreased by the premium originally paid. When the Fund
exercises a call option, the cost of the security which the Fund purchases upon
exercise will be increased by the premium originally paid. When purchased index
options are exercised, settlement is made in cash.
 
When the Fund writes a call option or a put option, an amount equal to the
premium received by the Fund is recorded as a liability, the value of which is
marked-to-market daily. When a written option expires, the Fund realizes a gain
equal to the amount of the premium received. When the Fund enters into a closing
purchase transaction, the Fund realizes a gain (or loss if the cost of the
closing purchase transaction exceeds the premium received when the option was
sold) without regard to any unrealized gain or loss on the underlying security
or index, and the liability related to such option is eliminated. When a call
option is exercised, the Fund realizes a gain or loss from the sale of the
underlying security and the proceeds from such sale are increased by the premium
originally received. When a put option is exercised, the amount of the premium
originally received will reduce the cost of the security which the Fund
purchased upon exercise. When written index options are exercised, settlement is
made in cash.
 
The risk associated with purchasing options is limited to the premium originally
paid. The risk in writing a call option is that the Fund may forego the
opportunity of profit if the market value of the underlying security or
 
26
 
<PAGE>
The Advisors Fund L.P.
 
- -------------------------------------------------------------
  NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
index increases and the option is exercised. The risk in writing a put option is
that the Fund may incur a loss if the market value of the underlying security or
index decreases and the option is exercised. In addition, there is the risk the
Fund may not be able to enter into a closing transaction because of an illiquid
secondary market.
 
FUTURES CONTRACTS: Upon entering into a futures contract, the Fund is required
to deposit with the broker an amount of cash or cash equivalents equal to a
certain percentage of the contract amount. This is known as the "initial
margin." Subsequent payments ("variation margin") are made or received by the
Fund each day, depending on the daily fluctuation of the value of the contract.
 
For financial statement purposes, an amount equal to the settlement amount of
the contract is included in the Fund's Statement of Assets and Liabilities as an
asset and as an equivalent liability. For long futures positions, the asset is
marked-to-market daily. For short futures positions, the liability is marked-
to-market daily. The daily changes in the contract are recorded as unrealized
gains or losses. The Fund recognizes a realized gain or loss when the contract
is closed.
 
There are several risks in connection with the use of futures contracts as a
hedging device. The change in value of futures contracts primarily corresponds
with the value of their underlying instruments or index, which may not correlate
with the change in value of the hedged investments. In addition, there is the
risk that the Fund may not be able to enter into a closing transaction because
of an illiquid secondary market.
 
FOREIGN CURRENCY: The books and records of the Fund are maintained in United
States dollars. Foreign currencies, investments and other assets and liabilities
are translated into U.S. dollars at the exchange rates prevailing at the end of
each business day, and purchases and sales of investment securities, income and
expenses are translated on the respective dates of such transactions. Net
realized foreign currency gains and losses resulting from changes in exchange
rates include foreign currency gains and losses on foreign currency transactions
and the difference between the amounts of interest and dividends recorded on the
books of the Fund and the amount actually received. The portion of foreign
currency gains and losses related to
 
                                                                              27
 
<PAGE>
The Advisors Fund L.P.
 
- -------------------------------------------------------------
  NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
fluctuation in exchange rates between the initial purchase trade date and
subsequent sale trade date is included in realized gains and losses on
investment securities sold.
 
FORWARD FOREIGN CURRENCY CONTRACTS: Forward foreign currency contracts are
valued at the forward rate and are marked-to-market daily. The change in market
value is recorded by the Fund as an unrealized gain or loss. When the contract
is closed, the Fund records a realized gain or loss equal to the difference
between the value of the contract at the time it was opened and the value at the
time it was closed.
 
The use of forward foreign currency contracts does not eliminate fluctuations in
the underlying prices of the Fund's portfolio securities, but it does establish
a rate of exchange that can be achieved in the future. Although forward foreign
currency contracts limit the risk of loss due to a decline in the value of the
currency holdings, they also limit any potential gain that might result should
the value of the currency increase. In addition, the Fund could be exposed to
risks if the counterparties to the contracts are unable to meet the terms of the
contracts.
 
