N-30D 1 elvf-a.txt (THE EDGAR LOMAX COMPANY LOGO) EDGAR LOMAX VALUE FUND ANNUAL REPORT FOR THE YEAR ENDED OCTOBER 31, 2002 Annual Report October 31, 2002 Dear Fellow Shareholder: This report marks nearly the fifth full year of operation for the Edgar Lomax Value Fund and the second consecutive year in which we outpaced the stock market (as represented by the S&P 500 index) in dramatic fashion. After beating the S&P 500 by 15.48% in the prior fiscal year, the Fund came right back with only an 8.28% decline in the year ended October 31, 2002, versus a much steeper loss of 15.11% in the S&P 500. From its opening on December 12, 1997 through October 31, 2002, the Fund has produced a total annualized return of 0.63% while the S&P 500 has returned -0.16% per year. Let us look briefly at the market environment in which the Fund has operated thus far. The history is divided between two roughly equal periods, with each lasting about two and one half years. It began with a "bull" market phase (the late 1990s) and concluded with the longest "bear" market since the early 1970s. Over the combined five years, we witnessed the feverish rise and subsequent collapse in the prices of "growth" stocks. We also saw investors question the very validity of "value" investing and, more recently, herald the same style. Through the shifting market environment, the Fund performed as you had hoped and as we had planned. In other words, when stock prices were rising, the Fund's value was also growing. And when the market declined sharply, your mutual fund shares held up much better than the market in general. What should stock investors expect over the next several years? Without a crystal ball, none of us knows for certain. However, what we understand well is that truly fine companies can often make progress even when economic conditions are challenging--this means making a profit (earnings) with which to pay dividends, build net worth or even pay off debt. As a result, the real value of these firms can grow over time even if, in the short term, their stock prices behave otherwise. Knowing the market must inevitably recognize this value, prudent investors, including us, take advantage of these apparent mispricings to pick up quality stocks "on the cheap." For example, here are a few names that served us well, in the face of a falling market, over the past year: Eastman Kodak (photography) gained 38.92%, Southern Company (electric utility) gained 32.47% and Dupont (chemicals) gained 6.74%. Are these stodgy stocks? Perhaps. Successful investments? No doubt. As the manager of your mutual fund, we greatly appreciate the confidence you have shown in our investment philosophy. While there are few guarantees in this business, you can be sure that we will continue to make investments that we believe are well rooted in positive financial facts and that we will handle your hard-earned money as if it were our own. Cordially, /s/Randall R. Eley /s/Phillip A. Titzer Randall R. Eley Phillip A. Titzer Chief Investment Officer Portfolio Manager Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Returns reflect reinvestment of dividends and capital gains. Fee waivers are in effect. In the absence of fee waivers, returns would be reduced. Please refer to the report for performance, holdings and index information. Securities and sectors mentioned are not recommendations to buy or sell any security. 01/03 Comparison of the change in value of a $10,000 investment in the Edgar Lomax Value Fund vs the S&P 500 Index, the Lipper Large Cap Value Fund Index, and the S&P 500 Barra Value Index Edgar Lomax Lipper Large Cap S&P 500 S&P 500 Barra Date Value Fund Value Fund Index Index Value Index ---- ---------- ---------------- ----- ----------- 12/12/97 $10,000 $10,000 $10,000 $10,000 1/31/98 $9,949 $10,129 $10,298 $10,096 4/30/98 $11,150 $11,390 $11,723 $11,538 7/31/98 $10,619 $11,208 $11,862 $11,213 10/31/98 $10,789 $10,956 $11,676 $10,765 1/31/99 $11,031 $12,159 $13,644 $11,960 4/30/99 $12,770 $12,962 $14,281 $13,096 7/31/99 $12,517 $12,925 $14,258 $12,948 10/31/99 $11,981 $12,808 $14,672 $12,811 1/31/00 $11,038 $12,689 $15,055 $12,794 4/30/00 $11,276 $13,121 $15,726 $13,156 7/31/00 $10,758 $12,926 $15,536 $12,930 10/31/00 $12,418 $13,566 $15,564 $14,051 1/31/01 $12,946 $13,621 $14,918 $14,610 4/30/01 $13,024 $13,166 $13,686 $13,992 7/31/01 $12,991 $12,925 $13,309 $13,444 10/31/01 $11,242 $11,432 $11,687 $11,463 1/31/02 $12,320 $12,121 $12,505 $12,037 4/30/02 $12,822 $12,050 $11,954 $11,911 7/31/02 $11,224 $10,256 $10,162 $9,994 10/31/02 $10,310 $9,801 $9,919 $9,654 Total Return: ------------- Since One year Inception2 -------- -------------- Edgar Lomax Value Fund1 -8.28% 0.63% S&P 500 Index -15.11% -0.16% Lipper Large Cap Value Fund Index -14.27% -0.42% S&P 500 Barra Value Index -15.78% -0.72% Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Returns reflect reinvestment of dividends and capital gains. Fee waivers are in effect. In the absence of fee waivers, returns would be reduced. The performance data and graph do not reflect the deduction of taxes that a shareholder would pay on dividends, capital gain distributions, or redemption of Fund shares. The S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to represent the broad domestic economy. The S&P 500 Barra Value Index is an unmanaged capitalization-weighted index that contains approximately 50% of the stocks in the S&P 500 with lower price-to-book ratios. The Lipper Large Cap Value Fund Index consists of the largest funds as tracked by Lipper, Inc. Large Cap Value Funds seek long-term growth of capital by investing in companies that are considered to be undervalued relative to a major unmanaged stock index based on price-to-current earnings, book value, asset value, or other factors. 1 The Fund commenced operations on December 12, 1997. 2 Average Annual Total Return represents the average change in account value over the period indicated. SCHEDULE OF INVESTMENTS AT OCTOBER 31, 2002 Shares COMMON STOCKS: 97.30% Market Value ------ ---------------------- ------------ AUTOMOBILES & COMPONENTS: 3.78% 7,725 General Motors Corp. $ 256,856 ---------- BANKS: 1.59% 1,100 Bank of America Corp. 76,780 1,500 U.S. Bancorp 31,635 ---------- 108,415 ---------- CAPITAL GOODS: 24.09% 6,500 Caterpillar, Inc. 265,525 3,700 General Dynamics Corp. 292,781 13,300 General Electric Co. 335,825 13,800 Honeywell International, Inc. 330,372 9,400 Rockwell Automation, Inc. 155,570 2,600 The Boeing Co. 77,350 1,900 Tyco International Ltd. 27,474 2,500 United Technologies Corp. 154,175 ---------- 1,639,072 ---------- CONSUMER DURABLES & APPAREL: 5.43% 10,075 Eastman Kodak Co. 331,971 800 The Black & Decker Corp. 37,408 ---------- 369,379 ---------- DIVERSIFIED FINANCIALS: 6.90% 2,700 Citigroup, Inc. 99,765 12,665 J.P. Morgan Chase & Co. 262,799 2,000 Lehman Brothers Holdings, Inc. 106,540 ---------- 469,104 ---------- FOOD, BEVERAGE & TOBACCO: 7.07% 2,900 Anheuser-Busch Companies, Inc. 153,004 8,050 Philip Morris Companies, Inc. 328,037 ---------- 481,041 ---------- HEALTHCARE EQUIPMENT & SERVICES: 4.61% 4,325 CIGNA Corp. 156,306 6,400 Bristol-Myers Squibb Co. 157,504 ---------- 313,810 ---------- HOTELS, RESTAURANTS, & LEISURE: 2.29% 8,600 McDonald's Corp. 155,746 ---------- HOUSEHOLD & PERSONAL PRODUCTS: 0.50% 700 Avon Products, Inc. 33,943 ---------- INSURANCE: 2.26% 3,900 The Hartford Financial Services Group, Inc. 154,050 ---------- MATERIALS: 8.69% 3,800 Alcoa, Inc. 83,828 8,038 E. I. du Pont de Nemours and Co. 331,567 1,800 International Paper Co. 62,874 2,500 Weyerhaeuser Co. 113,250 ---------- 591,519 ---------- PHARMACEUTICALS & BIOTECHNOLOGY: 3.43% 4,300 Merck & Co., Inc. 233,232 ---------- RETAILING: 3.62% 10,200 Limited Brands 159,834 1,500 Sears, Roebuck and Co. 39,390 2,000 The May Department Stores Co. 46,700 ---------- 245,924 ---------- TELECOMMUNICATIONS: 5.61% 3,900 AT&T Corp. 50,856 12,900 SBC Communications, Inc. 331,014 ---------- 381,870 ---------- TRANSPORTATION: 7.51% 10,900 Burlington Northern Santa Fe Corp. 280,457 11,400 Norfolk Southern Corp. 230,280 ---------- 510,737 ---------- UTILITIES: 9.92% 6,775 American Electric Power Company, Inc. 173,711 800 Entergy Corp. 35,272 3,100 Exelon Corp. 156,240 10,425 The Southern Co. 309,623 ---------- 674,846 ---------- Total Common