SHORT SALES: A short sale is a transaction in which the Fund sells securities it
does not own (but has borrowed) in anticipation of a decline in the market price
of the securities. To complete a short sale, the Fund must arrange through a
broker to borrow the securities to be delivered to the buyer. The proceeds
received by the Fund from the short sale are retained by the broker until the
Fund replaces the borrowed securities. In borrowing the securities to be
delivered to the buyer, the Fund becomes obligated to replace the securities
borrowed at their market price at the time of replacement, whatever that price
may be.
 
Possible losses from short sales differ from losses that could be incurred from
a purchase of a security, because losses from short sales may be unlimited,
whereas losses from purchases can equal only the total amount invested.
 
SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions are
recorded as of the trade date. Securities purchased or sold on a when-issued or
delayed-delivery basis may be settled a month or more after the trade
 
28
 
<PAGE>
The Advisors Fund L.P.
 
- -------------------------------------------------------------
  NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
date. Interest income is not accrued until settlement date. The Fund instructs
the custodian to segregate assets in a separate account with a current value at
least equal to the amount of its when-issued purchased commitments. Realized
gains and losses from securities sold are recorded on the identified cost basis.
Dividend income is recorded on the ex-dividend date. Interest income is recorded
on the accrual basis. Investment income and realized and unrealized gains and
losses are allocated based upon relative net assets of each class. The Fund must
pay any dividends or interest payable on securities while those securities are
in short position. During the year ended December 31, 1993, the Fund paid, as an
offset to dividend income, dividends totalling $154,787 on securities that were
in short positions.
 
DISTRIBUTIONS TO SHAREHOLDERS: The Fund intends to make distributions to
shareholders in such amounts and at such times as the Individual General
Partners, in their sole discretion, shall determine.
 
FEDERAL INCOME TAXES: No Federal income tax provision has been made in the
financial statements because the Fund intends to qualify as a partnership for
Federal income tax purposes. The Fund will only be treated as a partnership for
Federal income tax purposes through 1997.
 
DISSOLUTION OF FUND: The term of the Fund shall expire on December 31, 2037,
unless earlier dissolved.
 
CASH FLOW INFORMATION: The Fund issues and redeems its shares and invests in
securities as reported in the Statement of Changes in Net Assets. Infor-
mation on cash payments is presented in the Statement of Cash Flows. Accounting
practices that do not affect reporting activity on a cash basis include
unrealized gain or loss on investment securities. In addition, cash flows on
future and option contracts are included in the same category as the cash flows
for items being hedged.
 
REPURCHASE AGREEMENTS: The Fund may engage in repurchase agreement transactions.
Under the terms of a typical repurchase agreement, the Fund takes possession of
an underlying debt obligation subject to an obligation of the seller to
repurchase, and the Fund to resell, the obligation at an agreed upon price and
time, thereby determining the yield during the Fund's holding
 
                                                                              29
 
<PAGE>
The Advisors Fund L.P.
 
- -------------------------------------------------------------
  NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
period. This arrangement results in a fixed rate of return that is not subject
to market fluctuations during the Fund's holding period. The value of the
collateral is at least equal at all times to the total amount of the repurchase
obligations, including interest. In the event of counterparty default, the Fund
has the right to use the collateral to offset losses incurred. There is
potential loss to the Fund in the event the Fund delayed or was prevented from
exercising its rights to dispose of the collateral securities including the risk
of a possible decline in the value of the underlying securities during the
period while the Fund seeks to assert its rights. The Fund's investment adviser
or sub-investment adviser, acting under the supervision of the Board of
Trustees, reviews the value of the collateral and the creditworthiness of those
banks and dealers with which the Fund enters into repurchase agreements to
evaluate potential risks.
 
2. INVESTMENT ADVISORY FEE, PORTFOLIO MANAGEMENT FEES, 
ADMINISTRATION FEE AND
OTHER RELATED PARTY TRANSACTIONS
 
Prior to the close of business on July 30, 1993, the Fund was a party to an
investment advisory agreement with Shearson Lehman Investment Strategy Advisors
Inc. ("Strategy Advisors"), a wholly owned subsidiary of Shearson Lehman
Brothers, Inc. ("Shearson Lehman Brothers").
 