Stocks (Cost $7,631,810) 6,619,544 ---------- SHORT-TERM INVESTMENTS: 1.74% 118,241 Federated Cash Trust Money Market (Cost $118,241) 118,241 ---------- Total Investments in Securities (Cost $7,750,051): 99.04% 6,737,785 Other Assets in Excess of Liabilities: .96% 65,639 ---------- Net Assets: 100.00% $6,803,424 ---------- ---------- See accompanying Notes to Financial Statements. STATEMENT OF ASSETS AND LIABILITIES AT OCTOBER 31, 2002 ASSETS Investments in securities, at value (identified cost of $7,750,051) $6,737,785 Receivables Investment securities sold 1,442,432 Fund shares sold 641 Dividends 24,891 Due from advisor 17,579 Prepaid expenses 17,619 ---------- Total assets 8,240,947 ---------- LIABILITIES Payables Securities purchased 1,401,940 Fund shares redeemed 14,351 Administration fees 2,548 Accrued expenses 18,684 ---------- Total liabilities 1,437,523 ---------- NET ASSETS $6,803,424 ---------- ---------- NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE [$6,803,424 /753,829 shares outstanding; unlimited number of shares (par value $0.01) authorized] $9.03 ----- ----- COMPONENTS OF NET ASSETS Paid-in capital $8,100,986 Undistributed net investment income 122,036 Accumulated net realized loss on investments (407,332) Net unrealized depreciation on investments (1,012,266) ---------- Net assets $6,803,424 ---------- ---------- See accompanying Notes to Financial Statements. STATEMENT OF OPERATIONS - FOR THE YEAR ENDED OCTOBER 31, 2002 INVESTMENT INCOME Dividend Income $ 204,582 ----------- Expenses Advisory fees (Note 3) 67,042 Administration fees (Note 3) 30,000 Professional fees 30,351 Fund accounting fees 16,899 Transfer agent fees 12,569 Custody fees 7,599 Trustee fees 6,066 Shareholder Reporting 4,700 Miscellaneous 6,006 Registration fees 2,651 Insurance expense 1,449 ----------- Total expenses 185,332 Less, advisory fee waiver and absorption (Note 3) (102,847) ----------- Net expenses 82,485 ----------- NET INVESTMENT INCOME 122,097 ----------- REALIZED AND UNREALIZED LOSS ON INVESTMENTS Net realized loss on investments (397,576) Net change in unrealized depreciation on investments (661,483) ----------- Net realized and unrealized loss on investments (1,059,059) ----------- NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $ (936,962) ----------- ----------- See accompanying Notes to Financial Statements. STATEMENTS OF CHANGES IN NET ASSETS Year Year Ended Ended October 31, 2002 October 31, 2001 ---------------- ---------------- INCREASE / (DECREASE) IN NET ASSETS FROM: OPERATIONS Net investment income $ 122,097 $ 64,590 Net realized (loss) / gain on investments (397,576) 67,605 Net change in unrealized depreciation on investments (661,483) (624,964) ---------- ---------- NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS (936,962) (492,769) ---------- ---------- DISTRIBUTIONS TO SHAREHOLDERS From net investment income (64,173) (46,639) From net realized gain (67,220) (115,338) ---------- ---------- Total dividends and distribution to shareholders (131,393) (161,977) ---------- ---------- TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST Net increase in net assets derived from net change in outstanding shares (a) 2,844,575 922,778 ---------- ---------- TOTAL INCREASE IN NET ASSETS 1,776,220 268,032 NET ASSETS Beginning of year 5,027,204 4,759,172 ---------- ---------- END OF YEAR $6,803,424 $5,027,204 ---------- ---------- ---------- ----------
(a) A summary of share transactions is as follows: Year Ended Year Ended October 31, 2002 October 31, 2001 ------------------------ ------------------------- Shares Paid in Capital Shares Paid in Capital ------ --------------- ------ --------------- Shares sold 429,028 $4,569,200 74,471 $795,884 Shares issued on reinvestments of distributions 12,390 131,331 13,856 161,977 Shares redeemed (185,898) (1,855,956) (3,083) (35,083) -------- ---------- ------ -------- Net increase 255,520 $2,844,575 85,244 $922,778 -------- ---------- ------ -------- -------- ---------- ------ --------
See accompanying Notes to Financial Statements. FINANCIAL HIGHLIGHTS FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD December 12, 1997* Year Ended October 31, through 2002 2001 2000 1999 October 31, 1998 ---- ---- ---- ---- ---------------- Net asset value, beginning of period $10.09 $11.52 $11.85 $10.78 $10.00 ------ ------ ------ ------ ------ Income from investment operations: Net investment income 0.16 0.13 0.12 0.08 0.07 Net realized and unrealized (loss)/gain on investments (0.96) (1.17) 0.26 1.10 0.72 ------ ------ ------ ------ ------ Total from investment operations (0.80) (1.04) 0.38 1.18 0.79 ------ ------ ------ ------ ------ Less distributions: From net investment income (0.13) (0.11) (0.10) (0.07) (0.01) From net realized gain on investments (0.13) (0.28) (0.61) (0.04) 0.00 ------ ------ ------ ------ ------ Total distributions (0.26) (0.39) (0.71) (0.11) (0.01) ------ ------ ------ ------ ------ Net asset value, end of period $ 9.03 $10.09 $11.52 $11.85 $10.78 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ TOTAL RETURN (8.28%) (9.48%) 3.65% 11.05% 7.89%++ RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $6,803 $5,027 $4,759 $4,267 $3,294 Ratio of expenses to average net assets: Before expense reimbursement 2.76% 2.99% 3.59% 3.63% 4.67%+ After expense reimbursement 1.23% 1.31% 1.75% 1.75% 1.75%+ Ratio of net investment income to average net assets: After expense reimbursement 1.82% 1.24% 1.22% 0.81% 0.81%+ Portfolio turnover rate 59.24% 30.47% 47.43% 41.85% 32.71%
* Commencement of operations. + Annualized. ++ Not Annualized. See accompanying Notes to Financial Statements. NOTES TO FINANCIAL STATEMENTS AT OCTOBER 31, 2002 NOTE 1 - ORGANIZATION The Edgar Lomax Value Fund (the "Fund") is a series of shares of beneficial interest of Advisors Series Trust (the "Trust"), which is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. The Fund's investment objective is to seek growth of capital, with a secondary objective of providing income. The Fund began operations on December 12, 1997. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America. A. Security Valuation: The Fund's investments are carried at fair value. Securities that are primarily traded on a national securities exchange shall be valued at the last sale price on the exchange on which they are primarily traded on the day of valuation or, if there has been no sale on such day, at the mean between the bid and asked prices. Securities primarily traded in the NASDAQ National Market System for which market quotations are readily available shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and asked prices. Over-the-counter ("OTC") securities which are not traded in the NASDAQ National Market System shall be valued at the most recent trade price. Securities for which market quotations are not readily available, if any, are valued following procedures approved by the Board of Trustees. Short-term investments are valued at amortized cost, which approximates market value. B. Federal Income Taxes: It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income tax provision is required. C. Security Transactions, Dividends and Distributions: Security transactions are accounted for on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. Dividend income and distributions to shareholders are recorded on the ex-dividend date. The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations which differs from accounting principles generally accepted in the United States of America. To the extent these book/tax differences are permanent such amounts are reclassified within the capital accounts based on their Federal tax treatment. D. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates. NOTE 3 - INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES For the year ended October 31, 2002, The Edgar Lomax Company (the "Advisor") provided the Fund with investment management services under an Investment Advisory Agreement. The Advisor furnished all investment advice, office space, facilities, and provides most of the personnel needed by the Fund. As compensation for its services, the Advisor is entitled to a monthly fee at the annual rate of 1.00% based upon the average daily net assets of the Fund. For the year ended October 31, 2002, the Fund incurred $67,042 in Advisory Fees. The Fund is responsible for its own operating expenses. The Advisor has agreed to reduce fees payable to it by the Fund and to pay Fund operating expenses to the extent necessary to limit the Fund's aggregate annual operating expenses to 1.23% of average net assets (the "expense cap"). Any such reduction made by the Advisor in its fees or payment of expenses which are the Fund's obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. The Advisor is permitted to be reimbursed only for fee reductions and expense payments made in the previous three fiscal years, but is permitted to look back five years and four years, respectively, during the initial six years and seventh year of the Fund's operations. Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund's payment of current ordinary operating expenses. For the year ended October 31, 2002, the Advisor reduced its fees and absorbed Fund expenses in the amount of $102,847; no amounts were reimbursed to the Advisor. Cumulative expenses subject to recapture pursuant to the aforementioned conditions expire as follows: Year Amount ---- ------ 2003 $139,049 2004 158,321 2005 102,847 -------- $400,217 -------- -------- U.S. Bancorp Fund Services, LLC (the "Administrator") acts as the Fund's Administrator under an Administration Agreement. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Fund's custodian, transfer agent and accountants; coordinates the preparation and payment of the Fund's expenses and reviews the Fund's expense accruals. For its services, the Administrator receives a monthly fee at the following annual rate: Fund asset level Fee rate ---------------- -------- Less than $15 million $30,000 $15 million to less than $50 million 0.20% of average daily net assets $50 million to less than $100 million 0.15% of average daily net assets $100 million to less than $150 million 0.10% of average daily net assets More than $150 million 0.05% of average daily net assets Quasar Distributors, LLC (the "Distributor") acts as the Fund's principal underwriter in a continuous public offering of the Fund's shares. The Distributor is an affiliate of the Administrator. Certain officers of the Fund are also officers of the Administrator. NOTE 4 - PURCHASES AND SALES OF SECURITIES For the year ended October 31, 2002, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were $6,562,716 and $3,882,725, respectively. NOTE 5 - INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS As of October 31, 2002, the components of net assets on a tax basis were as follows: Cost of investments $ 7,835,581 ----------- ----------- Gross tax unrealized appreciation $ 262,671 Gross tax unrealized depreciation (1,360,467) ----------- Net tax unrealized depreciation $(1,097,796) ----------- ----------- Capital loss carryforward expiring 2010 $ (321,802) ----------- ----------- Undistributed ordinary income $ 122,036 ----------- ----------- Realized and unrealized gains and losses differ for financial statement and tax purposes due to differing treatments of wash sale losses. The tax composition of dividends paid during the year ended October 31, 2002 was as follows: Ordinary income $ 65,522 Long-Term Capital Gains 65,871 -------- $131,393 -------- -------- REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Trustees and Shareholders of Edgar Lomax Value Fund In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Edgar Lomax Value Fund series of Advisors Series Trust (the "Fund") at October 31, 2002, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2002 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights for the period ended October 31, 1998, were audited by other independent accountants whose report dated December 4, 1998 expressed an unqualified opinion on those financial highlights. PricewaterhouseCoopers LLP New York, New York December 18, 2002 INFORMATION ABOUT TRUSTEES AND OFFICERS (UNAUDITED) The business and affairs of the Fund are managed under the direction of the Fund's Board of Trustees. Information pertaining to the Trustees and Officers of the Fund is set forth below. Unless noted otherwise, each person has held the position