As of the close of business on July 30, 1993, The Travelers Inc. (formerly known
as Primerica Corporation) and Smith Barney, Harris Upham & Co. Incorporated
completed the acquisition of the domestic retail brokerage and asset management
business of Shearson Lehman Brothers and Smith Barney, Harris Upham & Co.
Incorporated was renamed Smith Barney Shearson Inc. ("Smith Barney Shearson").
 
Subsequent to such acquisition, Smith Barney Shearson Strategy Advisors Inc.
("SBSSA"), a division of Mutual Management Corp., which is controlled by Smith
Barney Shearson Holdings Inc. ("Holdings"), succeeded Strategy Advisors as the
Fund's investment adviser. Holdings is a wholly owned subsidiary of Travelers.
The Fund pays SBSSA a fee adjusted to reflect performance of its Class B shares.
This monthly performance adjustment is based upon the performance of the Class B
shares, after deducting all expenses, including the investment advisory fee,
relative to the performance of the Standard & Poor's 500 Composite Stock Price
Index (the "S&P 500") on a rolling twelve month basis. The investment advisory
fee paid to SBSSA
 
30
 
<PAGE>
The Advisors Fund L.P.
 
- -------------------------------------------------------------
  NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
can range on an annual basis from 0% to 4.00% of the value of the Fund's average
daily net assets. For the year ended December 31, 1993, the effective rate was
2.38% for Class A shares and for the period from June 1, 1993 to December 31,
1993, the effective rate was 2.42% for Class B shares.
 
The Fund and SBSSA have entered into portfolio management agreements ("Portfolio
Management Agreements") with various portfolio managers (collectively, the
"Portfolio Managers"). The Fund's current Portfolio Managers are as follows:
Ardsley Advisory Partners; Hellman, Jordan Management Co., Inc.; Mark Asset
Management Corporation; and Woodward & Associates Inc. SBSSA pays each Portfolio
Manager a monthly management fee based upon the Portfolio Manager's performance
compared to the performance of the S&P 500 on a rolling twelve month basis. The
Fund pays no direct investment advisory fee to any of the Portfolio Managers. On
November 20, 1992, Strategy Advisors gave notice of its intention to terminate
the Portfolio Management Agreement by and between the Fund, Strategy Advisors
and McKenzie, Walker Investment Management, Inc. ("McKenzie, Walker"). Pursuant
to such Portfolio Management Agreement, termination was effective 60 days from
the date of notification, January 19, 1993. Strategy Advisors began reallocation
of the Fund assets managed by McKenzie, Walker on December 1, 1992 in accordance
with the terms of such Portfolio Management Agreement.
 
Tremont Partners, Inc. ("Tremont") assists SBSSA in monitoring and evaluating
the performance of the Portfolio Managers pursuant to a consulting agreement
among the Fund, SBSSA and Tremont. SBSSA pays Tremont a fee for its services
equal to 0.20% of any investment advisory fee retained by SBSSA. The Fund pays
no direct fees to Tremont.
 
The Fund has also entered into an administration agreement (the "Administration
Agreement") with Boston Advisors, an indirect wholly owned subsidiary of Mellon
Bank Corporation ("Mellon"). Under the Administration Agreement, Boston Advisors
is paid a fee computed and paid monthly at the annual rate of 0.25% of the value
of the Fund's average daily net assets. Prior to the close of business on May
21, 1993 Boston Advisors served as sub-investment advisor and administrator to
the Fund and received fees equal to the current rates for its services.
 
                                                                              31
 
<PAGE>
The Advisors Fund L.P.
 
- -------------------------------------------------------------
  NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
For the year ended December 31, 1993, the Fund incurred total brokerage
commissions on portfolio transactions of $1,172,270, of which $15,684 was paid
to Smith Barney Shearson, Inc. or its predecessor and $18,029 was paid to Lehman
Brothers, Inc.
 