listed for a minimum of five years. The Statement of Additional Information includes additional information about the Fund's officers and trustees and is available, without charge, upon request by calling the Fund. INDEPENDENT TRUSTEES -------------------- Term of # of Funds Position Office and in complex Held with Length of Principal Occupation overseen Other Directorships Name, Age and Address the Trust Time Served During Past Five Years by Trustee Held by Trustee --------------------- --------- ----------- ---------------------- ---------- ------------------- Walter E. Auch Trustee Indefinite Term Management Consultant. 17 Nicholas-Applegate Funds, (Born 1921) Salomon Smith Barney 2020 E. Financial Way Since 1997 Funds, Bayan Strategic Glendora, CA 91741 Realty Trust, Legend Properties, Pimco Advisors LLP, and Senele Group James Clayburn Trustee Indefinite Term Dean Emeritus, John E. Anderson 17 The Payden & Rygel LaForce Graduate School of Management, Investment Group, PIC (Born 1927) Since University of California, Los Angeles. Investment Trust, PIC 2020 E. Financial Way March 2002 Small Cap Portfolio, PIC Glendora, CA 91741 Balanced Portfolio, PIC Growth Portfolio, PIC Mid Cap Portfolio, Provident Investment Counsel Institutional Money Market Fund, Black Rock Funds, Jacobs Engineering, Timken Co., Concervex Donald E. O'Connor Trustee Indefinite Term Financial Consultant; formerly Executive 17 The Parnassus Fund (Born 1936) Vice President and Chief Operating The Parnassus Income Fund 2020 E. Financial Way Since 1997 officer of ICI Mutual Insurance Company The Forward Funds Glendora, CA 91741 (until January, 1997); Vice President, Operations, Investment Company Institute (until July, 1993). George J. Rebhan Trustee Indefinite Term Retired; formerly President, Hotchkis 17 E*Trade Funds (Born 1934) and Wiley Funds (mutual funds) 2020 E. Financial Way Since from 1985 to 1993. Glendora, CA 91741 March 2002 George T. Wofford III Trustee Indefinite Term Senior Vice President, Information 17 Not Applicable (Born 1939) Services, Federal Home Loan Bank 2020 E. Financial Way Since 1997 of San Francisco. Glendora, CA 91741
INTERESTED TRUSTEES AND OFFICERS -------------------------------- # of Funds Other Term of in complex Directorships Position Office and overseen by Held by Held with Length of Principal Occupation Trustee or Trustee or Name, Age and Address the Trust Time Served During Past Five Years Officer Officer --------------------- --------- ----------- ---------------------- ----------- ------------- Eric M. Banhazl Trustee & Indefinite Term Senior Vice President, U.S. Bancorp Fund Services, 17 None (Born 1957) President LLC, the Fund's administrator (since July, 2001); 2020 E. Financial Way Since 1997 Treasurer, Investec Funds; formerly, Executive Vice Glendora, CA 91741 President, Investment Company Administration, LLC (ICA) (The Fund's former administrator). John S. Wagner Treasurer Indefinite Term Assistant Vice President Compliance and Administration, 17 None (Born 1965) U.S. Bancorp Fund Services, LLC since June 1999. 615 E. Michigan Street Since September Milwaukee, WI 53202 2002 Chad E. Fickett Secretary Indefinite Term Compliance Administrator, U.S. Bancorp Fund 17 None (Born 1973) Services, LLC since July 2000. 615 E. Michigan Street Since March Milwaukee, WI 53202 2002
ADVISOR The Edgar Lomax Company 6564 Loisdale Court, Suite 310 Springfield, Virginia 22150 www.edgarlomax.com DISTRIBUTOR Quasar Distributors, LLC 615 East Michigan Street, 2nd Floor Milwaukee, Wisconsin 53202 CUSTODIAN U.S. Bank, N.A. 425 Walnut Street Cincinnati, Ohio 45202 TRANSFER AGENT U.S. Bancorp Fund Services, LLC 615 East Michigan Street, 2nd Floor Milwaukee, Wisconsin 53202 (866) 205-0524 INDEPENDENT ACCOUNTANTS PricewaterhouseCoopers, LLP 1177 Avenue of the Americas New York, New York 10036 LEGAL COUNSEL Paul, Hastings, Janofsky & Walker, LLP 55 Second Street, 24th Floor San Francisco, California 94105 This report is intended for the shareholders of the Fund and may not be used as sales literature unless preceded or accompanied by a current prospectus. To obtain a free prospectus please call 866-205-0524.