For the year ended December 31, 1993, Smith Barney Shearson or its predecessor
received from investors $231,564 representing commissions (sales charges) on
sales of Class A shares.
 
A CDSC is generally payable by a shareholder in connection with the redemption
of Class B shares within five years after the date of purchase. In circumstances
in which the charge is imposed, the amount of the charge ranges between 5% and
1% of net asset value depending on the number of years since the date of
purchase. For the year ended December 31, 1993, Smith Barney Shearson or its
predecessor received $1,884 in compensation from investors in CDSCs on the
redemption of Class B shares.
 
No officer, director or employee of Smith Barney Shearson, SBSSA, the Portfolio
Managers, Boston Advisors, Tremont or any of their affiliates received any
compensation from the Fund for serving as an Individual General Partner. The
Fund pays each Individual General Partner who is not an officer, director or
employee of Smith Barney Shearson, SBSSA, the Portfolio Managers, Boston
Advisors, Tremont or any of their affiliates, a fee of $15,000 per annum plus
$1,000 per meeting attended, and reimburses each such Individual General Partner
for travel and out-of-pocket expenses.
 
Boston Safe Deposit and Trust Company, an indirect wholly owned subsidiary of
Mellon, serves as the Fund's custodian. The Shareholder Services Group, Inc., a
subsidiary of First Data Corporation, serves as the Fund's transfer agent.
 
3. DISTRIBUTION AGREEMENT
 
Smith Barney Shearson acts as distributor of the Fund's shares pursuant to a
distribution agreement with the Fund, and sells shares of the Fund through Smith
Barney Shearson or its affiliates.
 
Pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a Services and
Distribution Plan (the "Plan"). Under this Plan, the Fund compensates
 
32
 
<PAGE>
The Advisors Fund L.P.
 
- -------------------------------------------------------------
  NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
Smith Barney Shearson for servicing accounts for Class A and Class B
shareholders. Smith Barney Shearson is paid an annual service fee with respect
to Class A and Class B shares of the Fund at the rate of 0.25% of the value of
the average daily net assets of each respective class of shares. Smith Barney
Shearson is also paid an annual distribution fee with respect to Class B shares
at the rate of 0.75% of the value of the average daily net assets attributable
to those shares. During the period from June 1, 1993 through December 31, 1993,
the Fund incurred $193,599 and $4,962 in service fees for Class A and Class B
shares, respectively. During the period from January 1, 1993 through May 28,
1993, the Fund incurred $143,939 in distribution fees for Class A shares. For
the period from June 1, 1993 through December 31, 1993, the Fund incurred
$14,885 in distribution fees for Class B shares. Prior to June 1, 1993, the Fund
paid distribution fees at an annual rate of 0.25% of the value of the average
daily net assets for Class A shares.
 
4. PURCHASES AND SALES OF INVESTMENTS
 
Purchases and proceeds from sales of securities, excluding U.S. government
securities and short-term obligations, during the year ended December 31, 1993,
were $303,717,615 and $364,218,145, respectively. Purchases and proceeds from
sales of U.S. government securities during the year ended December 31, 1993 were
$3,877,545 and $3,862,857, respectively.
 
Written option activity for the year ended December 31, 1993 was as follows:
 
<TABLE>
<CAPTION>
                                                                       Number of
                                                         Premiums      Contracts
<S>                                                      <C>           <C>
- --------------------------------------------------------------------------------
Options outstanding at December 31, 1992                 $  27,199          100
Options written during the period                        1,204,484        4,668
Options expired during the period                         (292,782)        (825 )
Options cancelled in closing purchase transactions        (855,728)      (3,543 )
- --------------------------------------------------------------------------------
Options outstanding at December 31, 1993                 $  83,173          400
- --------------------------------------------------------------------------------
</TABLE>
 
At December 31, 1993, aggregate gross unrealized appreciation of all securities
in which there was an excess of value over tax cost was $28,444,523 and
aggregate gross unrealized depreciation for all securities in which there was an
excess of tax cost over value was $4,799,591.
 
                                                                              33
 
<PAGE>
The Advisors Fund L.P.
 
- -------------------------------------------------------------
  NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
5. SHARES OF PARTNERSHIP INTEREST
 
The Fund has authorized and may issue an unlimited number of shares, divided
into two classes, Class A and Class B. As of September 16, 1993, the Fund ceased
all sales of Class B shares of the Fund. The Individual General Partners of the
Fund reserve the right in their sole discretion to offer Class B shares of the
Fund for purchase in the future.
 
Changes in shares outstanding for the Fund were as follows:
 
<TABLE>
<CAPTION>
                                                    YEAR ENDED                YEAR ENDED
                                                     12/31/93                  12/31/92
CLASS A SHARES:                                Shares       Amount       Shares       Amount
<S>                                          <C>         <C>           <C>         <C>
- -------------------------------------------------------------------------------------
Sold                                            266,743  $  7,199,559     568,336  $ 13,834,909
Redeemed                                     (1,154,680)  (31,233,705) (1,744,759)  (41,456,883)
- -------------------------------------------------------------------------------------
Net decrease                                   (887,937) $(24,034,146) (1,176,423) $(27,621,974)
- -------------------------------------------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                   PERIOD ENDED
                                                    12/31/93*
CLASS B SHARES:**                              Shares       Amount
<S>                                          <C>         <C>          <C>
- -------------------------------------------------------------------------
Sold                                            151,161  $  4,058,038
Redeemed                                         (1,974)      (53,470)
- -------------------------------------------------------------------------
Net increase                                    149,187  $  4,004,568
- -------------------------------------------------------------------------
<FN>
 *The  Fund  commenced  selling Class  B  shares  on June  1,  1993.  Any shares
  outstanding prior to June 1, 1993 have been designated as Class A shares.
**The Fund ceased all sales of Class B shares on September 16, 1993.
</TABLE>
 
6. ORGANIZATION COSTS
 
All costs incurred in connection with the organization of the Fund, including
the fees and expenses of registering and qualifying its shares for distribution
under Federal and state securities regulations, are being amortized on the
straight-line method over a period of sixty months from June 28, 1990, the date
that the Fund commenced operations. In the event that any of the initial shares
of the Fund are redeemed during such amortization period, the Fund will be
reimbursed for any unamortized organization costs in the same proportion as the
number of shares redeemed bears to the number of initial shares outstanding at
the time of redemption.
 
34
 
<PAGE>
The Advisors Fund L.P.
 
- -------------------------------------------------------------
  NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
7. NOTES PAYABLE
 
The Fund has a line of credit agreement (the "Agreement") provided by
Continental Bank N.A. primarily for the purpose of allowing the Fund to leverage
investments. Under this Agreement, the Fund may borrow up to the lesser of $50
million or 25% of its adjusted net assets. Interest is payable either at the
bank's Money Market Rate or the London Interbank Offered Rate (LIBOR) plus a
percentage ranging from 0.375% to 1.250% based on the aggregate loan outstanding
balance on an annualized basis. The Fund is charged a commitment fee equal to
0.25% per annum of the credit available under the Agreement. The Fund is
required to maintain a ratio of net assets to aggregate amount of indebtedness
of no less than 3 to 1. At December 31, 1993, the Fund had outstanding
borrowings of $4,601,806. During the year ended December 31, 1993, the Fund had
an average outstanding daily balance of $30,104,558 with interest rates ranging
from 3.370% to 5.125%. Interest expense totalled $1,380,453 for the year ended
December 31, 1993.
 
                                                                              35
<PAGE>
The Advisors Fund L.P.
 
- ---------------------------------------------------------------------------
  REPORT OF INDEPENDENT ACCOUNTANTS
 
TO THE PARTNERS OF THE ADVISORS FUND L.P.:
 
We have audited the accompanying statement of assets and liabilities of The
Advisors Fund L.P., including the schedule of portfolio investments, as of
December 31, 1993, and the related statement of operations and cash flows for
the year then ended, the statement of changes in net assets for each of the two
years then ended and the financial highlights for each of the three years in the
period then ended and for the period June 28, 1990 (commencement of operations)
to December 31, 1990. These financial statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1993 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of The
Advisors Fund L.P. as of December 31, 1993, the results of its operations and
cash flows for the year then ended, the changes in its net assets for each of
the two years then ended and the financial highlights for each of the three
years in the period then ended and for the period June 28, 1990 (commencement of
operations) to December 31, 1990, in conformity with generally accepted
accounting principles.
 
                              COOPERS & LYBRAND
Boston, Massachusetts
February 16, 1994
 
36
 
<PAGE>
The Advisors Fund L.P.
 
- ------------------------------------------
  OATH OF THE COMMODITY POOL OPERATORS                         FEBRUARY 22, 
1994
 
UNDER REGULATION 4.22(H)(I)
 
The undersigned hereby certify that, to the best of their knowledge and belief,
the information contained in The Advisors Fund L.P. Annual Report dated December
31, 1993 was accurate and complete as of the date thereof.
 
 Richard P. Roelofs                       Heath B. McLendon
 Chief Executive Officer                  The Advisors Fund L.P.
 Smith Barney Shearson Strategy Advisers
 Inc.
 
                                                                              37
 
<PAGE>
The Advisors Fund L.P.
 
- ------------------------------------------
  PARTICIPANTS
 
DISTRIBUTOR
 
Smith Barney Shearson Inc.
388 Greenwich Street
World Financial Center
New York, New York 10285
 
INVESTMENT ADVISER
 
Smith Barney Shearson Strategy
Advisers Inc.
Two World Trade Center
New York, New York 10048
 
CONSULTANT TO INVESTMENT
ADVISER
 
Tremont Partners, Inc.
555 Theodore Fremd Avenue
Rye, New York 10580
 
ADMINISTRATOR
 
The Boston Company Advisors, Inc.
One Boston Place
Boston, Massachusetts 02108
 
TRANSFER AGENT
 
TSSG
Exchange Place
Boston, Massachusetts 02109
 
PORTFOLIO MANAGERS
 
Ardsley Advisory Partners
646 Steamboat Road
Greenwich, CT 06830
 
Hellman, Jordan Management
Co., Inc.
75 State Street
Boston, Massachusetts 02109
 
Mark Asset Management
767 Fifth Avenue
New York, New York 10153
 
Woodward & Associates Inc.
17 State Street
New York, New York
 
AUDITORS AND COUNSEL
 
Coopers & Lybrand
One Post Office Square
Boston, Massachusetts 02109
 
Dechert Price & Rhoads
1500 K. Street N.W.
Washington, D.C. 20005
 
CUSTODIAN
 
Boston Safe Deposit and
Trust Company
One Boston Place
Boston, Massachusetts 02108
 
38
<PAGE>
THE
ADVISORS
FUND L.P.
 
INDIVIDUAL GENERAL PARTNERS
Walter E. Auch, Sr.
Martin Brody
Stephen E. Kaufman
Heath B. McLendon
Madelon DeVoe Talley
 
THIS REPORT IS SUBMITTED FOR
THE GENERAL INFORMATION OF THE
SHAREHOLDERS OF THE ADVISORS
FUND L.P. IT IS NOT AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE 
INVESTORS UNLESS
ACCOMPANIED OR PRECEDED BY AN EFFECTIVE PROSPECTUS FOR THE FUND, 
WHICH CONTAINS
INFORMATION CONCERNING THE FUND'S INVESTMENT POLICIES AND 
APPLICABLE CHARGES,
DISTRIBUTION FEES, RISK OF LOSS AND EXPENSES, AS WELL AS OTHER 
PERTINENT
INFORMATION.
 
PERFORMANCE CITED IS THROUGH DECEMBER 31, 1993. PLEASE CONSULT THE 
SMITH BARNEY
SHEARSON MUTUAL FUNDS QUARTERLY PERFORMANCE UPDATE FOR FIGURES 
THROUGH THE MOST
RECENT CALENDAR QUARTER.
 
                                     [LOGO]
 
Smith Barney Shearson
Mutual Funds
Two World Trade Center
New York, New York 10048
 
Fund 134, 205
<PAGE>
FD0413 B4




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